<PAGE>


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


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




                                   ----------
                              Form 10-Q Equivalent
                                   ----------



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

                  For the quarterly period ended March 26, 2005

                                       OR

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

                For the transition period from _______ to _______

                              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 an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                  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 6, 2005.

                              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.


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


                               Page 1 of 31 Pages




<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                                                      Three Months Ended          Nine Months Ended
                                                                   ------------------------    -----------------------
                                                                   March 26,      March 27,    March 26,     March 27,
                                                                     2005           2004           2005        2004
                                                                   ---------     ----------    ---------     ---------
<S>                                                                <C>           <C>           <C>           <C>
Net sales                                                          $ 211,600     $  206,316    $ 655,417     $ 644,526
Cost of sales                                                       (170,067)      (158,668)    (514,607)     (493,669)
                                                                   ---------     ----------    ---------     ---------
Gross profit                                                          41,533         47,648      140,810       150,857
Selling, administrative, and general expense                         (29,998)       (27,751)     (90,398)      (83,914)
Asset impairment charge                                                 (994)             0         (994)            0
Other income                                                           1,089              0        3,288             0
                                                                   ---------     ----------    ---------     ---------
Operating income                                                      11,630         19,897       52,706        66,943
Interest expense                                                      (7,465)        (6,464)     (21,101)      (25,212)
Loss on early extinguishment of debt                                       0              0            0        (4,018)
                                                                   ---------     ----------    ---------     ---------
Pretax income from continuing operations                               4,165         13,433       31,605        37,713
Tax provision                                                         (1,578)        (5,373)     (12,530)      (15,085)
                                                                   ---------     ----------    ---------     ---------
Income before discontinued operations                                  2,587          8,060       19,075        22,628
Discontinued operations, net of tax                                        0            (67)           0           466
                                                                   ---------     ----------    ---------     ---------
Net income                                                         $   2,587     $    7,993    $  19,075     $  23,094
                                                                   =========     ==========    =========     =========

Accumulated earnings at beginning of period                           69,111         35,857       52,623        20,756
                                                                   ---------     ----------    ---------     ---------
Accumulated earnings at end of period                              $  71,698     $   43,850    $  71,698     $  43,850
                                                                   =========     ==========    =========     =========


Net income                                                         $   2,587     $    7,993    $  19,075     $  23,094
Other comprehensive income/(loss):
   Unrealized (loss)/gain on hedging activity, net of taxes             (485)            18         (375)         (529)
                                                                   ---------     ----------    ---------     ---------
Comprehensive income                                               $   2,102     $    8,011    $  18,700     $  22,565
                                                                   =========     ==========    =========     =========

Accumulated other comprehensive loss
   at beginning of period                                          $ (11,420)    $  (11,456)   $ (11,530)    $ (10,909)
   Unrealized (loss)/gain on hedging activity, net of taxes             (485)            18         (375)         (529)
                                                                   ---------     ----------    ---------     ----------
Accumulated other comprehensive loss
   at end of period                                                $ (11,905)    $  (11,438)   $ (11,905)    $ (11,438)
                                                                   =========     ===========   =========     =========
</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)
(Unaudited)


<TABLE>
<CAPTION>
                                                                                  March 26,       June 26,
                                                                                    2005            2004
                                                                                  ---------       ---------
<S>                                                                               <C>             <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                                       $  4,811       $ 72,887
   Accounts receivable trade, net of allowances for doubtful accounts                85,637         63,319
   Accounts receivable, other                                                         3,224          2,271
   Inventories, net                                                                 220,829        181,083
   Current investment in CoBank                                                         397          1,477
   Prepaid manufacturing expense                                                      6,773         11,706
   Prepaid expenses and other current assets                                         10,716         11,327
   Assets held for sale                                                               1,517          6,848
   Current deferred tax asset                                                         8,834          9,047
                                                                                   --------       --------
         Total current assets                                                       342,738        359,965
Investment in CoBank                                                                    804          1,102
Property, plant and equipment, net                                                  199,505        197,845
Goodwill                                                                             46,042         35,586
Trademarks and other intangible assets, net                                         222,826        164,123
Other assets                                                                         15,691         20,266
Note receivable due from Pro-Fac Cooperative, Inc.                                        0          1,086
                                                                                   --------       --------
         Total assets                                                              $827,606       $779,973
                                                                                   ========       ========

                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current portion of obligations under capital leases                             $    864       $    851
   Current portion of long-term debt                                                  2,700          2,700
   Current portion of Termination and Transitional Services Agreements with
     Pro-Fac Cooperative, Inc.                                                        9,375          9,220
   Accounts payable                                                                  43,946         76,696
   Income taxes payable                                                              11,771          1,241
   Accrued interest                                                                   5,862          1,153
   Accrued employee compensation                                                      6,839         10,029
   Other accrued liabilities                                                         62,796         38,689
   Growers payable due to Pro-Fac Cooperative, Inc.                                  12,161          7,783
                                                                                   --------       --------
         Total current liabilities                                                  156,314        148,362
Obligations under capital leases                                                      2,528          3,028
Long-term debt                                                                      328,209        301,592
Long-term portion of Termination and Transitional Services Agreements with
     Pro-Fac Cooperative, Inc.                                                       10,399         16,830
Other non-current liabilities                                                        60,432         59,943
Non-current deferred tax liability                                                    7,112          6,371
                                                                                   --------       --------
         Total liabilities                                                          564,994        536,126
                                                                                   --------       --------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01; 11,000 shares
     authorized, issued and outstanding                                                   0              0
   Additional paid-in capital                                                       202,819        202,754
   Accumulated earnings                                                              71,698         52,623
   Accumulated other comprehensive income/(loss):
     Unrealized (loss)/gain on hedging activity                                        (158)           217
     Minimum pension liability adjustment                                           (11,747)       (11,747)
                                                                                   --------       --------
         Total shareholder's equity                                                 262,612        243,847
                                                                                   --------       --------
         Total liabilities and shareholder's equity                                $827,606       $779,973
                                                                                   ========       ========
</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 26, 2005     March 27, 2004
                                                                                --------------     --------------
<S>                                                                                <C>                <C>
Cash Flows From Operating Activities:
   Net income                                                                         $ 19,075          $  23,094
   Adjustments to reconcile net income to net cash (used in)/provided by
     operating activities-
       Amortization of certain intangible assets                                         2,367              1,348
       Depreciation                                                                     16,784             17,016
       Amortization of debt issue costs, amendment costs, and debt premiums              5,279              5,436
       (Gain)/Loss on sale of assets                                                      (304)               225
       Asset impairment charge                                                             994                  0
       Transitional Services Agreement with Pro-Fac Cooperative, Inc.                      (70)              (394)
       Provision for deferred taxes                                                        855                  0
       Loss on early extinguishment of debt                                                  0              4,018
    Change in assets and liabilities:
     Accounts receivable                                                               (19,834)            (3,864)
     Inventories and prepaid manufacturing expense                                     (31,977)             2,839
     Income taxes payable                                                               10,995             15,723
     Accounts payable and other accrued liabilities                                    (11,821)           (24,469)
     Due to Pro-Fac Cooperative, Inc., net                                               4,464                676
     Other assets and liabilities, net                                                   1,560              4,633
                                                                                      --------          ---------
Net cash (used in)/provided by operating activities                                     (1,633)            46,281
                                                                                      --------          ---------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                           (13,384)           (17,626)
   Proceeds from disposals of property, plant and equipment                                565              8,827
   Acquisition of California & Washington Company                                      (74,290)                 0
   Proceeds from investment in CoBank                                                    1,377              2,464
   Proceeds from/(issuance of) note receivable to Pro-Fac Cooperative, Inc., net         1,000               (300)
                                                                                      --------          ---------
Net cash used in investing activities                                                  (84,732)            (6,635)
                                                                                      --------          ---------

Cash Flows From Financing Activities:
   Net proceeds from Revolving Credit Facility                                          28,900                  0
   Payment of premium and fees on early extinguishment of debt                               0             (8,937)
   Birds Eye Holdings, Inc. contribution, net                                               65                852
   Payments on long-term debt                                                           (2,025)          (168,961)
   Payments on Termination Agreement with Pro-Fac Cooperative, Inc.                     (8,000)            (8,000)
   Payments on capital leases                                                             (651)              (299)
                                                                                      --------          ---------
Net cash provided by/(used in) financing activities                                     18,289           (185,345)
                                                                                      --------          ---------

Net change in cash and cash equivalents                                                (68,076)          (145,699)
   Cash and cash equivalents at beginning of period                                     72,887            153,756
                                                                                      --------          ---------
Cash and cash equivalents at end of period                                            $  4,811          $   8,057
                                                                                      ========          =========
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Interest                                                                         $(11,122)         $ (20,552)
                                                                                      ========          =========
     Income taxes (paid)/refunded, net                                                $   (681)         $     487
                                                                                      ========          =========

   Acquisition of California & Washington Company
     Accounts receivable                                                              $  3,437
     Inventories                                                                         3,336
     Prepaid expenses and other current assets                                              52
     Property, plant and equipment                                                          22
     Goodwill                                                                           10,610
     Trademarks and other intangible assets                                             61,070
     Accounts payable                                                                   (1,696)
     Accrued employee compensation                                                        (276)
     Other accrued liabilities                                                          (2,265)
                                                                                      --------
                                                                                      $ 74,290
                                                                                      ========

Supplemental disclosure of Non-Cash Investing and Financing Activities:
   Capital lease obligations incurred for equipment                                   $    239          $   1,780
                                                                                      ========          =========
</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 (UNAUDITED)

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

The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated as of June
20, 2002 (the "Unit Purchase Agreement"), by and among Pro-Fac Cooperative,
Inc., a New York agricultural cooperative ("Pro-Fac"), Birds Eye Foods, at the
time a New York corporation and a wholly-owned subsidiary of Pro-Fac, and
Vestar/Agrilink Holdings LLC, a Delaware limited liability company
("Vestar/Agrilink Holdings"), Vestar/Agrilink Holdings and its affiliates
indirectly acquired control of the Company.

