<Page>


================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                --------------

                              Form 10-Q Equivalent

                                --------------

    (Mark One)
           [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 25, 2006

                                       OR

           [ ] 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: N/A

                              BIRDS EYE FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                          16-0845824
  (State or other jurisdiction of                          (IRS Employer
  incorporation or organization)                       Identification Number)

    90 Linden Oaks, PO Box 20670, Rochester, NY              14602-6070
      (Address of Principal Executive Offices)               (Zip Code)

       Registrant's Telephone Number, Including Area Code: (585) 383-1850

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 [ ]         NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

  Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                             YES [ ]         NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of May 5, 2006.

                              Common Stock: 11,000

   o This Form 10-Q Equivalent is only being filed pursuant to a requirement
       contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8
                   Percent Senior Subordinated Notes Due 2008.

================================================================================

                                       1




<Page>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive
Income
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended               Nine Months Ended
                                                                 ---------------------------      --------------------------
                                                                  March 25,       March 26,        March 25,      March 26,
                                                                    2006            2005             2006           2005
                                                                 -----------     -----------      -----------    -----------
<S>                                                              <C>             <C>              <C>            <C>
Net sales                                                        $   222,776     $   211,600      $   699,621    $   655,417
Cost of sales                                                       (187,243)       (170,067)        (565,969)      (514,607)
                                                                 -----------     -----------      -----------    -----------
Gross profit                                                          35,533          41,533          133,652        140,810
Selling, administrative, and general expense                         (27,741)        (29,998)         (85,153)       (90,398)
Asset impairment charge                                                    0            (994)               0           (994)
Restructuring                                                              0               0           (4,492)             0
Other income, net                                                        698           1,089               86          3,288
                                                                 -----------     -----------      -----------    -----------
Operating income                                                       8,490          11,630           44,093         52,706
Interest expense                                                      (8,572)         (7,465)         (24,886)       (21,101)
                                                                 -----------     -----------      -----------    -----------
Pretax (loss)/income from continuing operations                          (82)          4,165           19,207         31,605
Tax benefit/(provision)                                                   32          (1,578)          (7,491)       (12,530)
                                                                 -----------     -----------      -----------    -----------
(Loss)/income from continuing operations                                 (50)          2,587           11,716         19,075
Discontinued operations, net of tax                                        0               0             (281)             0
                                                                 -----------     -----------      -----------    -----------
Net (loss)/income                                                $       (50)    $     2,587      $    11,435    $    19,075
                                                                 ============    ===========      ===========    ===========

Accumulated earnings at beginning of period                           82,713          69,111           71,228         52,623
                                                                 -----------     -----------      -----------    -----------
Accumulated earnings at end of period                            $    82,663     $    71,698      $    82,663    $    71,698
                                                                 ===========     ===========      ===========    ===========

Net (loss)/income                                                $       (50)    $     2,587      $    11,435    $    19,075
Other comprehensive income/(loss):
   Minimum pension liability, net of taxes                                 0               0             (175)             0
   Unrealized gain/(loss) on hedging activity, net of taxes              250            (485)             186           (375)
                                                                 -----------     -----------      -----------    -----------
Comprehensive income                                             $       200     $     2,102      $    11,446    $    18,700
                                                                 ===========     ===========      ===========    ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       2




<Page>


Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands, Except for Per Share Information)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                March 25,      June 25,
                                                                                   2006          2005
                                                                                ----------    ----------
<S>                                                                             <C>           <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                                    $    6,165    $   36,002
   Accounts receivable trade, net of allowances for doubtful accounts               69,466        60,208
   Accounts receivable, other                                                        4,929         4,011
   Income taxes refundable                                                               0           269
   Inventories, net                                                                235,186       196,287
   Current investment in CoBank                                                        331           383
   Prepaid manufacturing expense                                                     7,240        12,108
   Prepaid expenses and other current assets                                        10,930         9,696
   Held for sale assets                                                                 32         5,497
   Current deferred tax asset                                                        5,383         5,276
                                                                                ----------    ----------
         Total current assets                                                      339,662       329,737
Investment in CoBank                                                                   132           719
Property, plant and equipment, net of accumulated depreciation of $72,871
   and $56,826, respectively                                                       179,966       191,637
Goodwill                                                                            47,409        45,101
Trademarks and other intangible assets, net                                        220,289       222,496
Other assets                                                                        10,476        14,834
                                                                                ----------    ----------
         Total assets                                                           $  797,934    $  804,524
                                                                                ==========    ==========

                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current portion of obligations under capital leases                          $      821    $      865
   Current portion of long-term debt                                                 2,700         2,700
   Current portion of Termination Agreement with Pro-Fac Cooperative, Inc.           9,707         9,455
   Accounts payable                                                                 49,461        78,597
   Income taxes payable                                                                928             0
   Accrued interest                                                                  5,964         2,144
   Accrued employee compensation                                                     8,832         7,296
   Other accrued liabilities                                                        49,615        44,334
   Held for sale liabilities                                                             0         2,014
   Growers payable due to Pro-Fac Cooperative, Inc.                                 10,931         8,395
                                                                                ----------    ----------
         Total current liabilities                                                 138,959       155,800
Obligations under capital leases                                                     1,739         2,373
Long-term debt                                                                     298,465       298,548
Long-term portion of Termination Agreement with Pro-Fac Cooperative, Inc.            1,688         8,836
Other non-current liabilities                                                       64,549        67,228
Non-current deferred tax liability                                                  21,153        12,353
                                                                                ----------    ----------
         Total liabilities                                                         526,553       545,138
                                                                                ----------    ----------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01; 11,000 shares
     authorized, issued and outstanding                                                  0             0
   Additional paid-in capital                                                      203,364       202,815
   Accumulated earnings                                                             82,663        71,228
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity, net of taxes                                 297           111
     Minimum pension liability adjustment, net of taxes                            (14,943)      (14,768)
                                                                                ----------    ----------
         Total shareholder's equity                                                271,381       259,386
                                                                                ----------    ----------
         Total liabilities and shareholder's equity                             $  797,934    $  804,524
                                                                                ==========    ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       3




<Page>


Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                     --------------------------------
                                                                                     March 25, 2006    March 26, 2005
                                                                                     --------------    --------------
<S>                                                                                  <C>               <C>
Cash Flows From Operating Activities:
   Net income                                                                          $   11,435        $   19,075
   Adjustments to reconcile net income to net cash used in operating activities-
        Asset impairment charge within discontinued operations                                454                 0
        Asset impairment charge within continuing operations                                    0               994
        Restructuring charge                                                                4,492                 0
        Restructuring payments                                                               (736)                0
        Other income, net                                                                     (86)           (3,288)
        Depreciation                                                                       17,314            16,784
        Amortization of certain intangible assets                                           2,207             2,367
        Gain on derivative instruments                                                       (159)             (556)
        Amortization of debt issue costs, amendment costs, and debt premiums                5,108             5,279
        Gain on sale of assets                                                                (67)             (304)
        Transitional Services Agreement with Pro-Fac Cooperative, Inc.                          0               (70)
        Provision for deferred taxes                                                        6,495               855
        Provision for losses on accounts receivable                                           169               260
   Change in assets and liabilities, excluding effects of acquisition:
      Accounts receivable                                                                  (8,858)          (20,094)
      Inventories and prepaid manufacturing expense                                       (35,365)          (31,977)
      Income taxes refundable/payable                                                         915            10,995
      Accounts payable and other accrued liabilities                                      (20,638)           (9,450)
      Due to Pro-Fac Cooperative, Inc., net                                                 2,536             4,464
      Other assets and liabilities, net                                                    (3,856)            3,828
                                                                                       ----------        ----------
Net cash used in operating activities                                                     (18,640)             (838)
                                                                                       ----------        ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                               (7,292)          (14,179)
   Proceeds from disposals                                                                  3,399               565
   Acquisition of California & Washington Company                                               0           (74,290)
   Proceeds from investment in CoBank                                                         639             1,377
   Proceeds from note receivable to Pro-Fac Cooperative, Inc., net                              0             1,000
                                                                                       ----------        ----------
Net cash used in investing activities                                                      (3,254)          (85,527)
                                                                                       ----------        ----------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                                              2,200            28,900
   Payments on long-term debt                                                              (2,025)           (2,025)
   Payments on Termination Agreement with Pro-Fac Cooperative, Inc.                        (8,000)           (8,000)
   Payments on capital leases                                                                (667)             (651)
   Birds Eye Holdings, Inc. investment, net                                                   549                65
                                                                                       ----------        ----------
Net cash (used in)/provided by financing activities                                        (7,943)           18,289
                                                                                       ----------        ----------
Net change in cash and cash equivalents                                                   (29,837)          (68,076)
Cash and cash equivalents at beginning of period                                           36,002            72,887
                                                                                       ----------        ----------
Cash and cash equivalents at end of period                                             $    6,165        $    4,811
                                                                                       ==========        ==========

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest, net of amounts capitalized                                             $   15,879        $   10,991
                                                                                       ==========        ==========
      Income taxes received/(paid), net                                                $      113        $     (681)
                                                                                       ==========        ==========

Supplemental disclosure of non-cash operating, investing and financing
   activities:
   Capital lease obligations incurred                                                  $       60        $      239
                                                                                       ==========        ==========
   Property, plant and equipment purchases included in accounts payable                $      334        $      358
                                                                                       ==========        ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       4




<Page>


                              BIRDS EYE FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF CERTAIN SIGNIFICANT ACCOUNTING
        POLICIES

The Company: Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods"),
incorporated in 1961, is a producer and marketer of processed food products.
Birds Eye Foods is a wholly owned subsidiary of Birds Eye Holdings Inc.
("Holdings Inc."). The Company has three primary segments in which it markets
its products, they include: brand frozen, brand dry, and non-brand products. The
majority of each of the segments' net sales are within the United States. All of
the Company's operating facilities are within the United States.

On August 23, 2005, the Company sold its Mexican subsidiary, Birds Eye de
Mexico, S.A. de C.V. ("BEMSA") and all of its production assets in Celaya,
Mexico. See NOTE 3 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding this transaction.

Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") for interim financial
information and in accordance with the requirements of Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
required by GAAP for complete financial statement presentation. In the opinion
of management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the financial position, results of
operations, and cash flows have been included. Operating results for the nine
months ended March 25, 2006 are not necessarily the results to be expected for
future interim periods or the full year. These financial statements should be
read in conjunction with the financial statements and accompanying notes
contained in the Company's Form 10-K Equivalent for the fiscal year ended June
25, 2005.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances.

Reclassification: Net cash used in operating activities and net cash used in
investing activities in the accompanying Consolidated Statements of Cash Flows
were adjusted by $0.8 million in the first nine months of fiscal 2005, to
reflect non-cash property, plant and equipment purchases.

New Accounting Pronouncements: In September 2005, the Financial Accounting
Standards Board ("FASB") Emerging Issues Task Force ("EITF") reached a consensus
on EITF Issue No. 04-13, "Accounting for Purchases and Sales of Inventory with
the Same Counterparty." The EITF concluded that inventory purchases and sales
transactions with the same counterparty that are entered into in contemplation
of one another should be combined and considered a single transaction subject to
APB Opinion No. 29, "Accounting for Nonmonetary Transactions." The EITF provided
indicators to be considered for purposes of determining whether such
transactions are entered into in contemplation of each other. Guidance was also
provided on the circumstances under which nonmonetary exchanges of inventory
within the same line of business should be recognized at fair value. EITF No.
04-13 is effective in reporting periods beginning after March 15, 2006. The
Company does not anticipate that the adoption of EITF No. 04-13 will have a
material effect on the Company's results of operations, cash flows, or financial
condition.

In June 2005, the FASB EITF reached a consensus on EITF Issue No. 05-6
"Determining the Amortization Period for Leasehold Improvements Purchased or
Acquired after Lease Inception in a Business Combination." This EITF issue
provides guidance on the amortization period for leasehold improvements acquired
in a business combination and the amortization period of leasehold improvements
that are placed in service significantly after and not contemplated at the
beginning of the lease term. The guidance contained in EITF No. 05-6 is
effective for periods beginning after June 29, 2005. The adoption of EITF No.
05-6 did not have a material effect on the Company's results of operations, cash
flows, or financial condition.