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 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 three and nine months ended
March 26, 2005 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 audited financial statements and accompanying notes
contained in the Company's Form 10-K Equivalent for the fiscal year ended June
26, 2004.

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

New Accounting Pronouncements: In May 2004, the Financial Accounting Standards
Board ("FASB") issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003", which superseded FASB Staff Position No. 106-1.
FSP 106-2 requires that until an employer is able to determine whether benefits
provided by its plan are "actuarially equivalent" to Medicare Part D under the
Act, it must disclose the existence of the Act and the fact that the amounts
included in the financial statements related to the employer's postretirement
benefit plans do not reflect the effects of the Act. The guidance in FSP 106-2
is effective for interim or annual financial statements for periods beginning
after June 15, 2004. Detailed regulations necessary to implement the Act and
determine "actuarial equivalency" were issued on January 21, 2005. The Company
is currently evaluating these regulations; however, based on the current design
of the Company's postretirement benefit plans, the implementation of FSP 106-2
is not expected to have a material effect on the Company's consolidated
financial statements  See further disclosure at NOTE 8 to the "Notes to
Consolidated Financial Statements".

In November 2004, the FASB Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue No. 03-13, "Applying the Conditions in Paragraph 42 of
FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, in Determining Whether to Report Discontinued Operations". This EITF
Issue provides guidance regarding the evaluation of whether the operations and
cash flows of a component have been or will be eliminated from ongoing
operations, and what types of involvement constitute significant continuing
involvement in the operations of the disposed component. The guidance contained
in EITF 03-13 is effective for components of an enterprise that are either
disposed of or classified as held for sale in fiscal periods beginning after
December 15, 2004. The guidance contained in EITF 03-13 did not have
a material effect on the Company's consolidated financial statements.

In November 2004, the FASB issued Statement of Financial Accounting Standards
("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. This new statement is effective for fiscal years beginning after June
15, 2005. The Company is currently evaluating the effect SFAS No. 151 will have
on its consolidated financial statements.


                                       5





<PAGE>


In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception
from fair value measurement for nonmonetary exchanges of similar productive
assets, and replaces it with an exception for exchanges that do not have
commercial substance. This new Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect SFAS No. 153 to have a material effect on its consolidated
financial statements.

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 will have no impact on the Company's results of
operations or financial position for fiscal year 2005 because the manufacturer's
deduction is not available to the Company until fiscal year 2006. The Company is
currently evaluating the effect that the manufacturer's deduction will have in
subsequent years.

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. The Company's allowance for doubtful accounts was
approximately $1.4 million at March 26, 2005, and $1.0 million at June 26, 2004.

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 OF CALIFORNIA & WASHINGTON COMPANY

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 $72.5 million (excluding fees).

C&W is the premier marketer of branded frozen vegetables and fruits in the
Western United States, with the number one branded market share positions in
California, the Pacific Northwest, and Arizona. The Company believes the
Acquisition strengthens its competitive position by expanding its presence in
the Western United States. Annual net sales of C&W are approximately $40.0
million.

In accordance with the C&W stock purchase agreement, the Acquisition was closed
utilizing an estimate of net working capital, with a final agreed-upon net
working capital amount to be determined subsequent to closing. At March 26,
2005, the Company had an outstanding receivable from the former shareholders of
C&W related to the adjustment of net working capital in an aggregate amount of
approximately $0.9 million. Birds Eye Foods received the $0.9 million payment
from the former shareholders of C&W in April 2005.

The Acquisition was accounted for under the purchase method of accounting 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 and were
recorded at their respective fair values. The final allocation of purchase
price is presented in the financial statements and is based on management's
estimates of fair value derived from valuations and other studies which
provided the basis for such estimates. The allocation is presented in the
Consolidated Statement of Cash Flows as a supplemental disclosure. The goodwill
associated with this transaction is deductible for tax purposes.

The results of operations of C&W subsequent to the Acquisition are included in
the Company's Consolidated Statements of Operations for the three and nine
months ended March 26, 2005.


                                       6





<PAGE>


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 periods presented:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                  Three Months Ended             Nine Months Ended
                                                ----------------------     -------------------------------
                                                      March 27,              March 26,         March 27,
                                                        2004                   2005              2004
                                                      --------               --------          --------
<S>                                                   <C>                    <C>               <C>
Net sales                                             $216,476               $661,975          $675,385
Income before discontinued operations                    8,824                 18,889            24,409
Net income                                               8,757                 18,889            24,875
</TABLE>

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 the Acquisition occurred at
the beginning of the 2004 fiscal year, or of the future operations of the
Company.

NOTE 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Discontinued Operations: On May 1, 2004, the Company sold its Freshlike canned
vegetable business to the Allen Canning Company. This sale did not impact frozen
products carrying the Freshlike brand name. The Company recognized a gain of
approximately $3.8 million (after-tax) within discontinued operations in the
fourth quarter of fiscal 2004 as a result of this transaction.

The implementation of SFAS No. 144 resulted in the classification and separate
financial presentation of the Freshlike canned vegetable business as a
discontinued operation and its operations are, therefore, excluded from
continuing operations.

The operating results of all businesses classified as discontinued operations in
the Statement of Operations are summarized as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                           Three Months Ended      Nine Months Ended
                                          --------------------    -------------------
                                                March 27,               March 27,
                                                  2004                    2004
                                               ----------              ----------
<S>                                              <C>                    <C>
Net sales                                        $2,459                 $10,665
                                                 ======                 =======

Pretax (loss)/income                             $ (112)                $   777
Tax benefit/(provision)                              45                    (311)
                                                 ------                 -------
Discontinued operations, net of tax              $  (67)                $   466
                                                 ======                 =======
</TABLE>

Assets Held for Sale: Having met the criteria outlined in SFAS No. 144, closed
manufacturing sites in Enumclaw, Washington and Cincinnati, Ohio are classified
as assets held for sale on the Company's Consolidated Balance Sheet as of March
26, 2005. The Company is actively marketing these properties for sale. On April
29, 2005, the Company sold its facility located in Enumclaw, Washington for $1.2
million.

The major classes of assets included in the Consolidated Balance Sheet as assets
held for sale at the lower of carrying value or estimated fair value less costs
to sell are as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                March 26,        June 26,
                                                  2005             2004
                                               ----------       ---------
<S>                                              <C>             <C>
   Property, plant and equipment, net            $1,517           $6,848
                                                 ======           ======
</TABLE>

In accordance with SFAS No. 144, and during the quarter ended September 25,
2004, the Company reclassified the Green Bay, Wisconsin manufacturing facility
to assets held and used, as disposition of the location within one year was no
longer likely. During the quarter ended December 25, 2004, the Company
reclassified the Red Creek, New York and Sodus, Michigan facilities to assets
held and used, as disposition of these locations within one year was no longer
likely under SFAS No. 144. During the quarter ended March 26, 2005, the Company
sold its facility in Barker, New York to Barker Storage LLC for $0.4 million and
recognized a gain on disposal of $0.2 million.


                                       7





<PAGE>


NOTE 4.       AGREEMENTS WITH PRO-FAC

In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:

(i) Termination Agreement. Pro-Fac and Birds Eye Foods entered into a letter
agreement dated as of the Closing Date (the "Termination Agreement"), pursuant
to which, among other things, the marketing and facilitation agreement between
Pro-Fac and Birds Eye Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Birds Eye Foods and Pro-Fac, was terminated. In
consideration of such termination, Birds Eye Foods agreed to pay Pro-Fac a
termination fee of $10.0 million per year for five years, provided that certain
ongoing conditions are met, including maintaining grower membership levels
sufficient to generate certain minimum crop supply. The $10.0 million payment is
payable in quarterly installments as follows: $4.0 million on each July 1, and
$2.0 million each on October 1, January 1, and April 1. The liability for the
Termination Agreement has been reflected at fair value utilizing a discount rate
of 11 1/2 percent. The amount of the obligation under the Termination Agreement
was $19.8 million as of March 26, 2005 and $26.0 million as of June 26, 2004.

(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Birds Eye Foods entered into an amended and restated marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated Marketing and
Facilitation Agreement"). The Amended and Restated Marketing and Facilitation
Agreement replaces the Old Marketing and Facilitation Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops. Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops supplied by Pro-Fac, in installments corresponding to the dates of
payment by Pro-Fac to its members for crops delivered. CMV is defined as the
weighted average price paid by other commercial processors for similar crops
sold under preseason contracts and in the open market in the same or competing
market areas. The processes for determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and Facilitation Agreement. Birds Eye Foods makes
payments to Pro-Fac of an estimated CMV for a particular crop year, subject to
adjustments to reflect the actual CMV following the end of such year. Commodity
committees of Pro-Fac meet with Birds Eye Foods management to establish CMV
guidelines, review calculations, and report to a joint CMV committee of Pro-Fac
and Birds Eye Foods. Amounts paid by Birds Eye Foods to Pro-Fac for the CMV of
crops supplied for the nine months ended March 26, 2005 and March 27, 2004 were
$45.7 million and $48.8 million, respectively.