In May 2005, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 154, Accounting Changes and Error Corrections. SFAS No. 154
replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting
Changes in Interim Financial Statements, and establishes retrospective
application as the required method for reporting a change in accounting
principle. SFAS No. 154 provides guidance for determining whether retrospective
application of a change in accounting principle is impracticable and for
reporting a change when retrospective application is impracticable. The
reporting of a correction of an error by restating previously issued financial
statements is also addressed. SFAS No. 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005. The Company does not anticipate that the adoption of SFAS No. 154 will
have a material effect on the Company's results of operations, cash flows, or
financial condition.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets - an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the
exception from fair value measurement for non-monetary exchanges of similar
productive assets, and replaces it with an exception for exchanges that do not
have commercial substance. SFAS No. 153 is effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The
adoption of SFAS No. 153 did not have a material effect on

                                        5




<Page>


the Company's results of operations, cash flows, or financial condition.

In December 2004, the FASB issued Staff Position No. 109-1, "Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004." FSP 109-1 clarifies that the manufacturer's deduction provided for under
the American Jobs Creation Act of 2004 should be accounted for as a special
deduction in accordance with SFAS No. 109 and not as a tax rate reduction. The
adoption of FSP No. 109-1 did not have a material effect on the Company's
results of operations, cash flows, or financial condition.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 amends previous accounting guidance
regarding allocation of fixed production costs to inventory and the recognition
of overheads and other expenses. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. The adoption of SFAS No. 151 did not have a
material effect on the Company's results of operations, cash flows, or financial
condition.

In May 2004, the FASB issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" ("Act") which requires measures of the
accumulated postretirement benefit obligation and net periodic postretirement
benefit cost to reflect the effects of the Act. Detailed regulations necessary
to implement the Act and determine "actuarial equivalency" were issued on
January 21, 2005. The Company has evaluated these regulations and while the
Company expects that it may be entitled to the federal subsidy for certain of
its plans, it was determined that the administrative costs of obtaining the
subsidy meet or exceed any potential subsidy benefit. Therefore, the amounts
included in the financial statements related to the employer's postretirement
benefit plans do not reflect the effects of the Act. See further disclosure at
NOTE 7 to the "Notes to Consolidated Financial Statements" for additional
disclosures regarding pension and postretirement benefits.

Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance, in their entirety, are those accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management believes are not collectible based on historical information. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts. The Company's allowance for doubtful accounts was
approximately $1.2 million at March 25, 2006, and $1.1 million at June 25, 2005.

Additional Paid-In Capital: The change in additional paid-in capital results
from Holdings, Inc. and Holdings LLC, a Delaware limited liability company and
parent of Holdings, Inc. ("Holdings LLC") investment of $0.5 million in the
Company.

Comprehensive Income: Under SFAS No. 130, "Reporting Comprehensive Income," the
Company is required to display comprehensive income and its components as part
of the consolidated financial statements. Comprehensive income is comprised of
net income/(loss) and other comprehensive income/(loss), which includes certain
changes in equity that are excluded from net income/(loss). The Company includes
adjustments for minimum pension liabilities and unrealized gains and losses on
hedging transactions in other comprehensive income. The income taxes related to
the Company's minimum pension liabilities amounted to a $0.1 million tax benefit
in other comprehensive income/(loss) for the nine months ended March 25, 2006.
The income taxes related to the Company's unrealized gains and losses on hedging
transactions amounted to approximately a $0.2 million tax provision and a $0.3
million tax benefit, respectively, in other comprehensive income/(loss) for the
three months ended March 25, 2006 and March 26, 2005. The income taxes related
to the Company's unrealized gains and losses on hedging transactions amounted to
approximately a $0.1 million tax provision and a $0.3 million tax benefit,
respectively, in other comprehensive income/(loss) for the nine months ended
March 25, 2006 and March 26, 2005.

Earnings Per Share Data Omitted: The guidance of SFAS No. 128, "Earnings per
Share," requires presentation of earnings per share by all entities that have
issued common stock or potential common stock if those securities trade in a
public market either on a stock exchange (domestic or foreign) or in the
over-the-counter market. Birds Eye Foods common stock is not publicly traded
and, therefore, earnings per share amounts are not presented.

NOTE 2. ACQUISITION

On September 23, 2004, Birds Eye Foods acquired the California & Washington
Company ("C&W"), a San Francisco-based marketer of frozen vegetables and fruits,
by acquiring all of the outstanding common stock of C&W (the "Acquisition") for
an aggregate purchase price of approximately $74.3 million, including direct
costs.

C&W is the premier marketer of frozen vegetables and fruits in the Western
United States, with number one brand market share positions in California, the
Pacific Northwest, and Arizona. The Company believes the Acquisition has
strengthened its competitive position by expanding its presence in the Western
United States.

                                        6




<Page>


The Acquisition was accounted for under the purchase method of accounting and in
accordance with SFAS No. 141, "Business Combinations". Under purchase
accounting, the Company allocated the purchase price to the tangible and
identifiable intangible assets acquired and liabilities assumed. Each were
recorded at their respective fair values. The final allocation of purchase price
is presented below and is based on management's estimates of fair value derived
from independent valuations and other studies which provided the basis for such
estimates. The goodwill associated with this transaction is deductible for tax
purposes.

In accordance with GAAP, the excess of the cost of C&W over the fair value of
the identifiable assets and liabilities of C&W as of the final allocation of
purchase price was approximately $9.8 million.

(Dollars in Thousands)

                                     Amount
                                   ----------
Accounts receivable                $    3,437
Inventories                             3,336
Prepaid expenses and
   other current assets                    52
Property, plant and equipment              22
Goodwill                                9,750
Trademarks and other intangibles       61,070
Accounts payable                       (1,696)
Accrued employee compensation            (276)
Other accrued liabilities              (1,405)
                                   ----------
   Total allocation                $   74,290
                                   ==========

The results of operations of C&W subsequent to the Acquisition are included in
the Company's Consolidated Statements of Operations, Accumulated Earnings, and
Comprehensive Income. The following unaudited pro forma financial information
presents a summary of consolidated results of operations of the Company as if
the Acquisition had occurred at the beginning of the period presented:

(Dollars in Thousands)

                                    Nine months ended
                                         March 26,
                                           2005
                                    -----------------
Net sales                               $  661,975
Income from continuing operations           18,889
Net income                                  18,889

These unaudited pro forma results have been prepared for comparative purposes
only and primarily include adjustments for interest expense, taxes and
amortization. These results do not purport to be indicative of the results of
operations which actually would have resulted had this Acquisition occurred at
the beginning of the first quarter of the fiscal 2005 year, or of the future
operations of the Company.

NOTE 3. DISCONTINUED OPERATIONS AND HELD FOR SALE ASSETS AND LIABILITIES

On August 23, 2005, Birds Eye Foods entered into and completed transactions
under a Stock Purchase Agreement (the "Sale Agreement") with Congelados Don Jose
S.P.R. de R.L. ("CDJ") pursuant to which CDJ acquired a manufacturing facility
in Celaya, Mexico utilized by Birds Eye Foods for the production of various
frozen vegetables. The transactions included the sale of the stock of Birds Eye
de Mexico, S.A. de C.V. ("BEMSA"), a wholly owned subsidiary of Birds Eye Foods
and BEMSA Holding, Inc., and all of the equipment of Birds Eye Foods located at
the BEMSA facility in Celaya, Mexico. The transactions did not impact products
carrying the Birds Eye brand name or any other brand names of the Company.

As of June 25, 2005, the Company had committed to a plan to sell its BEMSA
subsidiary and all of the operating assets located at the Celaya, Mexico plant.
In connection with this plan, the Company designated BEMSA and all of the
equipment located at the Celaya, Mexico plant as held-for-sale assets and
adjusted the carrying value to fair value less the estimated costs to sell,
which resulted in an impairment charge of approximately $1.6 million (after-tax)
in the fourth quarter of fiscal 2005. In addition, the assumed liabilities were
classified as liabilities held for sale as of June 25, 2005. The final
accounting for the sale as of the closing date resulted in an additional $0.3
million impairment charge (net of taxes of $0.2 million) in the first quarter of
fiscal 2006 and is included as a component of discontinued operations in the
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive
Income for the nine months ended March 25, 2006.

                                        7




<Page>


Having met the criteria outlined in SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", certain property in Barker, New York was
classified as an asset held for sale on the Company's Consolidated Balance Sheet
as of March 25, 2006.

Having met the criteria outlined in SFAS No. 144, certain idle property in
Sodus, Michigan was classified as an asset held for sale on the Company's
Consolidated Balance Sheet as of June 25, 2005. The sale of this property was
completed in January 2006. No gain or loss was recognized on the sale.

The major classes included in the Consolidated Balance Sheets as held for sale
assets at estimated fair value less costs to sell and held for sale liabilities
are as follows:

(Dollars in Thousands)

                                                          March 25,    June 25,
                                                             2006        2005
                                                          ---------   ---------
Held for sale assets:
Accounts receivable trade                                 $       0   $     379
Accounts receivable, other                                        0           4
Inventories                                                       0         369
Prepaid expenses and other current assets                         0         670
Property, plant and equipment, net                               32       4,034
Other assets                                                      0          41
                                                          ---------   ---------
   Total held for sale assets                             $      32   $   5,497
                                                          =========   =========

Held for sale liabilities:
Accounts payable                                          $       0   $    (744)
Income taxes payable                                              0        (308)
Accrued employee compensation                                     0        (716)
Other accrued liabilities                                         0        (246)
                                                          ---------   ---------
   Total held for sale liabilities                        $       0   $  (2,014)
                                                          =========   =========

NOTE 4. INVENTORIES

The major classes of inventories, net of inventory obsolescence reserves of $5.8
million and $6.4 million, as of March 25, 2006 and June 25, 2005, respectively,
are as follows:

(Dollars in Thousands)

                                                          March 25,    June 25,
                                                             2006        2005
                                                          ---------   ---------

Finished goods                                            $ 213,342   $ 175,432
Raw materials and supplies                                   21,844      20,855
                                                          ---------   ---------
   Total inventories                                      $ 235,186   $ 196,287
                                                          =========   =========

NOTE 5. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

Intangible Assets: As outlined in SFAS No. 142, "Goodwill and Other Intangible
Assets", certain intangibles with a finite life are required to continue to be
amortized. These intangibles are being amortized on a straight-line basis over
approximately 5 to 36 years. SFAS No. 142 also requires that intangible assets
with indefinite lives not be amortized, however, are required to be tested
annually for impairment.


                                        8




<Page>

The following schedule sets forth the major classes of intangible assets held by
the Company:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                         March 25,                  June 25,
                                           2006                       2005
                                 ------------------------   ------------------------
                                   Gross                      Gross
                                  Carrying    Accumulated    Carrying    Accumulated
                                   Amount    Amortization     Amount    Amortization
                                 ---------   ------------   ---------   ------------
<S>                              <C>         <C>            <C>         <C>
Amortized intangible assets:
   Customer relationships        $  36,100   $     (4,390)  $  36,100   $     (3,135)
   License agreement                10,406         (2,719)     10,406         (2,156)
   Other                             2,921         (1,529)      2,921         (1,140)
                                 ---------   ------------   ---------   ------------
      Total                         49,427   $     (8,638)     49,427   $     (6,431)
                                 ---------   ============   ---------   ============
</TABLE>

Unamortized intangible assets:
   Trademarks                      179,500                    179,500
                                 ---------                  ---------
      Total                      $ 228,927                  $ 228,927
                                 =========                  =========

The aggregate amortization expense associated with intangible assets for the
three months ended March 25, 2006 and March, 26, 2005 was $0.7 million and $1.1
million, respectively. The aggregate amortization expense associated with
intangible assets for the nine months ended March 25, 2006 and March 26, 2005
was $2.2 million and $2.4 million, respectively. The aggregate amortization
expense for each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

             Aggregate
               Annual
Fiscal      Amortization
 Year         Expense
------      ------------

2007          $  2,815
2008             2,803
2009             2,803
2010             2,533
2011             2,423

Goodwill: Birds Eye Foods follows SFAS No. 142, "Goodwill and Other Intangible
Assets", which requires that goodwill not be amortized, but instead be tested at
least annually for impairment and expensed against earnings when its implied
fair value is less than its carrying amount. The following is a summary of
goodwill:

                                                            March 25,   June 25,
                                                               2006       2005
                                                            ---------   --------

Goodwill                                                    $  47,409   $ 45,101

As part of an ongoing IRS examination, the Company has received a non-binding
proposed audit adjustment regarding the tax treatment of certain transaction
fees incurred in conjunction with the August 19, 2002 change in control of the
Company. In accordance with SFAS No. 109 "Accounting for Income Taxes,"
management may change its best estimate of the tax basis of acquired assets and
liabilities at or before settlement with a tax authority. Accordingly, the
Company has increased its deferred tax liability by $2.3 million to reflect the
revised tax basis for the amount of the proposed settlement, and has increased
goodwill attributable to the August 19, 2002 change in control transaction. The
Company expects it will finalize this IRS examination during the fourth quarter.


                                        9




<Page>

NOTE 6. DEBT

The following is a summary of long-term debt outstanding:

(Dollars in Thousands)

                                                          March 25,    June 25,
                                                            2006        2005
                                                          ---------   ---------

Term Loan Facility                                        $ 248,134   $ 250,159
Senior Subordinated Notes                                    50,831      51,089
Revolving Credit Facility                                     2,200           0
                                                          ---------   ---------
   Total debt                                               301,165     301,248
Less current portion                                         (2,700)     (2,700)
                                                          ---------   ---------
   Total long-term debt                                   $ 298,465   $ 298,548
                                                          =========   =========

Bank Debt: On August 19, 2002, Birds Eye Foods and certain of its subsidiaries
entered into a senior secured credit facility (the "Senior Credit Facility") in
the amount of $470.0 million with a syndicate of banks and other lenders
arranged and managed by JPMorgan Chase Bank, as administrative and collateral
agent. The Senior Credit Facility is comprised of (i) a $200.0 million senior
secured revolving credit facility (the "Revolving Credit Facility") and (ii) a
$270.0 million senior secured B term loan (the "Term Loan Facility"). The
Revolving Credit Facility matures in August 2007 and allows up to $40.0 million
to be available in the form of letters of credit. As of March 25, 2006, (i)
there were $2.2 million of cash borrowings outstanding under the Revolving
Credit Facility, (ii) there were $23.7 million in letters of credit outstanding,
and therefore (iii) availability under the Revolving Credit Facility was $174.1
million.

The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64.1 million. The Term Loan Facility matures in August 2008 upon
which the balance will be due.

As of March 25, 2006, the interest rate under the Revolving Credit Facility was
approximately 6.87 percent, and the interest rate under the Term Loan Facility
was approximately 7.33 percent.

As of March 25, 2006, the Company is in compliance with all covenants,
restrictions, and requirements under the terms of the Senior Credit Facility.

The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings Inc. and certain of the Company's subsidiaries. See NOTE 9 to the
"Notes to Consolidated Financial Statements".

Senior Subordinated Notes: Birds Eye Foods has outstanding $50.0 million of its
11 7/8 percent Senior Subordinated Notes (the "Notes"), due 2008. As of March
25, 2006, the premium related to the Notes was $0.8 million and is being
amortized against interest expense over the remaining life of the outstanding
Notes.

As of March 25, 2006, the Company is in compliance with all covenants,
restrictions, and requirements under the Notes.

NOTE 7. INTERIM DISCLOSURES FOR PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Components of Net Periodic Benefit Cost/Pension Benefits
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                    Pension Benefits
                                       Three Months Ended      Nine Months Ended
                                     ---------------------   ---------------------
                                     March 25,   March 26,   March 25,   March 26,
                                        2006        2005       2006        2005
                                     ---------   ---------   ---------   ---------
<S>                                  <C>         <C>         <C>         <C>
Service cost                         $   1,046   $   1,114   $   3,412   $   3,341
Interest cost                            2,085       1,981       6,287       5,943
Expected return on plan assets          (1,873)     (1,793)     (5,621)     (5,379)
Amortization of prior service cost           1           1           4           4
Amortization of actuarial loss             260         210         792         632
                                     ---------   ---------   ---------   ---------
Net periodic cost - Company plans    $   1,519   $   1,513   $   4,874   $   4,541
Net periodic cost - union plans             90         117         350         341
Special termination benefits                 0           0       2,487           0
                                     ---------   ---------   ---------   ---------
   Total periodic benefit cost       $   1,609   $   1,630   $   7,711   $   4,882
                                     =========   =========   =========   =========
</TABLE>

                                       10




<Page>


The special termination benefits reflect the accelerated vesting of retirement
benefits provided to the Company's former Chairman, President and Chief
Executive Officer which is included in restructuring on the Consolidated
Statement of Operations, Accumulated Earnings, and Comprehensive Income. See
NOTE 10 to the "Notes to Consolidated Financial Statements" for additional
disclosure.

The Company made a voluntary contribution of $10.9 million to its Master
Salaried and Hourly Retirement plans in the first quarter of fiscal 2006.

Components of Total Periodic Benefit Cost/Postretirement Benefits Other Than
Pensions

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        Postretirement Benefits Other than Pensions
                                       Three Months Ended        Nine Months Ended
                                     ----------------------   -----------------------
                                      March 25,   March 26,    March 25,   March 26,
                                        2006        2005         2006        2005
                                     ----------   ---------   ----------   ----------
<S>                                  <C>          <C>         <C>          <C>
Service cost                         $       13   $      10   $       37   $       32
Interest cost                                81          49          173          148
Amortization of prior service cost           (7)         (7)         (22)         (22)
Amortization of loss                         98           0           98            0
                                     ----------   ---------   ----------   ----------
   Total periodic benefit cost       $      185   $      52   $      286   $      158
                                     ==========   =========   ==========   ==========
</TABLE>

                                       11




<Page>


NOTE 8. OPERATING SEGMENTS

The Company is organized by product line for management reporting. The Company
has three primary segments in which it operates: brand frozen, brand dry, and
non-brand.

The Company's brand frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Steamfresh, Birds Eye Voila!, C&W, Freshlike
and McKenzie's. The Company's brand dry family of products includes a wide
variety of product offerings, including fruit fillings and toppings (Comstock
and Wilderness), chili and chili ingredients (Nalley and Brooks), salad
dressings (Bernstein's and Nalley), and snacks (Tim's, Snyder of Berlin, and
Husman). Birds Eye Foods also produces many products for the non-brand markets
which include the store brands, food service and industrial markets. The
Company's store brand products include frozen vegetables, fruit fillings and
toppings, chili products and other canned products. The Company's food
service/industrial products include frozen vegetables, salad dressings,
mayonnaise, fruit fillings and toppings, and chili products.

The following table includes the Company's operating segment information:

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                     Three Months Ended          Nine Months Ended
                                                  ------------------------   -------------------------
                                                    March 25,    March 26,     March 25,    March 26,
                                                      2006         2005          2006         2005
                                                  -----------   ----------   -----------   -----------
<S>                                               <C>           <C>          <C>           <C>
Net Sales:
   Brand frozen                                   $      99.7   $     91.5   $     299.3   $     269.9
   Brand dry                                             46.6         45.5         165.6         158.7
   Non-brand                                             76.5         74.6         234.7         226.8
                                                  -----------   ----------   -----------   -----------
Total continuing segments                         $     222.8   $    211.6   $     699.6   $     655.4
                                                  ===========   ==========   ===========   ===========
Operating income/(loss):
   Brand frozen                                   $       7.2   $     12.0   $      34.5   $      36.2
   Brand dry                                              5.9          4.8          29.3          26.6
   Non-brand                                             (5.3)        (5.3)        (15.3)        (12.4)
   Restructuring(1)                                       0.0          0.0          (4.5)          0.0
   Asset impairment charge(2)                             0.0         (1.0)          0.0          (1.0)
   Other income, net(3)                                   0.7          1.1           0.1           3.3
                                                  -----------   ----------   -----------   -----------
Operating Income                                          8.5         11.6          44.1          52.7
Interest expense                                         (8.6)        (7.4)        (24.9)        (21.1)
                                                  ------------  -----------  ------------  ------------
Pretax (loss)/income from continuing operations   $      (0.1)  $      4.2   $      19.2   $      31.6
                                                  ===========   ==========   ===========   ===========
</TABLE>

(1)   Represents a restructuring charge which is not allocated to individual
      segments. This item is excluded from the Company's evaluation of segment
      performance. See NOTE 10 to the "Notes to Consolidated Financial
      Statements" for additional disclosures regarding the Company's
      restructuring activities.

(2)   The asset impairment charge represents the adjustment of the Company's
      closed Green Bay manufacturing facility to fair value. The Green Bay
      facility was closed in conjunction with the Company's sale of its brand
      canned vegetable businesses. This item is excluded from the Company's
      evaluation of segment performance. See NOTE 10 to the "Notes to
      Consolidated Financial Statements" for additional disclosures regarding
      the asset impairment charge.

(3)   Other income, net is not allocated to individual segments. These items are
      excluded from the Company's evaluation of segment performance. See NOTE 10
      to the "Notes to Consolidated Financial Statements" for additional
      disclosures regarding other income, net.

NOTE 9. GUARANTEES AND INDEMNIFICATIONS

In certain instances when Birds Eye Foods sells businesses or assets, the
Company may retain certain liabilities for known exposures and provide
indemnification to the buyer with respect to future claims for certain unknown
liabilities existing, or arising from events occurring, prior to the sale date,
including liabilities for taxes, legal matters, environmental exposures, labor
contingencies, product liability, and other obligations. The terms of the
indemnifications vary in duration, from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable statute of limitations for the jurisdiction in which the tax is
imposed, and to terms for certain liabilities (i.e., warranties of title and
environmental liabilities) that typically do not expire. The maximum potential
future payments that the Company could be required to make under these
indemnifications are either contractually limited to a specified amount or
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnifications are not determinable at this time,
as any future payments would be dependent on the type and

                                       12




<Page>


extent of the related claims, and all relevant defenses, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnifications have not been material to the Company's financial position,
results of operations or cash flows.

The Company enters into agreements with indemnification provisions in the
ordinary course of business with its customers, suppliers, service providers and
business partners. In such instances, the Company usually indemnifies, holds
harmless and agrees to reimburse the indemnified party for claims, actions,
liabilities, losses and expenses in connection with any Birds Eye Foods
infringement of third party intellectual property or proprietary rights, or when
applicable, in connection with any personal injuries or property damage
resulting from any Birds Eye Foods' products sold or services provided.
Additionally, the Company may from time to time agree to indemnify and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses relating to their services to Birds Eye Foods, except to the extent
finally determined to have resulted from the fault of the provider of services
relating to such services. The level of conduct constituting fault of the
service provider varies from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.

The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain events or occurrences while
the directors or officers are, or were, serving at Birds Eye Foods' request in
such capacities. Furthermore, the Company is incorporated in the state of
Delaware which requires corporations to indemnify their officers and directors
under certain circumstances. The term of the indemnification period is for the
director's or officer's lifetime. The maximum potential amount of future
payments that the Company could be required to make under these indemnification
provisions is unlimited, but would be affected by all relevant defenses to the
claims.

Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation
(wholly-owned subsidiaries of the Company) and Pro-Fac (Pro-Fac files periodic
reports under the Security Exchange Act of 1934, Commission File Number 0-20539)
have jointly and severally, fully and unconditionally guaranteed, on a senior
subordinated basis, the obligations of the Company with respect to the Company's
11 7/8 percent Senior Subordinated Notes due 2008. In addition, Birds Eye
Holdings, Inc., Kennedy Endeavors, Incorporated, GLK Holdings, Inc., BEMSA
Holdings, Inc., and Linden Oaks Corporation ("Subsidiary Guarantors") have
jointly and severally, fully and unconditionally guaranteed the obligations of
the Company with respect to the Company's Senior Credit Facility. The covenants
in the 11 7/8 percent Senior Subordinated Notes and the Senior Credit Facility
do not restrict the ability of the Subsidiary Guarantors to make cash
distributions to the Company.

                                       13




<Page>


Presented below is condensed consolidating financial information for (i) Birds
Eye Foods, (ii) the Subsidiary Guarantors, and (iii) non-guarantor subsidiaries.
The condensed consolidating financial information has been presented to show the
nature of assets held, results of operations, and cash flows of the Company and
its Subsidiary Guarantors and non-guarantor subsidiaries in accordance with
Securities and Exchange Commission Financial Reporting Release No. 55.