The Amended and Restated Marketing and Facilitation Agreement also provides that
Birds Eye Foods will continue to provide to Pro-Fac services relating to
planning, consulting, sourcing and harvesting crops from Pro-Fac members in a
manner consistent with past practices. In addition, until August 19, 2007, Birds
Eye Foods may provide Pro-Fac with services related to the expansion of the
market for the agricultural products of Pro-Fac members (at no cost to Pro-Fac
other than reimbursement of Birds Eye Foods' incremental and out-of-pocket
expenses related to providing such services as agreed to by Pro-Fac and Birds
Eye Foods).

Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods determines the amount of crops which Birds Eye Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount or (ii) a
defined target percentage of Birds Eye Foods' needs for each particular crop,
then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of
Birds Eye Foods in the 2002 crop year (fiscal 2003). The shortfall payment
provisions of the agreement include a maximum shortfall payment, determined for
each crop, that can be paid over the term of the Amended and Restated Marketing
and Facilitation Agreement. The aggregate shortfall payment amounts for all
crops covered under the agreement cannot exceed $20.0 million over the term of
the agreement. The Company does not expect to pay any such shortfall payments.

Unless terminated earlier, the Amended and Restated Marketing and Facilitation
Agreement will continue in effect until August 19, 2012. Birds Eye Foods may
terminate the Amended and Restated Marketing and Facilitation Agreement prior to
August 19, 2012 upon the occurrence of certain events, including in connection
with a change in control transaction affecting Birds Eye Foods or Birds Eye
Holdings Inc., ("Holdings Inc."). However, in the event Birds Eye Foods
terminates the Amended and Restated Marketing and Facilitation Agreement as a
result of a change in control transaction prior to August 19, 2005, Birds Eye
Foods must pay Pro-Fac a termination fee of $20.0 million (less the total amount
of any shortfall payments previously paid to Pro-Fac under the Amended and
Restated Marketing and Facilitation Agreement). Also, if, before August 19,
2005, Birds Eye Foods sells one or more portions of its business, and if the
purchaser does not continue to purchase the crops previously purchased by Birds
Eye Foods with respect to the transferred business, then such failure will be
taken into consideration when determining if Birds Eye Foods is required to make
any shortfall payments to Pro-Fac. After August 19, 2005, Birds Eye Foods may
sell portions of its business and the volumes of crop purchases previously made
by Birds Eye Foods with respect to such transferred business will be disregarded
for purposes of determining shortfall payments.


                                       8





<PAGE>


(iii) Credit Agreement. Birds Eye Foods and Pro-Fac entered into a Credit
Agreement, dated August 19, 2002 (the "Credit Agreement"), pursuant to which
Birds Eye Foods agreed to make available to Pro-Fac loans in an aggregate
principal amount of up to $5.0 million (the "Credit Facility"). Pro-Fac is
permitted to draw up to $1.0 million per year under the Credit Facility, unless
Birds Eye Foods is prohibited from making such advances under the terms of
certain third party indebtedness of Birds Eye Foods. Pro-Fac borrows and repays
periodically based on its cash flow requirements. The amount of the Credit
Facility will be reduced, on a dollar-for-dollar basis, to the extent of certain
distributions made by Birds Eye Holdings LLC ("Holdings LLC") to Pro-Fac in
respect of its ownership in Holdings LLC. Pro-Fac has pledged all of its Class B
Common Units in Holdings LLC as security for advances under the Credit Facility.
The Credit Facility bears interest at the rate of 10 percent per annum. As of
March 26, 2005, there were no amounts outstanding under this Credit Agreement.

NOTE 5. INVENTORIES

The major classes of inventories, net of reserves of $6.1 million and $4.1
million, as of March 26, 2005 and June 26, 2004, respectively, are as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                            March 26,         June 26,
                                              2005              2004
                                           ----------        ---------
<S>                                         <C>              <C>
Finished goods                              $197,243         $158,090
Raw materials and supplies                    23,586           22,993
                                            --------         --------
   Total inventories                        $220,829         $181,083
                                            ========         ========
</TABLE>

NOTE 6. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

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.

As of March 26, 2005, goodwill related to the branded frozen segment was
increased by approximately $10.6 million as a result of the allocation of
purchase price from the acquisition of California & Washington Company.
Additionally, in accordance with EITF Issue No. 95-3, "Recognition of
Liabilities in Connection with a Purchase Business Combination", goodwill was
reduced by approximately $0.2 million as a result of the ultimate amount of
involuntary employee termination costs being less than the amount recorded.

Intangible Assets: As outlined in SFAS No. 142, certain intangibles with a
finite life are required to continue to be amortized. These intangibles are
being amortized on a straight-line basis over their estimated lives of 3 months
to 36 years. SFAS No. 142 also requires that intangible assets with indefinite
lives not be amortized.

As of March 26, 2005, as a result of the acquisition of California & Washington
Company, intangible assets related to order backlogs, covenants not to compete,
employment contracts, and customer relationships were recognized in the
aggregate amount of approximately $30.1 million. These intangibles are being
amortized over their estimated useful lives. In addition, trademarks, which are
not amortized, were increased by approximately $31.0 million as of March 26,
2005 as a result of the acquisition of California & Washington Company.

These amounts assigned to the intangible assets of California & Washington
Company were recorded at fair value based on a valuation.


                                       9





<PAGE>


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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                   March 26,                       June 26,
                                                     2005                            2004
                                           -------------------------       --------------------------
                                            Gross                           Gross
                                           Carrying     Accumulated        Carrying      Accumulated
                                            Amount      Amortization        Amount       Amortization
                                            ------      ------------        ------       ------------
<S>                                        <C>            <C>              <C>             <C>
Amortized intangible assets:
   Covenants not to compete                $    751       $  (385)         $    588        $  (298)
   Order backlog                                470          (470)                0              0
   Customer relationships                    35,800        (2,717)            8,000         (1,667)
   Other                                     12,006        (2,129)           10,406         (1,406)
                                           --------       -------          --------        -------
     Total                                 $ 49,027       $(5,701)         $ 18,994        $(3,371)
                                           ========       =======          ========        =======

Unamortized intangible assets:
   Trademarks                               179,500                         148,500
                                           --------                        --------
     Total                                 $228,527                        $167,494
                                           ========                        ========
</TABLE>

The aggregate amortization expense associated with intangible assets for the
nine months ended March 26, 2005 and March 27, 2004 was $2.4 million and $1.3
million, respectively. Aggregate amortization expense for the last remaining
quarter of fiscal 2005 is estimated to be $0.7 million.

The aggregate amortization expense for each of the five succeeding fiscal years
is estimated as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                       Aggregate
                        Annual
Fiscal               Amortization
Year                    Expense
----                 ------------
<S>                     <C>
2006                    $2,905
2007                     2,777
2008                     2,766
2009                     2,766
2010                     2,496
</TABLE>

NOTE 7. DEBT

Summary of Long-Term Debt
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                  March 26,            June 26,
                                    2005                2004
                                  --------            --------
<S>                               <C>                 <C>
Term Loan Facility                $250,834            $252,859
Senior Subordinated Notes           51,175              51,433
Revolving Credit Facility           28,900                   0
                                  --------            --------
Total debt                         330,909             304,292
Less current portion                (2,700)             (2,700)
                                  --------            --------
Total long-term debt              $328,209            $301,592
                                  ========            ========
</TABLE>

Bank Debt: In connection with the Transaction, 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. There were
borrowings of $28.9 million on the Revolving Credit Facility as of March 26,
2005.

                                       10





<PAGE>


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 approximately $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
credit agreement governing the Senior Credit Facility (the "Senior Credit
Agreement"). Provisions of the Senior Credit Agreement require that annual
payments, within 105 days after the end of each fiscal year, in the amount of
"excess cash flow" be utilized to prepay the Term Loan Facility at an applicable
percentage that corresponds to the Company's Consolidated Leverage Ratio. There
was no "excess cash flow" for the year ended June 26, 2004 required to be paid
under the Term Loan Facility in fiscal 2005. The amount of "excess cash flow"
for the year ended June 28, 2003 was $13.1 million and was paid on September 26,
2003.

As of March 26, 2005, the interest rate under the Revolving Credit Facility was
approximately 4.69 percent on LIBOR loans, and the interest rate under the Term
Loan Facility was approximately 5.31 percent on LIBOR loans.

The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including, but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
earnings before interest, taxes, depreciation, and amortization ("EBITDA")
ratio, a maximum average senior debt to EBITDA ratio, and a minimum EBITDA to
interest expense ratio. 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 10 to the
"Notes to Consolidated Financial Statements".

Senior Subordinated Notes: As of March 26, 2005, Birds Eye Foods had outstanding
$50.0 million of its $200.0 million 11 7/8 percent Senior Subordinated Notes
(the "Notes"), due 2008. On November 24, 2003, the Company repaid $150.0 million
of these Notes. In conjunction with this repayment, a pre-tax loss on early
extinguishment of debt of $4.0 million was recorded. This amount reflects the
payment of an $8.9 million call premium and other transaction expenses less the
related unamortized premium of $4.9 million recorded in conjunction with the
August 19, 2002 Transaction. The remaining premium of $1.2 million at March 26,
2005 is being amortized against interest expense over the remaining life of the
outstanding Notes.