<TABLE>
<CAPTION>
                                                                             Statement of Operations
                                                                        Three Months Ended March 25, 2006
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors   Subsidiaries       Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Net sales                                            $   216,157   $    6,619   $           0    $         0   $    222,776
Cost of sales                                           (182,039)      (5,204)              0              0       (187,243)
                                                     -----------   ----------   -------------    -----------   ------------
Gross profit                                              34,118        1,415               0              0         35,533
Selling, administrative, and general expense             (26,946)        (795)              0              0        (27,741)
Other (expense)/income                                    (7,540)       8,238               0              0            698
Income from subsidiaries                                   8,113          637               0         (8,750)             0
                                                     -----------   ----------   -------------    -----------   ------------
Operating income                                           7,745        9,495               0         (8,750)         8,490
Interest (expense)/income                                (11,768)       1,762           1,434              0         (8,572)
                                                     -----------   ----------   -------------    -----------   ------------
Pretax (loss)/income from continuing operations           (4,023)      11,257           1,434         (8,750)           (82)
Tax benefit/(provision)                                    3,973       (3,941)              0              0             32
                                                     -----------   ----------   -------------    -----------   ------------
Net (loss)/income                                    $       (50)  $    7,316   $       1,434    $    (8,750)  $        (50)
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                               Statement of Operations
                                                                          Nine Months Ended March 25, 2006
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Net sales                                            $   679,531   $   20,090   $           0    $         0   $    699,621
Cost of sales                                           (550,944)     (15,025)              0              0       (565,969)
                                                     -----------   ----------   -------------    -----------   ------------
Gross profit                                             128,587        5,065               0              0        133,652
Selling, administrative, and general expense             (82,379)      (2,774)              0              0        (85,153)
Restructuring                                             (4,492)           0               0              0         (4,492)
Other (expense)/income                                   (24,965)      25,051               0              0             86
Income from subsidiaries                                  24,662        1,938               0        (26,600)             0
                                                     -----------   ----------   -------------    -----------   ------------
Operating income                                          41,413       29,280               0        (26,600)        44,093
Interest (expense)/income                                (34,183)       4,931           4,366              0        (24,886)
                                                     -----------   ----------   -------------    -----------   ------------
Pretax income from continuing operations                   7,230       34,211           4,366        (26,600)        19,207
Tax benefit/(provision)                                    4,486      (11,977)              0              0         (7,491)
                                                     -----------   ----------   -------------    -----------   ------------
Income from continuing operations                         11,716       22,234           4,366        (26,600)        11,716
Discontinued operations, net of tax                         (281)        (619)              0            619           (281)
                                                     -----------   ----------   -------------    -----------   ------------
Net income                                           $    11,435   $   21,615   $       4,366    $   (25,981)  $     11,435
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

                                       14




<Page>


<TABLE>
<CAPTION>
                                                                                 Balance Sheet
                                                                                 March 25, 2006
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Assets
   Cash and cash equivalents                         $     5,868   $      297   $           0    $         0   $      6,165
   Accounts receivable, net                               70,175        4,220             956           (956)        74,395
   Inventories -
     Finished goods                                      212,845          497               0              0        213,342
     Raw materials and supplies                           21,246          598               0              0         21,844
                                                     -----------   ----------   -------------    -----------   ------------
       Total inventories                                 234,091        1,095               0              0        235,186

   Other current assets                                   26,737           23               0         (2,844)        23,916
                                                     -----------   ----------   -------------    -----------   ------------

       Total current assets                              336,871        5,635             956         (3,800)       339,662

   Property, plant, and equipment, net                   159,184       20,782               0              0        179,966
   Investment in subsidiaries                            341,597       15,362               0       (356,959)             0
   Goodwill and other intangible assets, net              79,877      187,821               0              0        267,698
   Other assets                                           10,242      100,331          33,643       (133,608)        10,608
                                                     -----------   ----------   -------------    -----------   ------------
       Total assets                                  $   927,771   $  329,931   $      34,599    $  (494,367)  $    797,934
                                                     ===========   ==========   =============    ===========   ============

Liabilities and Shareholder's Equity
   Current portion of long-term debt                 $     2,700   $        0   $           0    $         0   $      2,700
   Current portion of Termination Agreement
     with Pro-Fac Cooperative, Inc.                        9,707            0               0              0          9,707
   Accounts payable                                       48,180        1,281               0              0         49,461
   Accrued interest                                        6,920            0               0           (956)         5,964
   Intercompany loans                                       (496)         496               0              0              0
   Other current liabilities                              68,322        5,649               0         (2,844)        71,127
                                                     -----------   ----------   -------------    -----------   ------------
       Total current liabilities                         135,333        7,426               0         (3,800)       138,959
   Long-term debt                                        332,108            0               0        (33,643)       298,465
   Long-term portion of Termination
     Agreement with Pro-Fac Cooperative, Inc.              1,688            0               0              0          1,688
   Other non-current liabilities                         187,261          145               0        (99,965)        87,441
                                                     -----------   ----------   -------------    -----------   ------------

       Total liabilities                                 656,390        7,571               0       (137,408)       526,553

   Shareholder's equity                                  271,381      322,360          34,599       (356,959)       271,381
                                                     -----------   ----------   -------------    -----------   ------------

       Total liabilities and shareholder's equity    $   927,771   $  329,931   $      34,599    $  (494,367)  $    797,934
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

                                       15




<Page>


<TABLE>
<CAPTION>
                                                                             Statement of Cash Flows
                                                                        Nine Months Ended March 25, 2006
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Cash Flows From Operating Activities:
   Net income                                        $    11,435   $   21,615   $       4,366    $   (25,981)  $     11,435
   Adjustments to reconcile net income to cash
     (used in)/provided by operating activities -
       Asset impairment charge within
         discontinued operations                               0          454               0              0            454
       Restructuring charge                                4,492            0               0              0          4,492
       Restructuring payments                               (736)           0               0              0           (736)
       Other income, net                                     (86)           0               0              0            (86)
       Depreciation                                       15,819        1,495               0              0         17,314
       Amortization of certain intangible assets           1,644          563               0              0          2,207
       Gain on derivative instruments                       (159)           0               0              0           (159)
       Amortization of debt issue costs, amendment
         costs, and debt premiums                          6,562            0          (1,454)             0          5,108
       Gain on sale of assets                                (68)           1               0              0            (67)
       Provision for deferred taxes                        6,495            0               0              0          6,495
       Provision for losses on accounts receivable           169            0               0              0            169
       Equity in earnings of subsidiaries                 (2,872)        (641)              0          3,513              0
       Change in working capital                         (61,823)      (3,452)              9              0        (65,266)
                                                     -----------   ----------   -------------    -----------   ------------
Net cash (used in)/provided by operating activities      (19,128)      20,035           2,921        (22,468)       (18,640)
                                                     -----------   ----------   -------------    -----------   ------------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment             (6,874)        (418)              0              0         (7,292)
   Proceeds from disposals                                   885        2,514               0              0          3,399
   Distributions from BEMSA Holdings, Inc.                 2,740            0               0         (2,740)             0
   Proceeds from investment in CoBank                        639            0               0              0            639
                                                     -----------   ----------   -------------    -----------   ------------
Net cash (used in)/provided by investing activities       (2,610)       2,096               0         (2,740)        (3,254)
                                                     -----------   ----------   -------------    -----------   ------------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility             2,200            0               0              0          2,200
   Payments on long-term debt                             (2,025)           0               0              0         (2,025)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                            (8,000)           0               0              0         (8,000)
   Payments on capital leases                               (667)           0               0              0           (667)
   Birds Eye Holdings, Inc. investment, net                  549            0               0              0            549
   Distribution to Birds Eye Foods                             0       (2,740)              0          2,740              0
   Dividends paid                                              0      (19,547)         (2,921)        22,468              0
                                                     -----------   ----------   -------------    -----------   ------------
Net cash used in financing activities                     (7,943)     (22,287)         (2,921)        25,208         (7,943)
                                                     -----------   ----------   -------------    -----------   ------------

Net change in cash and cash equivalents                  (29,681)        (156)              0              0        (29,837)

Cash and cash equivalents at beginning of period          35,549          453               0              0         36,002
                                                     -----------   ----------   -------------    -----------   ------------
Cash and cash equivalents at end of period           $     5,868   $      297   $           0    $         0   $      6,165
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

                                       16




<Page>


<TABLE>
<CAPTION>
                                                                             Statement of Operations
                                                                        Three Months Ended March 26, 2005
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Net sales                                            $   206,346   $    5,254   $           0    $         0   $    211,600
Cost of sales                                           (166,037)      (4,030)              0              0       (170,067)
                                                     -----------   ----------   -------------    -----------   ------------
Gross profit                                              40,309        1,224               0              0         41,533
Selling, administrative, and general expense             (29,221)        (777)              0              0        (29,998)
Asset impairment charge                                     (994)           0               0              0           (994)
Other (expense)/income                                    (6,150)       7,239               0              0          1,089
Income from subsidiaries                                   7,065          637               0         (7,702)             0
                                                     -----------   ----------   -------------    -----------   ------------
Operating income                                          11,009        8,323               0         (7,702)        11,630
Interest (expense)/income                                (10,216)       1,317           1,434              0         (7,465)
                                                     -----------   ----------   -------------    -----------   ------------
Pretax income from continuing operations                     793        9,640           1,434         (7,702)         4,165
Tax benefit/(provision)                                    1,794       (3,372)              0              0         (1,578)
                                                     -----------   ----------   -------------    -----------   ------------
Income from continuing operations                          2,587        6,268           1,434         (7,702)         2,587
Discontinued operations, net of tax                            0          868               0           (868)             0
                                                     -----------   ----------   -------------    -----------   ------------
Net income                                           $     2,587   $    7,136   $       1,434    $    (8,570)  $      2,587
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                             Statement of Operations
                                                                        Nine Months Ended March 26, 2005
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Net sales                                            $   640,565   $   14,852   $           0    $         0   $    655,417
Cost of sales                                           (503,251)     (11,356)              0              0       (514,607)
                                                     -----------   ----------   -------------    -----------   ------------
Gross profit                                             137,314        3,496               0              0        140,810
Selling, administrative, and general expense             (88,053)      (2,345)              0              0        (90,398)
Asset impairment charge                                     (994)           0               0              0           (994)
Other (expense)/income                                   (19,517)      22,805               0              0          3,288
Income from subsidiaries                                  21,586        1,938               0        (23,524)             0
                                                     -----------   ----------   -------------    -----------   ------------
Operating income                                          50,336       25,894               0        (23,524)        52,706
Interest (expense)/income                                (29,051)       3,584           4,366              0        (21,101)
                                                     -----------   ----------   -------------    -----------   ------------
Pretax income from continuing operations                  21,285       29,478           4,366        (23,524)        31,605
Tax provision                                             (2,210)     (10,320)              0              0        (12,530)
                                                     -----------   ----------   -------------    -----------   ------------
Income from continuing operations                         19,075       19,158           4,366        (23,524)        19,075
Discontinued operations, net of tax                            0          880               0           (880)             0
                                                     -----------   ----------   -------------    -----------   ------------
Net income                                           $    19,075   $   20,038   $       4,366    $   (24,404)  $     19,075
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

                                       17




<Page>


<TABLE>
<CAPTION>
                                                                                  Balance Sheet
                                                                                  June 25, 2005
                                                     ----------------------------------------------------------------------
                                                      Birds Eye    Subsidiary   Non-Guarantor    Eliminating
                                                     Foods, Inc.   Guarantors    Subsidiaries      Entries     Consolidated
                                                     -----------   ----------   -------------    -----------   ------------
<S>                                                  <C>           <C>          <C>              <C>           <C>
(Dollars in Thousands)

Assets
   Cash and cash equivalents                         $    35,549   $      453   $           0    $         0   $     36,002
   Accounts receivable, net                               60,045        4,174               0              0         64,219
   Inventories -
     Finished goods                                      174,696          736               0              0        175,432
     Raw materials and supplies                           20,304          551               0              0         20,855
                                                     -----------   ----------   -------------    -----------   ------------
       Total inventories                                 195,000        1,287               0              0        196,287

   Other current assets                                   30,017        6,131             967         (3,886)        33,229
                                                     -----------   ----------   -------------    -----------   ------------

       Total current assets                              320,611       12,045             967         (3,886)       329,737

   Property, plant and equipment, net                    169,809       21,828               0              0        191,637
   Investment in subsidiaries                            349,201       14,720               0       (363,921)             0
   Goodwill and other intangible assets, net              79,214      188,383               0              0        267,597
   Other assets                                           15,251       98,439          32,188       (130,325)        15,553
                                                     -----------   ----------   -------------    -----------   ------------
       Total assets                                  $   934,086   $  335,415   $      33,155    $  (498,132)  $    804,524
                                                     ===========   ==========   =============    ===========   ============

Liabilities and Shareholder's Equity
   Current portion of long-term debt                 $     2,700   $        0   $           0    $         0   $      2,700
   Current portion of Termination Agreement with
     Pro-Fac Cooperative, Inc.                             9,455            0               0              0          9,455
   Accounts payable                                       77,571        1,026               0              0         78,597
   Accrued interest                                        3,111            0               0           (967)         2,144
   Intercompany loans                                      2,904       (2,904)              0              0              0
   Other current liabilities                              59,296        6,527               0         (2,919)        62,904
                                                     -----------   ----------   -------------    -----------   ------------
       Total current liabilities                         155,037        4,649               0         (3,886)       155,800
   Long-term debt                                        330,736            0               0        (32,188)       298,548
   Long-term portion of Termination
     Agreement with Pro-Fac Cooperative, Inc.              8,836            0               0              0          8,836
   Other non-current liabilities                         180,091            0               0        (98,137)        81,954
                                                     -----------   ----------   -------------    -----------   ------------

       Total liabilities                                 674,700        4,649               0       (134,211)       545,138

   Shareholder's equity                                  259,386      330,766          33,155       (363,921)       259,386
                                                     -----------   ----------   -------------    -----------   ------------
       Total liabilities and shareholder's equity    $   934,086   $  335,415   $      33,155    $  (498,132)  $    804,524
                                                     ===========   ==========   =============    ===========   ============
</TABLE>

                                       18




<Page>


<TABLE>
<CAPTION>
                                                                                      Statement of Cash Flows
                                                                                 Nine Months Ended March 26, 2005
                                                             ---------------------------------------------------------------------
                                                              Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                             Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                             -----------   ----------   -------------   -----------   ------------
<S>                                                          <C>           <C>          <C>             <C>           <C>
(Dollars in Thousands)

Cash Flows From Operating Activities:
   Net income                                                $    19,075   $   20,038   $       4,366   $   (24,404)  $     19,075
   Adjustments to reconcile net income to cash
     (used in)/provided by operating activities -
      Asset impairment charge within continuing operations           994            0               0             0            994
      Other income, net                                           (3,288)           0               0             0         (3,288)
      Depreciation                                                15,186        1,598               0             0         16,784
      Amortization of certain intangible assets                    1,804          563               0             0          2,367
      Gain on derivative instruments                                (556)           0               0             0           (556)
      Amortization of debt issue costs, amendment costs,
        and debt premiums                                          6,733            0          (1,454)            0          5,279
      Gain on sale of assets                                        (305)           1               0             0           (304)
      Transitional Services Agreement with Pro-Fac
        Cooperative, Inc.                                            (70)           0               0             0            (70)
      Provision for deferred taxes                                   855            0               0             0            855
      Provision for losses on accounts receivable                    260            0               0             0            260
      Equity in earnings of subsidiaries                          (4,870)        (641)              0         5,511              0
      Change in working capital                                  (37,005)      (5,238)              9             0        (42,234)
                                                             -----------   ----------   -------------   -----------   ------------
Net cash (used in)/provided by operating activities               (1,187)      16,321           2,921       (18,893)          (838)
                                                             -----------   ----------   -------------   -----------   ------------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                    (13,929)        (250)              0             0        (14,179)
   Proceeds from disposals                                           558            7               0             0            565
   Acquisition of California & Washington Company                (74,290)           0               0             0        (74,290)
   Proceeds from investment in CoBank                              1,377            0               0             0          1,377
   Proceeds from note receivable to Pro-Fac Cooperative,
     Inc., net                                                     1,000            0               0             0          1,000
                                                             -----------   ----------   -------------   -----------   ------------
Net cash used in investing activities                            (85,284)        (243)              0             0        (85,527)
                                                             -----------   ----------   -------------   -----------   ------------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                    28,900            0               0             0         28,900
   Payments on long-term debt                                     (2,025)           0               0             0         (2,025)
   Payments on Termination Agreement with Pro-Fac
     Cooperative, Inc.                                            (8,000)           0               0             0         (8,000)
   Payments on capital leases                                       (651)           0               0             0           (651)
   Birds Eye Holdings, Inc. contributions, net                        65            0               0             0             65
   Dividends paid                                                      0      (15,972)         (2,921)       18,893              0
                                                             -----------   ----------   -------------   -----------   ------------
Net cash provided by/(used in) financing activities               18,289      (15,972)         (2,921)       18,893         18,289
                                                             -----------   ----------   -------------   -----------   ------------

Net change in cash and cash equivalents                          (68,182)         106               0             0        (68,076)

Cash and cash equivalents at beginning of period                  72,701          186               0             0         72,887
                                                             -----------   ----------   -------------   -----------   ------------
Cash and cash equivalents at end of period                   $     4,519   $      292   $           0   $         0   $      4,811
                                                             ===========   ==========   =============   ===========   ============
</TABLE>

                                       19




<Page>


NOTE 10. OTHER MATTERS

Restructuring: In the first quarter of fiscal 2006, the Company recognized a
charge of $4.5 million for payments to be provided and incurred in conjunction
with the departure of the Company's former Chairman, President and Chief
Executive Officer.

Other Income, net: On February 2, 2006, a fire damaged a storage building used
as part of the Company's manufacturing facility in Waseca, Minnesota. The
building contained harvesting equipment and seed inventory. All material costs
to clean-up the site, replace the building, and replace the damaged equipment
and inventory are covered under insurance policies maintained by the Company. A
receivable of approximately $1.5 million has been recorded based on replacement
values. In accordance with FASB Interpretation No. 30, "Accounting for
Involuntary Conversions of Non-Monetary Assets to Monetary Assets-An
Interpretation of APB Opinion No. 29", the Company recorded a gain of
approximately $0.7 million within other income in the Company's Consolidated
Statements of Operations, Accumulated Earnings and Comprehensive Income for the
quarter ended March 25, 2006. The gain represents the difference between the
insurance proceeds, net of a $0.5 million deductible, and the carrying value of
the assets destroyed.

During the second quarter of fiscal 2006, the Company had committed to a plan to
donate certain idle property in Sodus, Michigan. In conjunction with this
transaction, the Company recorded contribution expense based on the fair value
of the property of approximately $0.6 million in continuing operations in the
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive
Income for the nine months ended March 25, 2006. The donation was completed in
January 2006.

During the second quarter of fiscal 2005, management renegotiated one of its
third-party warehousing leases. This resulted in recognition of a $2.2 million
pre-tax benefit due to the elimination of an unfavorable lease commitment that
was recorded in purchase accounting in fiscal 2003.

During the third quarter of fiscal 2005, the Company resolved a business and
occupation tax issue with the State of Washington. This resulted in recognition
of a $1.1 million pretax benefit due to elimination of a preacquisition
contingency that was recorded in purchase accounting in fiscal 2003.

Asset Impairment Charge: In the third quarter of fiscal 2005, the Company
determined that current real estate market conditions in the Green Bay,
Wisconsin area had resulted in the impairment of its closed Green Bay
manufacturing facility. In accordance with SFAS No. 144, the Company recorded an
impairment charge of approximately $1.0 million within operating income to
write-down the carrying value of the Green Bay manufacturing facility to fair
value. Management estimated the fair value of this facility with the assistance
of an appraisal.

Legal Matters: Birds Eye Foods is a party to various legal proceedings from time
to time in the normal course of its business. In the opinion of management, any
liability that the Company might incur upon the resolution of these proceedings
will not, in the aggregate, have a material adverse effect on the Company's
business, financial condition, or results of operations. Further, no such
proceedings are known to be contemplated by any governmental authorities. The
Company maintains general liability insurance coverage in amounts deemed to be
adequate by management.

                                       20




<Page>


               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, Birds Eye Foods or persons acting on behalf of Birds Eye
Foods may make oral and written statements that may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995
(the "PSLRA") or by the Securities and Exchange Commission ("SEC") in its rules,
regulations, and releases. The Company desires to take advantage of the "safe
harbor" provisions in the PSLRA for forward-looking statements made from time to
time, including, but not limited to, the forward-looking information contained
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of this Form 10-Q Equivalent and other statements made in
this Form 10-Q Equivalent and in other filings with the SEC.

The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs, all of which could be affected by the uncertainties and risk factors
described below. The Company's actual results could differ materially from those
expressed or implied in the forward-looking statements. The risk factors that
could impact the Company include:

o     strong competition in the food industry, including competitive pricing;

o     changes in consumer demand;

o     consumer reaction to pricing actions and changes in promotion levels;

o     the effectiveness of marketing initiatives and shifts in market demand;

o     the impact of weather on the volume and quality of raw product;

o     fluctuations in the cost of supply chain elements, including energy and
      energy related costs;

o     the inherent risks in the marketplace associated with new product
      introductions, including uncertainties about trade and consumer
      acceptance;

o     the continuation of the Company's success in integrating operations
      (including the realization of anticipated synergies in operations and the
      timing of any such synergies), and the availability of acquisition and
      alliance opportunities;

o     the Company's ability to achieve gains in productivity and improvements in
      capacity utilization;

o     the Company's ability to service debt; and

o     economic conditions, including changes in inflation rates and interest
      rates.

                                       21




<Page>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

The purpose of this discussion is to outline the significant reasons for
material changes in Birds Eye Foods financial condition and results of
operations in the third quarter and first nine months of fiscal 2006 as compared
to the third quarter and first nine months of fiscal 2005. This section should
be read in conjunction with Part I, Item 1 of this report.

Birds Eye Foods has three primary segments including: brand frozen, brand dry,
and non-brand. The majority of each of the segments' net sales are within the
United States. All of the Company's operating facilities are within the United
States.

The Company's brand frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Steamfresh, Birds Eye Voila!, C&W, Freshlike
and McKenzie's. The Company's brand dry family of products includes a wide
variety of product offerings, including fruit fillings and toppings (Comstock
and Wilderness), chili and chili ingredients (Nalley and Brooks), salad
dressings (Bernstein's and Nalley), and snacks (Tim's, Snyder of Berlin and
Husman). Birds Eye Foods also produces many products for the non-brand markets
which include store brand, food service and industrial markets. The Company's
store brand products include frozen vegetables, fruit fillings and toppings,
chili products and other canned products. The Company's food service/industrial
products include frozen vegetables, salad dressings, mayonnaise, fruit fillings
and toppings, and chili products.

The following tables illustrate the results of operations by segment for the
three and nine months ended March 25, 2006 and March 26, 2005:

Net Sales
(Dollars in Millions)

                         Three Months Ended              Nine Months Ended
                   -----------------------------   -----------------------------
                     March 25,       March 26,       March 25,       March 26,
                       2006            2005            2006            2005
                   -------------   -------------   -------------   -------------
                            % of            % of            % of            % of
                     $     Total     $     Total     $     Total     $     Total
                   -----   -----   -----   -----   -----   -----   -----   -----

Brand frozen        99.7    44.8    91.5    43.2   299.3    42.8   269.9    41.2
Brand dry           46.6    20.9    45.5    21.5   165.6    23.7   158.7    24.2
Non-brand           76.5    34.3    74.6    35.3   234.7    33.5   226.8    34.6
                   -----   -----   -----   -----   -----   -----   -----   -----
   Total           222.8   100.0   211.6   100.0   699.6   100.0   655.4   100.0
                   =====   =====   =====   =====   =====   =====   =====   =====

Operating Income
(Dollars in Millions)

                                 Three Months Ended         Nine Months Ended
                               ----------------------    ----------------------
                               March 25,    March 26,    March 25,    March 26,
                                 2006         2005         2006         2005
                               ---------    ---------    ---------    ---------

Brand frozen                   $     7.2    $    12.0    $    34.5    $    36.2
Brand dry                            5.9          4.8         29.3         26.6
Non-brand                           (5.3)        (5.3)       (15.3)       (12.4)
                               ---------    ---------    ---------    ---------
   Subtotal                          7.8         11.5         48.5         50.4
Restructuring(1)                     0.0          0.0         (4.5)         0.0
Asset impairment charge(2)           0.0         (1.0)         0.0         (1.0)
Other income, net(3)                 0.7          1.1          0.1          3.3
                               ---------    ---------    ---------    ---------
     Total operating income    $     8.5    $    11.6    $    44.1    $    52.7
                               =========    =========    =========    =========

(1)   Represents a restructuring charge which is not allocated to individual
      segments. This item is excluded from the Company's evaluation of segment
      performance. See NOTE 10 to the "Notes to Consolidated Financial
      Statements" for additional disclosures regarding the Company's
      restructuring activities.