The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. The Company is in compliance with all
covenants, restrictions, and requirements under the Notes.

NOTE 8. INTERIM DISCLOSURES FOR PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Components of Net Periodic Benefit Cost
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                             Pension Benefits
                                                       Three Months Ended                       Nine Months Ended
                                                    --------------------------            ----------------------------
                                                     March 26,       March 27,              March 26,        March 27,
                                                       2005            2004                   2005             2004
                                                    -----------    -----------            -----------      -----------
<S>                                                 <C>              <C>                  <C>               <C>
Service cost                                        $ 1,114          $ 1,244                $ 3,341          $ 3,732
Interest cost                                         1,981            1,962                  5,943            5,886
Expected return on plan assets                       (1,793)          (1,606)                (5,379)          (4,817)
Amortization of prior service cost                        1                1                      4                4
Amortization of net loss                                210              243                    632              728
                                                    -------          -------                -------          -------
Net periodic cost - Company plans                   $ 1,513          $ 1,844                $ 4,541          $ 5,533
Net periodic cost - union plans                         117              122                    341              368
                                                    -------          -------                -------          -------
Total periodic benefit cost                         $ 1,630          $ 1,966                $ 4,882          $ 5,901
                                                    =======          =======                =======          =======
</TABLE>


<TABLE>
<CAPTION>
                                                                   Postretirement Benefits Other than Pensions
                                                        Three Months Ended                      Nine Months Ended
                                                    --------------------------            ----------------------------
                                                     March 26,      March 27,              March 26,        March 27,
                                                       2005            2004                   2005            2004
                                                    -----------    -----------            -----------      -----------

<S>                                                 <C>              <C>                  <C>               <C>
Service cost                                           $ 10              $12                   $ 32             $ 37
Interest cost                                            49               57                    148              170
Amortization of prior service cost                       (7)              (7)                   (22)             (22)
                                                       ----              ---                   ----             ----
Total periodic benefit cost                            $ 52              $62                   $158             $185
                                                       ====              ===                   ====             ====
</TABLE>


                                       11







<PAGE>


The Company is currently in the process of evaluating whether benefits provided
by its postretirement benefit plans are considered "actuarially equivalent" to
Medicare Part D under the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act"), based on the final regulations issued
January 21, 2005 by the Centers for Medicare and Medicaid Services. As such, the
amounts presented above and included in the consolidated financial statements
related to the Company's postretirement benefit plans do not reflect the effects
of the Act. Based on the current design of the Company's postretirement benefit
plans, the final implementation of FSP 106-2 is not expected to have a material
effect on the Company's consolidated financial statements.

NOTE 9. OPERATING SEGMENTS

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

The Company's branded 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 Voila!, Birds Eye Simply Grillin', Freshlike,
McKenzie's and C&W. The Company's branded 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-branded markets
which include store brand, food service and industrial markets. The Company's
store brand products include frozen vegetables, chili products, fruit fillings
and toppings, and other canned products. The Company's food service and
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 26,         March 27,           March 26,         March 27,
                                                      2005              2004                 2005             2004
                                                 --------------   ---------------     -----------------  ---------------
<S>                                                <C>               <C>                 <C>                <C>
Net Sales:
   Branded frozen                                    $ 91.5          $ 84.1                  $269.9           $250.4
   Branded dry                                         45.5            45.2                   158.7            157.6
   Non-branded                                         74.6            77.0                   226.8            236.5
                                                     ------          ------                  ------           ------
Total continuing segments                            $211.6          $206.3                  $655.4           $644.5
                                                     ======          ======                  ======           ======
Operating income/(loss):

   Branded frozen                                    $ 12.0          $ 16.8                  $ 36.2           $ 48.5
   Branded dry                                          4.8             6.6                    26.6             28.5
   Non-branded                                         (5.3)           (3.5)                  (12.4)           (10.1)
   Asset impairment charge(1)                          (1.0)            0.0                    (1.0)             0.0
   Other income(2)                                      1.1             0.0                     3.3              0.0
                                                     ------          ------                  ------          -------
Operating Income                                       11.6            19.9                    52.7             66.9
Interest expense                                       (7.4)           (6.5)                  (21.1)           (25.2)
Loss on early extinguishment of debt                    0.0             0.0                     0.0             (4.0)
                                                     ------          ------                  ------           ------
Pretax income from continuing operations             $  4.2          $ 13.4                  $ 31.6           $ 37.7
                                                     ======          ======                  ======           ======
</TABLE>


(1) 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 branded canned
vegetable businesses. This item is excluded from the Company's evaluation of
segment performance. See NOTE 11 to the "Notes to the Consolidated Financial
Statements".

(2) Represents other income not allocated to individual segments. This item is
excluded from the Company's evaluation of segment performance. See NOTE 11 to
the "Notes to the Consolidated Financial Statements".


                                       12








<PAGE>


NOTE 10. 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 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 will vary 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,
GLK Holdings, Inc. (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 Notes. In addition, Kennedy Endeavors,
Incorporated, GLK Holdings, Inc., BEMSA Holdings, Inc., Linden Oaks Corporation
("Subsidiary Guarantors") and Holdings Inc. 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 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 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         $11,476        $    0        $(6,222)         $ 211,600
Cost of sales                                      (167,020)         (9,445)            0          6,398           (170,067)
                                                  ---------         -------        ------        -------          ---------
Gross profit                                         39,326           2,031             0            176             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)          7,415             0           (176)             1,089
Income from subsidiaries                              7,933             637             0         (8,570)                 0
                                                  ---------         -------        ------        -------          ---------
Operating income                                     10,894           9,306             0         (8,570)            11,630
Interest (expense)/income                           (10,216)          1,317         1,434              0             (7,465)
                                                  ---------         -------        ------        -------          ---------
Pretax income from continuing operations                678          10,623         1,434         (8,570)             4,165
Tax provision                                        (1,261)         (3,487)            0          3,170             (1,578)
                                                  ---------         -------        ------        -------          ---------
Net (loss)/income                                 $    (583)        $ 7,136        $1,434        $(5,400)         $   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        $ 27,199         $    0        $(12,347)      $ 655,417
Cost of sales                                      (504,483)        (22,913)             0          12,789        (514,607)
                                                  ---------        --------         ------        --------       ---------
Gross profit                                        136,082           4,286              0             442         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)         23,247              0            (442)          3,288
Income from subsidiaries                             22,466           1,938              0         (24,404)              0
                                                  ---------        --------         ------        --------       ---------
Operating income                                     49,984          27,126              0         (24,404)         52,706
Interest (expense)/income                           (29,051)          3,584          4,366               0         (21,101)
                                                  ---------        --------         ------        --------       ---------
Pretax income from continuing operations             20,933          30,710          4,366         (24,404)         31,605
Tax provision                                        (9,537)        (10,672)             0           7,679         (12,530)
                                                  ---------        --------         ------        --------       ---------
Net income                                        $  11,396        $ 20,038         $4,366        $(16,725)      $  19,075
                                                  =========        ========         ======        ========       =========
</TABLE>



                                       14










<PAGE>


<TABLE>
<CAPTION>
                                                                                    Balance Sheet
                                                                                   March 26, 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                       $  4,519        $    292         $     0        $       0       $   4,811
   Accounts receivable, net                          85,001           3,860               0                0          88,861
   Inventories -
     Finished goods                                 196,637             606               0                0         197,243
     Raw materials and supplies                      22,669             917               0                0          23,586
                                                   --------        --------         -------        ---------       ---------
       Total inventories                            219,306           1,523               0                0         220,829
   Other current assets                              25,918           2,319             956             (956)         28,237
                                                   --------        --------         -------        ---------       ---------

       Total current assets                         334,744           7,994             956             (956)        342,738
   Property, plant, and equipment, net              174,130          25,375               0                0         199,505
   Investment in subsidiaries                       349,684          14,502               0         (364,186)              0
   Goodwill and other intangible assets, net         80,298         188,570               0                0         268,868
   Other assets                                      16,116          98,933          31,705         (130,259)         16,495
                                                   --------        --------         -------        ---------       ---------
       Total assets                                $954,972        $335,374         $32,661        $(495,401)      $ 827,606
                                                   ========        ========         =======        =========       =========

    Liabilities and Shareholder's Equity
   Current portion of long-term debt               $  2,700        $      0         $     0        $       0       $   2,700
   Current portion of Termination
     and Transitional Services
     Agreements with Pro-Fac Cooperative, Inc.        9,375               0               0                0           9,375
   Accounts payable                                  42,789           1,157               0                0          43,946
   Accrued interest                                   6,818               0               0             (956)          5,862
   Intercompany loans                                 2,574          (2,574)              0                0               0
   Other current liabilities                         96,842           5,267               0           (7,678)         94,431
                                                   --------        --------         -------        ---------       ---------
       Total current liabilities                    161,098           3,850               0           (8,634)        156,314
   Long-term debt                                   359,914               0               0          (31,705)        328,209
   Long-term portion of Termination and
     Transitional Services Agreements
     with Pro-Fac Cooperative, Inc.                  10,399               0               0                0          10,399
   Other non-current liabilities                    168,626               0               0          (98,554)         70,072
                                                   --------        --------         -------        ---------       ---------
        Total liabilities                           700,037           3,850               0         (138,893)        564,994
   Shareholder's equity                             254,935         331,524          32,661         (356,508)        262,612
                                                   --------        --------         -------        ---------       ---------
       Total liabilities and
         shareholder's equity                      $954,972        $335,374         $32,661        $(495,401)      $827,606
                                                   ========        ========         =======        =========       ========
</TABLE>