(2)   The asset impairment charge represents the adjustment of the Company's
      closed Green Bay manufacturing facility to reflect fair value. The Green
      Bay facility was closed in conjunction with the Company's sale of its
      brand canned vegetable businesses. This item is excluded from the
      Company's evaluation of segment performance. See NOTE 10 to the "Notes to
      Consolidated Financial Statements" for additional disclosures regarding
      the asset impairment charge.

(3)   Other income, net is not allocated to individual segments. These items are
      excluded from the Company's evaluation of segment performance. See NOTE 10
      to the "Notes to Consolidated Financial Statements" for additional
      disclosures regarding other income, net.

                                       22




<Page>


EBITDA(1)

The following table sets forth continuing segment EBITDA (defined as income from
continuing operations plus interest, taxes, depreciation and amortization) for
the three and nine months ended March 25, 2006 and March 26, 2005. EBITDA is an
additional measure used by the Company to evaluate the operating performance of
its segments, and is a primary measure used internally by management to manage
the business. EBITDA is also a primary measure used externally by the Company's
investors and lenders to ensure consistent comparability of operating results.
EBITDA should, however, be considered in addition to, and not as a substitute
for or superior to operating income, net income, cash flows from operating
activities, and other measures of financial performance prepared in accordance
with accounting principles generally accepted in the United States ("GAAP"). As
EBITDA is not a measure of performance calculated in accordance with GAAP, this
measure may not be comparable to similarly titled measures employed by other
companies.

(Dollars in Millions)

<TABLE>
<CAPTION>
                                            Three Months Ended                 Nine Months Ended
                                      ------------------------------    -------------------------------
                                        March 25,        March 26,        March 25,         March 26,
                                          2006             2005             2006              2005
                                      -------------    -------------    -------------    --------------
                                               % of             % of             % of              % of
                                        $     Total      $     Total      $     Total      $      Total
                                      ----    -----    ----    -----    -----   -----    -----    -----
<S>                                   <C>     <C>      <C>     <C>      <C>     <C>      <C>      <C>
Brand frozen                           9.8     66.2    14.7     80.8     41.9    65.9     43.3     60.2
Brand dry                              6.7     45.3     5.7     31.3     32.2    50.6     29.6     41.2
Non-brand                             (2.4)   (16.2)   (2.3)   (12.6)    (6.1)   (9.6)    (3.3)    (4.6)
                                      ----    -----    ----    -----    -----   -----    -----    -----
   Subtotal                           14.1     95.3    18.1     99.5     68.0   106.9     69.6     96.8
Restructuring(2)                       0.0      0.0     0.0      0.0     (4.5)   (7.1)     0.0      0.0
Asset impairment charge(3)             0.0      0.0    (1.0)    (5.5)     0.0     0.0     (1.0)    (1.4)
Other income, net(4)                   0.7      4.7     1.1      6.0      0.1     0.2      3.3      4.6
                                      ----    -----    ----    -----    -----   -----    -----    -----
   Total EBITDA                       14.8    100.0    18.2    100.0     63.6   100.0     71.9    100.0
                                              =====            =====            =====             =====
Reconciliation of Total EBITDA
   to net income:
Depreciation and amortization         (6.3)            (6.6)            (19.5)           (19.2)
Interest expense                      (8.6)            (7.4)            (24.9)           (21.1)
Tax provision                          0.0             (1.6)             (7.5)           (12.5)
Discontinued operations, net of tax    0.0              0.0              (0.3)             0.0
                                      ----             ----             -----            -----
Net (loss)/income                     (0.1)             2.6              11.4             19.1
                                      ====             ====             =====            =====
</TABLE>

(1)   Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
      is defined as income from continuing operations plus interest, taxes,
      depreciation, and amortization.

(2)   Represents a restructuring charge which is not allocated to individual
      segments. This item is excluded from the Company's evaluation of segment
      performance. See NOTE 10 to the "Notes to Consolidated Financial
      Statements" for additional disclosures regarding the Company's
      restructuring activities.

(3)   The asset impairment charge represents the adjustment of the Company's
      closed Green Bay manufacturing facility to reflect fair value. The Green
      Bay facility was closed in conjunction with the Company's sale of its
      brand canned vegetable businesses. This item is excluded from the
      Company's evaluation of segment performance. See NOTE 10 to the "Notes to
      Consolidated Financial Statements" for additional disclosures regarding
      the asset impairment charge.

(4)   Other income, net is not allocated to individual segments. These items are
      excluded from the Company's evaluation of segment performance. See NOTE 10
      to the "Notes to Consolidated Financial Statements" for additional
      disclosures regarding other income, net.

       CHANGES FROM THIRD QUARTER FISCAL 2005 TO THIRD QUARTER FISCAL 2006

Net Sales: Net sales for the third quarter of fiscal 2006 were $222.8 million,
an increase of $11.2 million, or 5.3 percent, as compared to net sales of $211.6
million in the third quarter of fiscal 2005. During the third quarter of fiscal
2006, the Company experienced revenue growth in all of its operating segments.
New product entries, expansion in distribution and successful
pricing/promotional strategies all contributed to the improvements in net sales.

Gross Profit: Gross profit in the fiscal 2006 period decreased, however, $6.0
million to $35.5 million as compared to $41.5 million for the fiscal 2005
period. Gross profit margin was reduced from 19.6 percent to 15.9 percent. The
decrease in gross profit margin is attributable to costs of approximately
$10.0 million associated with the nationwide launch of Birds Eye Steamfresh.
The Birds Eye Steamfresh platform introduces an innovative method to steam
vegetables in a convenient and specially designed microwaveable bag. Birds
Eye Steamfresh combines patented steaming technology and fresh frozen vegetables
to deliver taste, quality and convenience to consumers.

                                       23




<Page>


Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2006 period decreased $2.3 million to $27.7
million, as compared to $30.0 million in the fiscal 2005 period. The Company has
benefited from reductions in overhead as a result of restructuring activities
initiated in the fourth quarter of fiscal 2005 and other cost saving efforts
initiated in the current year. In addition, selling, administrative and general
expenses were favorably impacted by the timing of marketing initiatives.

Asset Impairment Charge: In the third quarter of fiscal 2005, the Company
determined that the current real estate market conditions in the Green Bay,
Wisconsin area had resulted in the impairment of its closed Green Bay
manufacturing facility. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144, the Company recorded an impairment charge of $1.0
million to write-down the carrying value of the Green Bay manufacturing facility
to fair value. The Green Bay manufacturing facility was closed in conjunction
with the Company's sale of its brand canned vegetable businesses.

Other Income, net: On February 2, 2006, a fire damaged a storage building used
as part of the Company's manufacturing facility in Waseca, Minnesota. The
building contained harvesting equipment and seed inventory. All material costs
to clean-up the site, replace the building, and replace the damaged equipment
and inventory are covered under insurance policies maintained by the Company. A
receivable of approximately $1.5 million has been recorded based on replacement
values. In accordance with FASB Interpretation No. 30, "Accounting for
Involuntary Conversions of Non-Monetary Assets to Monetary Assets-An
Interpretation of APB Opinion No. 29", the Company recorded a gain of
approximately $0.7 million within other income in the Company's Consolidated
Statement of Operations, Accumulated Earnings and Comprehensive Income for the
quarter ended March 25, 2006. The gain represents the difference between the
insurance proceeds, net of a $0.5 million deductible, and the carrying value of
the assets destroyed.

During the third quarter of fiscal 2005, the Company resolved an outstanding
business and occupation tax issue with the State of Washington. This resulted in
recognition of a $1.1 million pretax benefit due to elimination of a
preacquisition contingency that was recorded in purchase accounting in fiscal
2003.

Operating Income: Operating income for the fiscal 2006 period was $8.5 million,
a decrease of $3.1 million as compared to $11.6 million in the fiscal 2005
period. This decline is primarily attributable to the new product costs
highlighted above. The brand dry segment increased $1.1 million, the brand
frozen segment declined $4.8 million, and the non-brand segment remained
constant. Significant segment variances are also highlighted below in the
"Segment Review".

Interest Expense: Interest expense for the fiscal 2006 period was $8.6 million
compared to $7.4 million in the fiscal 2005 period. Interest expense was
unfavorably impacted by higher interest rates offset by lower average borrowings
on the Company's revolving credit facility.

Tax Provision: The benefit for income taxes in the third quarter of fiscal 2006
was $32 thousand compared to a provision for income taxes of $1.6 million in the
fiscal 2005 period. The variance is a result of a decrease in the Company's
pretax earnings. The Company has not experienced any significant changes in its
consolidated effective tax rate.

Net (Loss)/Income: The Company experienced a net loss for the fiscal 2006 period
of $0.1 million compared to net income of $2.6 million in the fiscal 2005
period. The variance is the result of the factors outlined above.

                                 Segment Review

A detailed accounting of the significant reasons for changes in net sales and
operating income by segment is outlined below.

Brand Frozen: Brand frozen net sales were $99.7 million in the fiscal 2006
period, an increase of $8.2 million or 9.0 percent as compared to net sales of
$91.5 million for the fiscal 2005 period. Improvements within the Birds Eye
product line as a result of enhanced product formulas, revised packaging and
greater promotional effectiveness all contributed to growth. New products,
including steamed and sauced vegetables in microwavable trays along with
innovative vegetable blends sold within the club channel, also delivered net
sales growth over the prior year. In addition, net sales of the Birds Eye Voila!
product line were positively impacted by the execution of revised pricing
strategies.

The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is limited,
however, as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-brand or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 4.8 percent for the 12-week period
ending March 26, 2006. The Company's brand market share on a unit basis at March
26, 2006 increased to 21.3 percent as compared to 19.3 percent at March 27,
2005. The bagged meal category for the 12-week period ending March 26, 2006
increased 5.8 percent on a unit basis. Market share on a unit basis for the
Company's Birds Eye Voila! skillet meal product offering for the 12-week period
ending March 26, 2006 was 15.3 percent compared to 15.7 percent for the 12-week
period ending March 27, 2005. The inclusion of new entries into the bagged meal
category has resulted in negative comparisons on a unit share basis.

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Brand frozen operating income was $7.2 million in the fiscal 2006 period, a
decline of $4.8 million as compared to operating income of $12.0 million in the
fiscal 2005 period. While the brand frozen segment was positively impacted by
the net sales improvements highlighted above, operating income was lowered
primarily as a result of costs associated with the nationwide launch of
Birds Eye Streamfresh. The Company introduced Birds Eye Steamfresh as an
innovative way to steam vegetables in a convenient and specially designed
microwaveable bag. Birds Eye Steamfresh combines patented steaming technology
and fresh frozen vegetables to deliver taste, quality and convenience to
consumers.

Brand Dry: Brand dry net sales were $46.6 million for the fiscal 2006 period, an
increase of $1.1 million or 2.4 percent as compared to net sales of $45.5
million for the fiscal 2005 period. The increase was primarily attributable to
distribution gains achieved by the Company's snack food business.

Operating income for the brand dry segment was $5.9 million for the fiscal 2006
period, an increase of $1.1 million or 22.9 percent as compared to $4.8 million
for the fiscal 2005 period. Operating income benefited from the management of
various spending activities.

Non-brand: Non-brand net sales were $76.5 million for the fiscal 2006 period, an
increase of $1.9 million or 2.5 percent as compared to $74.6 million in the
fiscal 2005 period. The growth in revenue is attributable to volume increases
within the industrial channel due to current year inventory levels. Non-brand
operating results, however, showed a loss of $5.3 million for both the fiscal
2006 and 2005 periods.

As highlighted above, IRI data does not track the Company's non-brand or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category for the 12-week period ending March 26,
2006 was 33.1 percent compared to 31.2 percent for the 12-week period ending
March 27, 2005.

   CHANGES FROM FIRST NINE MONTHS FISCAL 2005 TO FIRST NINE MONTHS FISCAL 2006

Net Sales: Net sales for the fiscal 2006 period were $699.6 million, an increase
of $44.2 million, or 6.7 percent, as compared to net sales of $655.4 million in
the fiscal 2005 period. Improvements in the brand frozen segment resulted from:
(a) the acquisition of the California and Washington Company ("C&W") on
September 23, 2004; (b) the performance of the Birds Eye product line, including
new products in the value-added arena; and (c) growth within the Birds Eye
Voila! product line. The Company's brand dry and non-brand segments also showed
improvements in net sales as a result of increased volume. The "Segment Review"
below outlines further details.