                                       15





<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
                                                         -----------   ----------    ------------    -------    ------------
(Dollars in Thousands)
<S>                                                      <C>            <C>        <C>              <C>          <C>
Cash Flows From Operating Activities:
   Net income                                               $ 11,396     $20,038         $ 4,366    $ (16,725)   $ 19,075
   Adjustments to reconcile net income to cash
     (used in)/provided by operating activities -
       Depreciation                                           15,186       1,598               0            0      16,784
       Amortization of certain intangible assets               1,804         563               0            0       2,367
       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)
       Asset impairment charge                                   994           0               0            0         994
       Transitional Services Agreement with
         Pro-Fac Cooperative, Inc.                               (70)          0               0            0         (70)
       Provision for deferred taxes                              855           0               0            0         855
       Equity in earnings of subsidiaries                     (4,870)       (641)              0        5,511           0
       Change in working capital                             (33,705)     (5,238)              9       (7,679)    (46,613)
                                                            --------    --------         -------    ---------    --------
Net cash (used in)/provided by operating activities           (1,982)     16,321           2,921      (18,893)     (1,633)
                                                            --------    --------         -------    ---------    --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                (13,134)       (250)              0            0     (13,384)
   Proceeds from disposals of property, plant and
     equipment                                                   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                        (84,489)       (243)              0            0     (84,732)
                                                            --------    --------         -------    ---------    --------

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>


                                       16



<PAGE>

<TABLE>
<CAPTION>
                                                                               Statement of Operations
                                                                          Three Months Ended March 27, 2004
                                                       -----------------------------------------------------------------------
                                                       Birds Eye      Subsidiary  Non-Guarantor   Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries     Entries       Consolidated
                                                       -----------    ----------   ------------     -------       ------------
(Dollars in Thousands)
<S>                                                     <C>          <C>          <C>             <C>              <C>
Net sales                                               $ 202,213    $   9,458    $       0       $  (5,355)       $ 206,316
Cost of sales                                            (156,296)      (7,882)           0           5,510         (158,668)
                                                        ---------    ---------    ---------       ---------        ---------
Gross profit                                               45,917        1,576            0             155           47,648
Selling, administrative, and general expense              (27,157)        (594)           0               0          (27,751)
Other (expense)/income                                     (6,170)       6,325            0            (155)               0
Income from subsidiaries                                    6,631          586            0          (7,217)               0
                                                        ---------    ---------    ---------       ---------        ---------
Operating income                                           19,221        7,893            0          (7,217)          19,897
Interest (expense)/income                                  (8,788)       1,002        1,322               0           (6,464)
                                                        ---------    ---------    ---------       ---------        ---------
Pretax income from continuing operations                   10,433        8,895        1,322          (7,217)          13,433
Tax provision                                              (2,373)      (3,000)           0               0           (5,373)
                                                        ---------    ---------    ---------       ---------        ---------
Income before discontinued operations                       8,060        5,895        1,322          (7,217)           8,060
Discontinued operations (net of a tax benefit of $45)         (67)           0            0               0              (67)
                                                        ---------    ---------    ---------       ---------        ---------
Net income                                              $   7,993    $   5,895    $   1,322       $  (7,217)       $   7,993
                                                        =========    =========    =========       =========        =========

</TABLE>


<TABLE>
<CAPTION>
                                                                       Statement of Operations
                                                                  Nine Months Ended March 27, 2004
                                                 ----------------------------------------------------------------
                                                 Birds Eye    Subsidiary  Non-Guarantor  Eliminating
                                                 Foods, Inc.  Guarantors   Subsidiaries    Entries    Consolidated
                                                 -----------  ----------   ------------    -------    ------------
(Dollars in Thousands)
<S>                                               <C>           <C>            <C>       <C>         <C>
Net sales                                         $ 631,541     $ 22,878       $    0    $ (9,893)   $ 644,526
Cost of sales                                      (485,004)     (18,929)           0      10,264     (493,669)
                                                  ---------     --------       ------    --------    ---------
Gross profit                                        146,537        3,949            0         371      150,857
Selling, administrative, and general expense        (82,044)      (1,870)           0           0      (83,914)
Other (expense)/income                              (30,839)      31,210            0        (371)           0
Income from subsidiaries                             28,656        1,891            0     (30,547)           0
                                                  ---------     --------       ------    --------    ---------
Operating income                                     62,310       35,180            0     (30,547)      66,943
Interest (expense)/income                           (35,028)       5,557        4,259           0      (25,212)
Loss on early extinguishment of debt                 (4,018)           0            0           0       (4,018)
                                                  ---------     --------       ------    --------    ---------
Pretax income from continuing operations             23,264       40,737        4,259     (30,547)      37,713
Tax provision                                          (636)     (14,449)           0           0      (15,085)
                                                  ---------     --------       ------    --------    ---------
Income before discontinued operations                22,628       26,288        4,259     (30,547)      22,628
Discontinued operations (net of a tax provision
    of $311)                                            466            0            0           0          466
                                                  ---------     --------       ------    --------    ---------
Net income                                        $  23,094     $ 26,288       $4,259    $(30,547)   $  23,094
                                                  =========     ========       ======    ========    =========

</TABLE>


                                       17





<PAGE>

<TABLE>
<CAPTION>
                                                                                Balance Sheet
                                                                                June 26, 2004
                                                   ----------------------------------------------------------------------
                                                    Birds Eye     Subsidiary   Non-Guarantor   Eliminating
                                                   Foods, Inc.    Guarantors   Subsidiaries      Entries     Consolidated
                                                   -----------    ----------   ------------      -------     ------------

(Dollars in Thousands)
<S>                                                   <C>         <C>           <C>             <C>           <C>
Assets
   Cash and cash equivalents                          $ 72,701    $    186      $     0         $       0     $ 72,887
   Accounts receivable, net                             61,232       4,358            0                 0       65,590
   Inventories -
     Finished goods                                    157,394         696            0                 0      158,090
     Raw materials and supplies                         22,029         964            0                 0       22,993
                                                      --------    --------      -------         ---------     --------
       Total inventories                               179,423       1,660            0                 0      181,083
   Other current assets                                 38,245       2,160          967              (967)      40,405
                                                      --------    --------      -------         ---------     --------
       Total current assets                            351,601       8,364          967              (967)     359,965
   Property, plant, and equipment, net                 172,670      25,175            0                 0      197,845
   Investment in subsidiaries                          313,403      13,860            0          (327,263)           0
   Goodwill and other intangible assets, net            41,576     158,133            0                 0      199,709
   Other assets                                         22,178      98,650       30,250          (128,624)      22,454
                                                      --------    --------      -------         ---------     --------
       Total assets                                   $901,428    $304,182      $31,217         $(456,854)    $779,973
                                                      ========    ========      =======         =========     ========

Liabilities and Shareholder's Equity
   Current portion of long-term debt                  $  2,700    $      0      $     0         $       0     $  2,700
   Current portion of Termination and Transitional
     Services Agreements with Pro-Fac
     Cooperative, Inc.                                   9,220           0            0                 0        9,220
   Accounts payable                                     74,889       1,807            0                 0       76,696
   Accrued interest                                      2,120           0            0              (967)       1,153
   Intercompany loans                                    2,327      (2,327)           0                 0            0
   Other current liabilities                            49,937       8,656            0                 0       58,593
                                                      --------    --------      -------         ---------     --------
       Total current liabilities                       141,193       8,136            0              (967)     148,362
   Long-term debt                                      331,842           0            0           (30,250)     301,592
   Long-term portion of Termination and
     Transitional Services Agreements
     with Pro-Fac Cooperative, Inc.                     16,830           0            0                 0       16,830
   Other non-current liabilities                       167,716           0            0           (98,374)      69,342
                                                      --------    --------      -------         ---------     --------
       Total liabilities                               657,581       8,136            0          (129,591)     536,126
   Shareholder's equity                                243,847     296,046       31,217          (327,263)     243,847
                                                      --------    --------      -------         ---------     --------
       Total liabilities and shareholder's equity     $901,428    $304,182      $31,217         $(456,854)    $779,973
                                                      ========    ========      =======         =========     ========

</TABLE>

                                       18






<PAGE>




<TABLE>
<CAPTION>
                                                                                    Statement of Cash Flows
                                                                               Nine Months Ended March 27, 2004
                                                           ---------------------------------------------------------------------
                                                            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                                               $  23,094     $ 26,288       $ 4,259        $(30,547)     $  23,094
   Adjustments to reconcile net income to cash
     provided by operating activities -
       Depreciation                                            15,863        1,153             0               0         17,016
       Amortization of certain intangible assets                  785          563             0               0          1,348
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind      8,314            0        (2,878)              0          5,436
       Transitional Services Agreement with
         Pro-Fac Cooperative, Inc.                               (394)           0             0               0           (394)
       Loss on sale of assets                                     225            0             0               0            225
       Loss on early extinguishment of debt                     4,018            0             0               0          4,018
       Equity in undistributed earnings of subsidiaries        (1,182)      (1,707)            0           2,889              0
       Change in working capital                               (4,968)       1,473          (967)              0         (4,462)
                                                            ---------     --------       -------        --------      ---------
Net cash provided by operating activities                      45,755       27,770           414         (27,658)        46,281
                                                            ---------     --------       -------        --------      ---------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                 (17,384)        (242)            0               0        (17,626)
   Proceeds from disposals of property, plant and
     equipment                                                  8,827            0             0               0          8,827
   Proceeds from investment in CoBank                           2,464            0             0               0          2,464
   Issuance of note receivable to Pro-Fac
     Cooperative, Inc., net                                      (300)           0             0               0           (300)
                                                            ---------     --------       -------        --------      ---------
   Net cash used in investing activities                       (6,393)        (242)            0               0         (6,635)
                                                            ---------     --------       -------        --------      ---------

Cash Flows From Financing Activities:
   Payment of premium and fees on early
     extinguishment of debt                                    (8,937)           0             0               0         (8,937)
   Payments on long-term debt                                (168,961)           0             0               0       (168,961)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                                 (8,000)           0             0               0         (8,000)
   Payments on capital lease                                     (299)           0             0               0           (299)
   Birds Eye Holdings, Inc. contribution, net                     852            0             0               0            852
   Dividends paid                                                   0      (27,244)         (414)         27,658              0
                                                            ---------     --------       -------        --------      ---------
Net cash used in financing activities                        (185,345)     (27,244)         (414)         27,658       (185,345)
                                                            ---------     --------       -------        --------      ---------

Net change in cash and cash equivalents                      (145,983)         284             0               0       (145,699)

Cash and cash equivalents at beginning of period              153,619          137             0               0        153,756
                                                            ---------     --------       -------        --------      ---------
Cash and cash equivalents at end of period                  $   7,636     $    421       $     0        $      0      $   8,057
                                                            =========     ========       =======        ========      =========
</TABLE>






                                       19







<PAGE>




NOTE 11.   OTHER MATTERS

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.

Other Income: 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 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, "Accounting for the
Impairment or Disposal of Long-Lived Assets", 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.


               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 but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. Among the factors that could impact the Company include:

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

o    the impact of changes in consumer demand;

o    the effectiveness of marketing and shifts in market demand;

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

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    interest rate fluctuations.



                                       20





<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 Inc.s', (the "Company" or "Birds Eye Foods")
financial condition and results of operations in the third quarter and first
nine months of fiscal 2005 as compared to the third quarter and first nine
months of fiscal 2004. This section should be read in conjunction with Part I,
Item 1 of this report.

Birds Eye Foods has three primary segments including: branded frozen, branded
dry, and non-branded. The majority of each of the segments' net sales are within
the United States. In addition, all of the Company's operating facilities,
excluding one in Mexico, are within the United States.

The Company's branded 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 Voila!, Birds Eye Simply Grillin', C&W,
Freshlike and McKenzie's. The Company's branded 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-branded
markets which include store brand, food service and industrial markets. The
Company's store brand products include frozen vegetables, chili products, fruit
fillings and toppings, and other canned products. The Company's food service and
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 26, 2005 and March 27, 2004:

Net Sales
(Dollars in Millions)

<TABLE>
<CAPTION>
                                              Three Months Ended                           Nine Months Ended
                                   ----------------------------------------    ----------------------------------------
                                        March 26,             March 27,             March 26,             March 27,
                                          2005                  2004                  2005                  2004
                                   ------------------    ------------------    ------------------    ------------------
                                                % of                  % of                  % of                  % of
                                      $        Total        $        Total        $        Total        $        Total
                                   -------    -------    -------    -------    -------    -------    -------    -------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Branded frozen                        91.5       43.2       84.1       40.8      269.9       41.2      250.4       38.9
Branded dry                           45.5       21.5       45.2       21.9      158.7       24.2      157.6       24.4
Non-branded                           74.6       35.3       77.0       37.3      226.8       34.6      236.5       36.7
                                   -------    -------    -------    -------    -------    -------    -------    -------
     Total                           211.6      100.0      206.3      100.0      655.4      100.0      644.5      100.0
                                   =======    =======    =======    =======    =======    =======    =======    =======
</TABLE>


Operating Income
(Dollars in Millions)

<TABLE>
<CAPTION>
                                              Three Months Ended                           Nine Months Ended
                                   ----------------------------------------    ----------------------------------------
                                        March 26,             March 27,             March 26,             March 27,
                                          2005                  2004                  2005                  2004
                                   ------------------    ------------------    ------------------    ------------------
                                                % of                  % of                  % of                  % of
                                      $        Total        $        Total        $        Total        $        Total
                                   -------    -------    -------    -------    -------    -------    -------    -------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Branded frozen                        12.0      103.4       16.8       84.4       36.2       68.7       48.5       72.5
Branded dry                            4.8       41.4        6.6       33.2       26.6       50.5       28.5       42.6
Non-branded                           (5.3)     (45.7)      (3.5)     (17.6)     (12.4)     (23.5)     (10.1)     (15.1)
Asset impairment charge(1)            (1.0)      (8.6)       0.0        0.0       (1.0)      (2.0)       0.0        0.0
Other income(2)                        1.1        9.5        0.0        0.0        3.3        6.3        0.0        0.0
                                   -------    -------    -------    -------    -------    -------    -------    -------
     Total operating income           11.6      100.0       19.9      100.0       52.7      100.0       66.9      100.0
                                   =======    =======    =======    =======    =======    =======    =======    =======
</TABLE>

(1) The asset impairment charge represents an adjustment to 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 branded canned
vegetable businesses. This item is excluded from the Company's evaluation of
segment performance. See NOTE 11 to the "Notes to the Consolidated Financial
Statements".

(2) Represents other income not allocated to individual segments. This item is
excluded from the Company's evaluation of segment performance. See NOTE 11 to
the "Notes to the Consolidated Financial Statements".


                                       21





<PAGE>


EBITDA(1)

The following table sets forth continuing segment EBITDA (defined as income
before discontinued operations plus interest, taxes, depreciation and
amortization) for the three and nine months ended March 26, 2005 and March 27,
2004. EBITDA is an additional measure used by the Company to evaluate the
operating performance of its segments. EBITDA is also a primary measure used
externally by the Company's investor and lenders to ensure consistent
comparability. However, EBITDA should be considered in addition to, and not as a
substitute for or superior to, operating income, net income, cash flows, 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 as
reported by the Company may not be comparable to similarly titled measures
employed by other companies.

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                      Three Months Ended                           Nine Months Ended
                                           ----------------------------------------    ----------------------------------------
                                                March 26,             March 27,             March 26,             March 27,
                                                  2005                  2004                  2005                  2004
                                           ------------------    ------------------    ------------------    ------------------
                                                     % of                  % of                  % of                  % of
                                              $        Total        $        Total        $        Total        $        Total
                                           -------    -------    -------    -------    -------    -------    -------    -------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Branded frozen                                14.7       80.8       18.7       73.3       43.3       60.2       54.8       67.5
Branded dry                                    5.7       31.3        7.4       29.0       29.6       41.2       31.2       38.4
Non-branded                                   (2.3)     (12.6)      (0.6)      (2.3)      (3.3)      (4.6)      (0.8)      (1.0)
Asset impairment charge(2)                    (1.0)      (5.5)       0.0        0.0       (1.0)      (1.4)       0.0        0.0
Loss on early extinguishment of debt(3)        0.0        0.0        0.0        0.0        0.0        0.0       (4.0)      (4.9)
Other income(4)                                1.1        6.0        0.0        0.0        3.3        4.6        0.0        0.0
                                           -------    -------    -------    -------    -------    -------    -------    -------
EBITDA                                        18.2      100.0       25.5      100.0       71.9      100.0       81.2      100.0
                                                      =======               =======               =======               =======
Reconciliation of EBITDA to net income:

Depreciation and amortization                 (6.6)                 (5.5)                (19.2)                (18.3)
Interest expense                              (7.4)                 (6.5)                (21.1)                (25.2)
Tax provision                                 (1.6)                 (5.4)                (12.5)                (15.1)
Discontinued operations, net of tax            0.0                  (0.1)                  0.0                   0.5
                                           -------               -------               -------               -------
Net income                                     2.6                   8.0                  19.1                  23.1
                                           =======               =======               =======               =======
</TABLE>

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

(2) The asset impairment charge represents an adjustment to 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 branded canned
vegetable businesses. This item is excluded from the Company's evaluation of
segment performance. See NOTE 11 to the "Notes to the Consolidated Financial
Statements".

(3) The loss on early extinguishment of debt of $4.0 million was not allocated
to segments. See NOTE 7 to the "Notes to Consolidated Financial Statements".

(4) Represents other income not allocated to individual segments. This item is
excluded from the Company's evaluation of segment performance. See NOTE 11 to
the "Notes to the Consolidated Financial Statements".






                                       22




<PAGE>


       CHANGES FROM THIRD QUARTER FISCAL 2004 TO THIRD QUARTER FISCAL 2005


Net Sales: Net sales for the third quarter of fiscal 2005 were $211.6 million,
an increase of $5.3 million, or 2.6 percent, as compared to net sales of $206.3
million in the third quarter of fiscal 2004. This increase is primarily
attributable to a $7.4 million increase within the branded frozen segment as a
result of both the Company's acquisition of California & Washington Company
("C&W") on September 23, 2004, and an increase in net sales for the Company's
Birds Eye Voila! product category resulting from revitalization efforts. These
increases were, however, offset by declines in the Birds Eye branded frozen
vegetable business. The "Segment Review" below outlines further details. See
also NOTE 2 to the "Notes to Consolidated Financial Statements" regarding the
acquisition of C&W.