Gross Profit: Gross profit in the fiscal 2006 period, however, decreased $7.1
million to $133.7 million as compared to $140.8 million for the fiscal 2005
period. Gross profit margin was reduced from 21.5 percent to 19.1 percent. The
decrease in gross profit margin was attributable to costs of approximately
$10.0 million associated with the nationwide launch of the Birds Eye Steamfresh
product line. Gross profit margin also continues to be negatively impacted by
significant inflationary pressures affecting product costs including energy,
fuel and employee benefit related expenses. To offset these increasing
costs, the Company will continue to focus on cost-saving initiatives in its
production and administrative areas.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2006 period decreased $5.2 million to $85.2
million, as compared to $90.4 million in the fiscal 2005 period. The Company has
benefited from reductions in overhead as a result of restructuring activities
initiated in the fourth quarter of fiscal 2005 and other cost saving efforts
initiated in the current year. In addition, selling, administrative and general
expenses were favorably impacted by the timing of marketing initiatives.

Asset Impairment Charge: In the third quarter of fiscal 2005, the Company
determined that the current real estate market conditions in the Green Bay,
Wisconsin area had resulted in the impairment of its closed Green Bay
manufacturing facility. In accordance with SFAS No. 144, the Company recorded an
impairment charge of $1.0 million to write-down the carrying value of the Green
Bay manufacturing facility to fair value. The Green Bay manufacturing facility
was closed in conjunction with the Company's sale of its brand canned vegetable
businesses.

Restructuring: In the first quarter of fiscal 2006, the Company recognized a
charge of $4.5 million for payments to be provided and incurred in conjunction
with the departure of the Company's former Chairman, President and Chief
Executive Officer.

Other Income, net: On February 2, 2006, a fire damaged a storage building used
as part of the Company's manufacturing facility in Waseca, Minnesota. The
building contained harvesting equipment and seed inventory. All material costs
to clean-up the site, replace the building, and replace the damaged equipment
and inventory are covered under insurance policies maintained by the Company. A
receivable of approximately $1.5 million has been recorded based on replacement
values. In accordance with FASB Interpretation No. 30, "Accounting for
Involuntary Conversions of Non-Monetary Assets to Monetary Assets-An
Interpretation of APB Opinion No. 29", the Company recorded a gain of
approximately $0.7 million within other income in the Company's Consolidated
Statement of Operations, Accumulated Earnings and Comprehensive Income for the
quarter ended March 25, 2006. The gain represents the difference between the
insurance proceeds, net of a $0.5 million deductible, and the carrying value of
the assets destroyed.

During the second quarter of fiscal 2006, the Company had committed to a plan to
donate certain idle property in Sodus, Michigan. In

                                       25




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conjunction with this transaction, the Company recorded contribution expense
based on the fair value of the property of approximately $0.6 million in
continuing operations in the Consolidated Statements of Operations, Accumulated
Earnings, and Comprehensive Income for the quarter ended December 24, 2005. The
donation was completed in January 2006.

During the second quarter of fiscal 2005, management renegotiated one of its
third-party warehousing leases. This resulted in recognition of a $2.2 million
pretax benefit due to the elimination of an unfavorable lease commitment that
was recorded in purchase accounting.

During the third quarter of fiscal 2005, the Company resolved an outstanding
business and occupation tax issue with the State of Washington. This resulted in
recognition of a $1.1 million pretax benefit due to elimination of a
preacquisition contingency that was recorded in purchase accounting in fiscal
2003.

Operating Income: Operating income for the fiscal 2006 period was $44.1 million,
a decrease of $8.6 million as compared to $52.7 million in the fiscal 2005
period. The decline is attributable to those factors discussed above. The brand
dry segment increased $2.7 million and the brand frozen and non-brand segments
declined $1.7 million and $2.9 million, respectively. Significant segment
variances are highlighted below in the "Segment Review".

Interest Expense: Interest expense for the fiscal 2006 period was $24.9 million
compared to $21.1 million in the fiscal 2005 period. Interest expense was
unfavorably impacted by higher interest rates offset by lower average borrowings
on the Company's revolving credit facility.

Tax Provision: The provision for income taxes for the fiscal 2006 period was
$7.5 million compared to a provision for income taxes of $12.5 million in the
fiscal 2005 period. This decrease was a result of the reduction in the Company's
pre-tax earnings. The Company has not experienced any significant changes in its
consolidated effective tax rate.

Discontinued Operations, net of tax: On August 23, 2005, Birds Eye Foods entered
into and completed transactions under a Stock Purchase Agreement (the "Sale
Agreement") with Congelados Don Jose S.P.R. de R.L. ("CDJ") pursuant to which
CDJ acquired a manufacturing facility in Celaya, Mexico utilized by Birds Eye
Foods for the production of various frozen vegetables. The transactions included
the sale of the stock of Birds Eye de Mexico, S.A. de C.V. ("BEMSA"), a wholly
owned subsidiary of Birds Eye Foods and BEMSA Holding, Inc., and all of the
equipment of Birds Eye Foods located at the BEMSA facility in Celaya, Mexico. In
the fourth quarter of fiscal 2005, the Company designated BEMSA and all of the
equipment located at the Celaya, Mexico plant as held-for-sale assets and
adjusted the carrying value to fair value less the estimated costs to sell, and
recorded an impairment charge of $1.6 million (after-tax). The final accounting
for the sale as of the closing date resulted in an additional impairment charge
of $0.3 million (after-tax) in the first quarter of fiscal 2006.

Net Income: Net income for the fiscal 2006 period was $11.4 million compared to
net income of $19.1 million in the fiscal 2005 period. This variance is the
result of the factors outlined above.

                                 Segment Review

A detailed accounting of the significant reasons for changes in net sales and
operating income by segment is outlined below.

Brand Frozen: Brand frozen net sales were $299.3 million in the fiscal 2006
period, an increase of $29.4 million or 10.9 percent as compared to net sales of
$269.9 million for the fiscal 2005 period. Improvements within the Birds Eye
product line as a result of enhanced product formulas, revised packaging and
greater promotional effectiveness all contributed to growth. New product
extensions, including steamed and sauced vegetables in microwavable trays along
with innovative vegetable blends sold within the club channel, also delivered
net sales growth over the prior year. Operating activity associated with the
Company's acquisition of C&W also benefited results along with solid performance
of the Company's Birds Eye Voila! product line.

The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is limited,
however, as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-brand or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 2.8 percent for the 40-week period
ending March 26, 2006. The Company's brand market share (including C&W for all
periods) on a unit basis for the 40-week period ending March 26, 2006 increased
to 20.2 percent as compared to 19.7 percent for the 40-week period ending March
27, 2005. The bagged meal category for the 40-week period ending March 26, 2006
increased 10.8 percent on a unit basis. Market share on a unit basis for the
Company's Birds Eye Voila! skillet meal product offering for the 40-week period
ending March 26, 2006 was 15.8 percent compared to 17.9 percent for the 40-week
period ending March 27, 2005. The inclusion of new entries into the bagged meal
category have resulted in negative comparisons on a unit share basis.

Brand frozen operating income was $34.5 million in the fiscal 2006 period, a
decline of $1.7 million as compared to $36.2 million in the fiscal 2005 period.
While the brand frozen segment was positively impacted by net sales improvements
highlighted above, operating income was impacted by costs incurred during the
third quarter associated with the Company's introduction of Birds Eye
Steamfresh. In addition, the Company continues to experience product cost
increases consistent with that felt throughout the industry as a result of
energy,

                                       26




<Page>


fuel and employee benefit related expenses.

Brand Dry: Brand dry net sales were $165.6 million for the fiscal 2006 period,
an increase of $6.9 million or 4.3 percent as compared to net sales of $158.7
million for the fiscal 2005 period. The increase was primarily attributable to
distribution gains achieved by the Company's snack food business.

Operating income for the brand dry segment was $29.3 million for the fiscal 2006
period, representing an increase of $2.7 million from $26.6 million in the
fiscal 2005 period. Operating income benefited from the management of various
spending activities.

Non-brand: Non-brand net sales were $234.7 million for the fiscal 2006 period,
an increase of $7.9 million or 3.5 percent as compared to $226.8 million in the
fiscal 2005 period. The growth in revenue was attributable to volume increases
within the industrial channel to manage to current year inventory levels.
Non-brand operating results, however, showed a loss of $15.3 million for the
fiscal 2006 period, a $2.9 million decline as compared to an operating loss of
$12.4 million for the fiscal 2005 period. The increase in operating loss is
attributable to the increase in product costs consistent with that experienced
in the Company's other operating segments.

As highlighted above, IRI data does not track the Company's non-brand or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (including C&W for all periods) for the
40-week period ending March 26, 2006 increased to 32.0 percent compared to 31.4
percent for the 40-week period ending March 27, 2005.

                         LIQUIDITY AND CAPITAL RESOURCES

The following discussion highlights the major variances in the Unaudited
Consolidated Statement of Cash Flows for the nine months ended March 25, 2006
compared to the nine months ended March 26, 2005.

Net cash used in operating activities for the fiscal 2006 period was $18.6
million as compared to net cash used by operating activities of $0.8 million for
the fiscal 2005 period, representing an increase in cash used of $17.8 million.
The increase in cash used was primarily attributable to a voluntary contribution
of $10.9 million made by the Company to its Master Salaried and Hourly
Retirement plans in the first quarter of fiscal 2006. See NOTE 7 to the "Notes
to Consolidated Financial Statements" for additional disclosures regarding
pension benefits. The increase in net cash used was also impacted by inventory
levels and the timing of the liquidation of outstanding accounts payable and
accrued liabilities.

Net cash used in investing activities for the fiscal 2006 period was $3.3
million, as compared to net cash used in investing activities of $85.5 million
for the fiscal 2005 period, representing a change of $82.2 million. On September
23, 2004, the Company completed the acquisition of C&W, which accounted for the
majority of the variance in cash used for investing activities. The acquisition
of C&W was financed by borrowings on the Company's Revolving Credit Facility
defined below. See NOTE 2 to "the Notes to Consolidated Financial Statements"
for additional disclosure regarding the acquisition of C&W. Capital expenditures
were $7.3 million for the 2006 period compared to $14.2 million in the prior
year period. The purchase of property, plant and equipment was for general
operating purposes and is considered adequate to maintain the Company's
facilities in proper working order.

Net cash used in financing activities for the fiscal 2006 period was $7.9
million, as compared to net cash provided by financing activities of $18.3
million in the fiscal 2005 period, representing a change of $26.2 million. This
change was primarily driven by net proceeds from the Revolving Credit Facility
to finance the acquisition of C&W during the first quarter of fiscal 2005. The
Company's borrowings on its Revolving Credit Facility during the fiscal 2006
period were used in the ordinary course of business.

Senior Credit Facility: Birds Eye Foods and certain of its subsidiaries has a
senior secured credit facility (the "Senior Credit Facility") in the amount of
$470.0 million with a syndicate of banks and other lenders arranged and managed
by JPMorgan Chase Bank ("JPMorgan Chase Bank"), as administrative and collateral
agent. The Senior Credit Facility is comprised of (i) a $200.0 million senior
secured revolving credit facility (the "Revolving Credit Facility") and (ii) a
$270.0 million senior secured B term loan (the "Term Loan Facility"). The
Revolving Credit Facility matures in August 2007, and allows up to $40.0 million
to be available in the form of letters of credit. The Company anticipates the
Senior Credit Facility will be refinanced prior to maturity.

As of March 25, 2006, (i) there were $2.2 million of cash borrowings outstanding
under the Revolving Credit Facility, (ii) there were $23.7 million in letters of
credit outstanding, and therefore (iii) availability under the Revolving Credit
Facility was $174.1 million. The Company believes that the cash flow to be
generated by operations and the amounts available under the Revolving Credit
Facility provide adequate liquidity to fund working capital needs and capital
expenditures.