Gross Profit: Gross profit in the fiscal 2005 period decreased $6.1 million to
$41.5 million as compared to $47.6 million for the fiscal 2004 period. While
gross profit benefited from the acquisition of C&W, this improvement was offset
by the continued impact of sharply higher product costs and volume declines.
Management believes product cost increases will continue to impact operating
results throughout fiscal 2005 and into the first quarter of fiscal 2006.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2005 period increased $2.2 million to $30.0
million, as compared to $27.8 million in the fiscal 2004 period. Such increases
are attributable to both the Company's acquisition of C&W and increased
marketing initiatives within the branded frozen segment.

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. The asset impairment charge represents an adjustment to
the Company's closed Green Bay manufacturing facility to reflect fair value. The
Green Bay manufacturing facility was closed in conjunction with the company's
sale of its branded canned vegetable businesses.

Other Income: 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.


Operating Income: Operating income for the fiscal 2005 period was $11.6 million,
a decrease of $8.3 million as compared to $19.9 million in the fiscal 2004
period. This decrease is attributable to those factors discussed above.
Operating income for the branded frozen, branded dry, and non-branded segments
declined $4.8 million, $1.8 million, and $1.8 million, respectively. The
significant reasons for changes in the Company's operating income are
highlighted below in the "Segment Review".

Interest Expense: Interest expense for the fiscal 2005 period was $7.4 million
compared to $6.5 million in the fiscal 2004 period. This increase is primarily
the result of increased interest rates and increased borrowings on the Company's
Revolving Credit Facility to finance the acquisition of C&W.

Tax Provision: The provision for income taxes in the third quarter of fiscal
2005 was $1.6 million compared to a provision for income taxes of $5.4 million
in the fiscal 2004 period. The decrease corresponds to the change in the
Company's pretax earnings. The Company has not experienced any significant
changes in its consolidated effective tax rate.

Net Income: Net income for the fiscal 2005 period was $2.6 million compared to
net income of $8.0 million in the fiscal 2004 period. The decrease 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.

Branded Frozen: Branded frozen net sales were $91.5 million in the fiscal 2005
period, an increase of $7.4 million or 8.8 percent as compared to net sales of
$84.1 million for the fiscal 2004 period. This increase is primarily
attributable to an increase of $9.9 million of net sales within the branded
frozen segment as a result of the acquisition of C&W on September 23, 2004 and
an increase in net sales for the Voila! product category as a result of product
revitalization. These increases were, however, offset by declines in the Birds
Eye branded frozen vegetable business as a result of increased competitive
promotional activities and changes in packaging graphics. Management has taken
immediate action to address these activities.

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-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis increased 1.9 percent for the 12-week period
ending March 27, 2005. The Company's branded market share (including C&W for all
periods) on a unit basis at March 27, 2005 was 19.8 percent compared to 21.7
percent at March 28, 2004. The bagged meal category for the 12-week


                                       23





<PAGE>


period ending March 27, 2005 increased 33.2 percent on a unit basis. On a unit
sales basis, the Company's Birds Eye Voila! bagged meal product offering for the
12-week period ending March 27, 2005 showed growth of 7.1 percent. Market share
on a unit basis for the Company's Birds Eye Voila! bagged meal product offering
for the 12-week period ending March 27, 2005 was 15.8 percent compared to 19.7
percent for the 12-week period ending March 28, 2004. The inclusion of new
entries into the bagged meal category have resulted in negative comparisons for
existing brands on a unit share basis.

Branded frozen operating income was $12.0 million in the fiscal 2005 period, a
decline of $4.8 million as compared to operating income of $16.8 million in the
fiscal 2004 period. While the branded frozen segment was positively impacted by
operating income related to the C&W acquisition, this improvement was offset by
declines in the Birds Eye business due to a reduction in volume and increased
marketing expenditures. In addition, the Company has continued to experience
production cost increases consistent with that felt throughout the industry.
Increases in costs for employee benefits, raw materials and packaging have
negatively impacted operating income and, although the Company has implemented
price increases for many of its products, it has not been able to offset these
costs and the cost of various promotional programs necessary to address
competitive actions.

Branded Dry: Branded dry net sales were $45.5 million for the fiscal 2005
period, which is consistent as compared to net sales of $45.2 million for the
fiscal 2004 period.

Operating income for the branded dry segment was $4.8 million for the fiscal
2005 period, a decrease of $1.8 million as compared to $6.6 million for the
fiscal 2004 period. Operating income for the branded dry segment was unfavorably
impacted by significant cost increases in employee benefits, meat, edible oils,
steel and various commodities used in the Company's branded dry business.

Non-branded: Non-branded net sales were $74.6 million for the fiscal 2005
period, a decline of $2.4 million or 3.1 percent as compared to $77.0 million in
the fiscal 2004 period. This decline is primarily attributable to a reduction in
food service and industrial sales. Reduced crop intake during the summer of 2004
has resulted in less inventory available for sale in the non-branded channel. In
addition, continued declines in net sales for a co-pack agreement have resulted
throughout the quarter. Industrial and co-pack sales typically yield lower
margins than the Company's other product lines, however, provide for greater
utilization of manufacturing facilities.

The operating loss for the non-branded segment for the third quarter of fiscal
2005 declined $1.8 million to a loss of $5.3 million from a loss of $3.5 million
in the fiscal 2004 period. This decline was attributable to the decline in net
sales highlighted above and with increased 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-branded 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
12-week period ending March 27, 2005 was 31.7 percent compared to 33.3 percent
for the 12-week period ending March 28, 2004.

   CHANGES FROM FIRST NINE MONTHS FISCAL 2004 TO FIRST NINE MONTHS FISCAL 2005

Net Sales: Net sales for the fiscal 2005 period were $655.4 million, an increase
of $10.9 million, or 1.7 percent, as compared to net sales of $644.5 million in
the fiscal 2004 period. This increase is attributable to the net sales resulting
from the acquisition of C&W on September 23, 2004 offset by volume declines
experienced as a result of pricing activities and other competitive actions. The
"Segment Review" below outlines further details.

Gross Profit: Gross profit in the fiscal 2005 period decreased $10.1 million to
$140.8 million as compared to $150.9 million for the fiscal 2004 period. While
increases were experienced attributable to the C&W acquisition, decreased
volume, and higher production cost increases have negatively impacted
performance. Management believes these unfavorable product costs will impact
operating results throughout fiscal 2005 and into the first quarter of fiscal
2006.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2005 period increased $6.5 million to $90.4
million, as compared to $83.9 million in the fiscal 2004 period. These increases
are attributable to the Company's acquisition of C&W and increased brand
building initiatives within the branded frozen segment.

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. The asset impairment charge represents an adjustment to
the Company's closed Green Bay manufacturing facility to reflect fair value. The
Green Bay manufacturing facility was closed in conjunction with the Company's
sale of its branded canned vegetable businesses.

Other Income: 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


                                       24



<PAGE>


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.

Operating Income: Operating income for the fiscal 2005 period was $52.7 million,
a decrease of $14.2 million as compared to $66.9 million in the fiscal 2004
period. The decline is attributable to those factors discussed above. Decreases
in operating results within the branded frozen, branded dry, and non-branded
segments were $12.3 million, $1.9 million, and $2.3 million, respectively. The
significant reasons for changes in the Company's operating income are
highlighted below in the "Segment Review".

Interest Expense: Interest expense for the fiscal 2005 period was $21.1 million
compared to $25.2 million in the fiscal 2004 period. This decline is primarily
the result of the Company's repayment of $150.0 million of its 11 7/8 percent
Senior Subordinated Notes in the fiscal 2004 period, partially offset by
increased interest expense incurred in the fiscal 2005 period due to increased
borrowings on the Company's Revolving Credit Facility to finance the acquisition
of C&W and a general increase in interest rates.

Loss on Early Extinguishment of Debt: On November 24, 2003, the Company repaid
$150.0 million of its 11 7/8 percent Senior Subordinated Notes. In conjunction
with this repayment, a pre-tax loss on early extinguishment of debt of $4.0
million was recorded in the second quarter of fiscal 2004. This amount reflects
the payment of the $8.9 million call premium and other transaction expenses less
the related unamortized premium of $4.9 million recorded in conjunction with the
August 19, 2002 Transaction.

Tax Provision: The provision for income taxes for the fiscal 2005 period was
$12.5 million compared to a provision for income taxes of $15.1 million in the
fiscal 2004 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.

Net Income: Net income for the fiscal 2005 period was $19.1 million compared to
net income of $23.1 million in the fiscal 2004 period. The decrease 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.

Branded Frozen: Branded frozen net sales were $269.9 million in the fiscal 2005
period, an increase of $19.5 million or 7.8 percent as compared to net sales of
$250.4 million for the fiscal 2004 period. Net sales for C&W for the fiscal 2005
period accounted for $25.0 million of the Company's increases in net sales. In
addition, throughout fiscal 2005, the successful innovation and increased
consumer promotion activities in the Birds Eye Voila! product category have
driven unit volume increases of 27 percent versus the fiscal 2004 period.

Pricing actions, along with competitive activities, have, however, softened
Birds Eye frozen volume. Management continues to take aggressive actions to
address these trends.

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-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 0.9 percent for the 39-week period
ending March 27, 2005. The Company's branded market share (including C&W for all
periods) on a unit basis for the 39-week period ending March 27, 2005 was 19.9
percent compared to 21.2 percent for the 39-week period ending March 28, 2004.
The bagged meal category for the 39-week period ending March 27, 2005 increased
26.0 percent on a unit basis. On a unit sales basis, the Birds Eye Voila! bagged
meal product offering for the 39-week period ending March 27, 2005 showed growth
of over 18.7 percent. Market share on a unit basis for the Company's Birds Eye
Voila! bagged meal product offering for the 39-week period ending March 27, 2005
was 18.2 percent compared to 19.3 percent for the 39-week period ending March
28, 2004. The inclusion of new entries into the bagged meal category have
resulted in negative comparisons for existing brands on a unit share basis.