The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement ("Senior Credit Agreement"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
Based on the Company's

                                       27




<Page>


Consolidated Leverage Ratio, effective October 14, 2005, the Senior Credit
Facility bears interest in the case of base rate loans at the Base Rate, as
defined in the Senior Credit Agreement, plus (i) 1.25 percent for loans under
the Revolving Credit Facility, and (ii) 1.75 percent for loans under the Term
Loan Facility or in the case of LIBOR loans at LIBOR plus (i) 2.25 percent for
loans under the Revolving Credit Facility and (ii) 2.75 percent for loans under
the Term Loan Facility. The unused commitment fee is 0.375 percent on the daily
average unused commitment under the Revolving Credit Facility and also varies
based on the Company's Consolidated Leverage Ratio. As of March 25, 2006, the
interest rate under the Revolving Credit Facility was approximately 6.87 percent
and the interest rate under the Term Loan Facility was approximately 7.33
percent.

The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64.1 million. The Term Loan Facility matures in August 2008 upon
which the balance will be due. The Term Loan Facility is also subject to
mandatory prepayments under various scenarios as defined in the Senior Credit
Agreement. There was no "excess cash flow" or other such scenarios for the year
ended June 25, 2005 requiring prepayments under the Term Loan Facility.

As of March 25, 2006, the Company is in compliance with all covenants,
restrictions, and requirements under the terms of the Senior Credit Facility.

The Company's obligations under the Senior Credit Facility are collateralized by
a first priority lien on: (i) substantially all existing or after-acquired
assets, tangible or intangible, (ii) the capital stock of Birds Eye Foods and
its domestic subsidiaries, and (iii) 65% of the voting capital stock and 100% of
the non-voting capital stock in certain foreign subsidiaries. The Company's
obligations under the Senior Credit Facility are guaranteed by Birds Eye
Holdings Inc. and certain of the Company's subsidiaries. See NOTE 9 to the
"Notes to Consolidated Financial Statements" for additional disclosures
regarding guarantees and indemnifications.

Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. As of March 25, 2006, Birds Eye
Foods had outstanding $50.0 million of its $200.00 million 11 7/8 percent Senior
Subordinated Notes, due 2008.

Interest on the Notes accrues at the rate of 11 7/8 percent per annum and is
payable semiannually in arrears on May 1 and November 1.

The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Company's
obligations under the Notes are guaranteed by Kennedy Endeavors, Incorporated
and Linden Oaks Corporation (wholly-owned subsidiaries of the Company) and by
Pro-Fac. See NOTE 9 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding guarantees and indemnifications.

As of March 25, 2006, the Company is in compliance with all covenants,
restrictions, and requirements under the Notes.

The Company, principal shareholders, or their affiliates may, from time-to-time,
enter the market to purchase or sell Senior Subordinated Notes in compliance
with any applicable securities laws.

Off-Balance Sheet Arrangements and Other Commitments: The Company does not have
material financial guarantees or other contractual commitments that are
reasonably likely to adversely affect liquidity.

                          CRITICAL ACCOUNTING POLICIES

The preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts.
The estimates and assumptions are evaluated on a regular basis and are based on
historical experience and on various other factors that are believed to be
reasonable. Estimates and assumptions include, but are not limited to: trade
accounts receivable, inventories, identifiable intangible assets, long-lived
assets and goodwill, self-insurance programs, promotional activities, income
taxes and retirement benefits.

The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the consolidated financial statements.

Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance in their entirety are those accounts
that have filed for bankruptcy, or been sent to collections, and any other
accounts management believes are not collectible based on historical losses. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts.

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Inventories: Under the first-in, first-out ("FIFO") method, the cost of items
sold is based upon the cost of the first such items produced. As a result, the
last such items produced remain in inventory and the cost of these items are
used to reflect ending inventory. The Company prices its inventory at the lower
of cost or market value on the FIFO method.

A reserve is established for the estimated aged surplus, spoiled or damaged
products, and discontinued inventory items and components. The amount of the
reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in materially different amounts for this reserve.

Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets and long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of the underlying asset may not be recoverable. Certain factors which may
occur and indicate that an impairment exists include, but are not limited to:
significant under performance relative to historical or projected future
operating results; significant changes in the manner of the Company's use of the
underlying assets; and significant adverse industry or market trends. The
Company tests goodwill for impairment on an annual basis. In the event that the
carrying values of assets are determined to be impaired, the Company would
record an adjustment to the respective carrying value.

Self-insurance Programs: The Company records estimates for certain health and
welfare and workers' compensation costs that are provided for under self-insured
programs. Should a greater amount of claims occur compared to what was estimated
or should costs of medical care increase beyond what was anticipated, reserves
recorded may not be sufficient and additional costs could be incurred.

Promotional Activities: The Company's promotional activities are conducted
either through the retail trade channel or directly with consumers and involve
in-store displays; feature price discounts on the Company's products; and
similar activities. The costs of these activities are generally recognized at
the time the related revenue is recorded, which normally precedes the actual
cash expenditure. The recognition of these costs therefore requires management's
judgment regarding the volume of promotional offers that will be redeemed by
either the retail trade channel or consumer. These estimates are made using
various techniques including historical data on performance of similar
promotional programs. Differences between estimated expense and actual
redemptions are normally insignificant and recognized as a change in management
estimate in a subsequent period. However, the likelihood exists of materially
different reported results if different assumptions or conditions were to
prevail.

Income Taxes: The Company computes its annual tax rate based on the statutory
rates and tax planning opportunities available to it in the various
jurisdictions in which it earns income. Significant judgment is required in
determining the Company's annual tax rate and in evaluating its tax positions.
The Company establishes reserves when it becomes probable that a tax return
position that it considers supportable may be challenged and that the Company
may not succeed in completely defending the challenge. The Company adjusts these
reserves in light of changing facts and circumstances. The Company's annual tax
rate includes the impact of reserve provisions and changes to reserves. While it
is often difficult to predict the final outcome or the timing of resolution of
any particular tax matter, the Company believes that its reserves reflect the
probable outcome of known tax contingencies. Favorable resolution would be
recognized as a reduction to the Company's annual tax rate in the year of
resolution. The Company's tax reserves are presented in the balance sheet
principally within income taxes refundable and income taxes payable.

The Company records valuation allowances to reduce deferred tax assets to the
amount that is more likely than not to be realized. When assessing the need for
valuation allowances, the Company considers future taxable income and ongoing
prudent and feasible tax planning strategies. Should a change in circumstances
lead to a change in judgment about the realizability of deferred tax assets in
future years, the Company would adjust related valuation allowances in the
period that the change in circumstances occurs, along with a corresponding
increase or charge to income.

Retirement Benefits: The Company sponsors pension and other retirement plans in
various forms covering employees who meet eligibility requirements. Several
statistical and other factors that attempt to anticipate future events are used
in calculating the expense and liability related to the plans. These factors
include assumptions about the discount rate, expected return on plan assets and
rate of future compensation increases as determined by the Company with the
assistance of actuarial consultants, within certain guidelines. The discount
rate assumptions used to value pension and postretirement benefit obligations
reflect yields on high quality long-term bonds.

Over time, the expected rate of return on pension plan assets should approximate
the actual long-term returns. In developing the expected rate of return, the
Company considers expected returns on risk-free investments (primarily
government bonds), the historical level of the risk premium associated with the
other asset classes in which the portfolio is invested and the expectations for
future returns of each asset class. The expected return for each asset class is
weighted based on the target asset allocation to develop the expected long-term
rate of return on assets assumption.

In addition, the Company's actuarial consultants also use subjective factors
such as mortality rates to estimate the expense and liability related

                                       29




<Page>


to these plans. The actuarial assumptions used by the Company may differ
materially from actual results due to changing market and economic conditions,
or longer or shorter life spans of participants. These differences may result in
a significant impact to the amount of pension expense recorded by the Company.

                                  OTHER MATTERS

Weather conditions can impact product costs within most segments of the
Company's business. Favorable weather conditions can produce high crop yields
and an oversupply situation, while excessive rain or drought conditions can
produce low crop yields and a shortage situation. The utilization of the
Company's facilities is directly correlated to the timing of crop harvests and
crop yields. Poor weather conditions hurt crop yields and result in uneven crop
delivery cycles that increase production costs. In addition, pricing can be
impacted by crop size and yields and the overall national supply. The Company
believes that its geographic diversification helps mitigate these risks.

                            MARKET AND INDUSTRY DATA

Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-Q Equivalent was derived from industry sources believed
by the Company to be reliable, including information provided by Information
Resources, Inc. Consultants' reports and industry publications generally state
that the information contained therein has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is
not guaranteed. The Company has not independently verified such data and makes
no representation to its accuracy.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company, as a result of its operating and financing activities, is exposed
to changes in certain commodity prices and interest rate fluctuations, which may
adversely affect its results of operations and financial position. In seeking to
minimize the risks and/or costs associated with such activities, the Company may
enter into derivative contracts. Certain of the Company's derivative financial
instruments are reported in the Company's Annual Report on Form 10-K Equivalent
for the year ended June 25, 2005. No material changes have occurred in these
instruments which would require additional disclosure in answer to this item.

The following is a description of derivative financial instruments that were
entered into in fiscal 2006.

Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
December 12, 2005, which matures on June 30, 2006. The swap is for 500 short
tons per month at $505, per short ton. The swap agreement is designated as a
cash flow hedge of the Company's forecasted corrugated purchases. The swap will
hedge approximately 20 percent of the Company's annual usage.

Additionally, the Company entered into a second corrugated swap agreement on
December 12, 2005, which matures on June 30, 2007. The swap is for 1,000 short
tons per month at $497 per short ton. The swap agreement is designated as a cash
flow hedge of the Company's forecasted corrugated purchases. The swap will hedge
approximately 40 percent of the Company's annual usage.

To further seek to minimize commodity price risk, the Company entered into an
additional corrugated swap agreement on February 17, 2006, which matures on June
30, 2007. The swap is for 1,000 short tons per month at $546, per short ton. The
swap agreement is designated as a cash flow hedge of the Company's forecasted
corrugated purchases. The swap will hedge approximately 40 percent of the
Company's annual usage.

The fair value of these corrugated swap agreements as of March 25, 2006 was
approximately $0.5 million.

ITEM 4. CONTROLS AND PROCEDURES.

Birds Eye Foods management, with the participation of Birds Eye Foods Principal
Executive Officer and Principal Financial Officer, evaluated the effectiveness
of the design and operation of Birds Eye Foods disclosure controls and
procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")). Based on that evaluation, Birds Eye Foods
Principal Executive and Principal Financial Officers concluded that Birds Eye
Foods disclosure controls and procedures as of March 25, 2006 (the end of the
period covered by this Report) have been designed and are functioning
effectively to provide reasonable assurance that the information required to be
disclosed by Birds Eye Foods in reports filed or submitted by it under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes to Birds Eye Foods' internal control over financial
reporting that occurred during the quarter ended March 25, 2006 that materially
affected or are reasonably likely to materially affect Birds Eye Foods' internal
control over financial reporting.

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<Page>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information about any material developments that may have occurred since June
25, 2005 is described in NOTE 10, "Other Matters - Legal Matters", under "Notes
to Consolidated Financial Statements" in Part I, Item 1. of this Form 10-Q
Equivalent and is incorporated herein by reference in answer to this item.

ITEM 6. EXHIBITS.

      Exhibits

<TABLE>
<CAPTION>
Exhibit Number                                           Description
--------------   -------------------------------------------------------------------------------------------
<S>              <C>
     10.1        Summary of Compensation Arrangements for Named Executive Officers and Directors of Birds
                 Eye Foods, Inc. (filed herewith).

     31.1        Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of the Securities Exchange Act
                  of 1934 of the Principal Executive Officer (filed herewith).

     31.2        Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of the Securities Exchange Act
                 of 1934 of the Principal Financial Officer (filed herewith).

     32.1        Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002 of the Principal Executive Officer (filed herewith).

     32.2        Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002 of the Principal Financial Officer (filed herewith).
</TABLE>

                                       31




<Page>


                                   SIGNATURES

The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                   BIRDS EYE FOODS, INC.

Date: May 5, 2006                       By:         /s/ Earl L. Powers
                                            -----------------------------------
                                                      EARL L. POWERS
                                               EXECUTIVE VICE PRESIDENT and
                                                CHIEF FINANCIAL OFFICER and
                                                         SECRETARY
                                            (On Behalf of the Registrant and as
                                               Principal Financial Officer)

Date: May 5, 2006                       By:         /s/ Linda K. Nelson
                                            -----------------------------------
                                                      LINDA K. NELSON
                                               VICE PRESIDENT and CONTROLLER
                                            (On Behalf of the Registrant and as
                                               Principal Accounting Officer)

                                       32