Branded frozen operating income was $36.2 million in the fiscal 2005 period, a
decline of $12.3 million as compared to $48.5 million in the fiscal 2004 period.
While the branded frozen segment was positively impacted by operating income
related to the C&W acquisition, the volume declines highlighted above, along
with increased production costs have negatively impacted earnings. The Company
has also implemented price increases for many of its products, however, it has
not been able to offset the increase in product costs and the cost of various
promotional programs.


                                       25





<PAGE>


Branded Dry: For the nine-month period ending March 26, 2005, branded dry net
sales were $158.7 million in the fiscal 2005 period, an increase of $1.1 million
or 0.7 percent as compared to net sales of $157.6 million for the fiscal 2004
period.

Operating income for the branded dry segment was $26.6 million for the fiscal
2005 period, representing a decline of $1.9 million from $28.5 million in the
fiscal 2004 period. Significant cost increases in employee benefits, meat,
edible oils, steel and various commodities used in the branded dry segment have
negatively impacted operating income.

Non-branded: Non-branded net sales were $226.8 million for the fiscal 2005
period, a decline of $9.7 million or 4.1 percent as compared to $236.5 million
in the fiscal 2004 period. This decline is primarily attributable to a reduction
in food service and industrial sales. Reduced crop intake during the summer of
2004 has resulted in less inventory available to be sold in the non-branded
channel. In addition, the Company has experienced a decline in net sales in an
industrial co-pack agreement. Industrial and co-pack sales typically yield lower
margins than the Company's other product lines, however, provide for greater
utilization of manufacturing facilities.

The non-branded business experienced an operating loss of $12.4 million for the
fiscal 2005 period. This amount represents a $2.3 million decline as compared to
the operating loss of $10.1 million for the fiscal 2004 period. Declines in net
sales and continued increased product costs have negatively impacted operating
income.

As highlighted above, IRI data does not track the Company's non-branded 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
39-week period ending March 27, 2005 was 31.9 percent compared to 32.9 percent
for the 39-week period ending March 28, 2004.

                         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 26, 2005
compared to the nine months ended March 27, 2004.

Net cash used in operating activities for the fiscal 2005 period was $1.6
million as compared to net cash provided by operating activities of $46.3
million for the fiscal 2004 period, representing a change in cash outflows of
$47.9 million. Operating cashflow was impacted by an earnings decline of $4.0
million. In addition, net cash used for inventory purchases (including prepaid
manufacturing expense) amounted to $31.9 million in the current period as
compared to net cash provided by changes in inventories (including prepaid
manufacturing expense) of $2.8 million during the prior year period. The
increase in production and outside inventory purchases, experienced throughout
the period, have raised the carrying value of inventory.

Net cash used in investing activities for the fiscal 2005 period was $84.7
million, as compared to net cash used in investing activities of $6.6 million
for the fiscal 2004 period, representing a change in cash outflows of $78.1
million. On September 23, 2004, the Company completed the acquisition of
California & Washington Company ("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. In addition,
during fiscal 2004 the Company received proceeds from disposals of property,
plant and equipment related to the sale of certain facilities which were closed
as a result of the Company's realignment effort. Capital expenditures were $13.4
million for the 2005 period compared to $17.6 million in the prior year period.
The purchase of property, plant and equipment was for general operating purposes
and is considered adequate to maintain its facilities in proper working order.

Net cash provided by financing activities for the fiscal 2005 period was $18.3
million, as compared to net cash used in financing activities of $185.3 million
in the fiscal 2004 period, representing a change of $203.6 million. During the
fiscal 2004 period, the Company repaid $150.0 million of its 11 7/8 percent
Senior Subordinated Notes, along with the required call premium of $8.9 million.
In addition, during the fiscal 2004 period, the Company paid a $13.1 million
"excess cash flow payment" as required by the Senior Credit Agreement. No such
"excess cash flow payment" was required in fiscal 2005. The change in financing
activities was also impacted by proceeds received under the Company's Revolving
Credit Facility to finance the acquisition of C&W on September 23, 2004. The
Company anticipates future borrowings on its Revolving Credit Facility to be in
the ordinary course of business. See NOTE 7 to the "Notes to Consolidated
Financial Statements".

Contractual Obligations: During the second quarter of fiscal 2005, management
renegotiated one of its third-party warehousing leases, which has resulted in a
reduction in the Company's future obligations under leases by $18.1 million.

Senior Credit Facility: In connection with the Transaction, 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.


                                       26





<PAGE>


As of March 26, 2005, (i) there were $28.9 million of cash borrowings
outstanding under the Revolving Credit Facility, (ii) there were $24.0 million
in letters of credit outstanding, and therefore (iii) availability under the
Revolving Credit Facility was $147.1 million. The Company believes that the cash
flow generated by operations and the amounts available under the Revolving
Credit Facility provide adequate liquidity to fund working capital needs and
capital expenditures.

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 approximately $64.1 million. The Term Loan Facility matures in
August 2008 upon which the balance outstanding thereunder will be due. The Term
Loan Facility is also subject to mandatory prepayments under various scenarios
as defined in the credit agreement governing the Senior Credit Facility (the
"Senior Credit Agreement"). Provisions of the Senior Credit Agreement require
that annual payments, within 105 days after the end of each fiscal year, in the
amount of "excess cash flow" be utilized to prepay the Term Loan Facility at an
applicable percentage that corresponds to the Company's Consolidated Leverage
Ratio. There was no "excess cash flow" for the year ended June 26, 2004 required
to be paid under the Term Loan Facility in fiscal 2005.

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, and is adjusted quarterly based on
the calculation of the Consolidated Leverage Ratio. As of March 26, 2005, the
Senior Credit Facility bears interest in the case of base rate loans at the Base
Rate plus (i) 1.00 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 (x) 2.00 percent for loans under the Revolving Credit
Facility and (y) 2.75 percent for loans under the Term Loan Facility. The
incremental percentages presented vary based upon the Company's Consolidated
Leverage Ratio, as defined. As of March 26, 2005, the interest rate under the
Term Loan Facility was approximately 5.31 percent on LIBOR loans. The initial
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 26, 2005, the interest rate under the
Revolving Credit Facility was approximately 4.69 percent on LIBOR loans.

The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including, but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
EBITDA ratio, a maximum average senior debt to EBITDA ratio, and a minimum
EBITDA to interest expense ratio. As of March 26, 2005, the Company was 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 Holdings Inc. and
certain of the Company's subsidiaries. See NOTE 10 to the "Notes to Consolidated
Financial Statements" included herein.

Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued the Notes for $200.0 million aggregate principal amount due
November 1, 2008. On November 24, 2003, the Company repaid $150.0 million of the
Notes. 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 Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.

The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. As of March 26, 2005, the Company was in
compliance with all covenants, restrictions, and requirements under the Notes.

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


                                       27





<PAGE>


                          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, self-insurance programs, promotional
activities, and identifiable intangible assets, long-lived assets, and goodwill.

The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the consolidated financial statements,
although not inclusive.

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.

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.

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; consumer
coupons; 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.

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.


                                       28





<PAGE>


                                  OTHER MATTERS

The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This can result in depressed selling prices on the
inventory produced from that year's crops. Excessive rain or drought conditions
can produce low crop yields and a shortage situation. This situation can result
in higher selling prices. While the national supply situation controls the
pricing, the supply can differ regionally because of variations in weather.

The cherry crop from the 2003 growing season was adversely affected by weather
conditions in the prime growing areas in Michigan. Both raw and frozen cherry
costs have, therefore, increased significantly from historic levels. To offset
the cherry cost increase, management initiated both pricing actions and changes
in promotional programs across all of its cherry items. Indications from the
2004 cherry growing season show adequate crop supply, however, final pricing has
not yet been determined.

Additionally, for the 2004 crop season, a combination of higher than normal
precipitation levels and below normal temperatures in the Northeast and Midwest
regions has reduced planned crop intake. This reduction in crop intake has
impacted production costs and efficiency. Management believes product cost
increases will impact operating results throughout fiscal 2005 and the first
quarter of fiscal 2006. Management continues, however, to actively pursue cost
reductions to mitigate crop-related cost increases.

Effective June 28, 2004 the Company initiated a price increase of 5 to 7 percent
on most product categories. The price increase was a direct result of increases
across commodities, ingredients, packaging and other production costs.

                            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 foreign currency exchange rates and certain commodity prices,
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 has entered 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 26, 2004. No material changes have
occurred in these instruments which would require additional disclosure in
answer to this item.

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 26, 2005 (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 26, 2005 that materially
affected or are reasonably likely to affect Birds Eye Foods' internal control
over financial reporting.


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<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Certain of our legal proceedings are reported in our Annual Report on Form 10-K
Equivalent for the year ended June 26, 2004. Information about any material
developments that may have occurred since June 26, 2004 is described in NOTE 11,
"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

         Exhibit Number                           Description
         --------------          -----------------------------------------------
              31.1               Certification required by Rule 13a - 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) of
                                 the Securities Exchange Act of 1934 of the
                                 Principal Financial Officer (filed herewith).


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<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 9, 2005               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
                                         and Principal Accounting Officer)




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