<PAGE>

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                              Form 10-K Equivalent
    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   ----------

          (Mark One)

          [ ] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                     For the Fiscal Year Ended June 25, 2005

                                       or

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               For the Transition Period from ________ to ________

                           Commission File Number N/A

                              BIRDS EYE FOODS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                               16-0845824
      (State of incorporation)          (IRS Employer Identification Number)

   90 Linden Oaks, PO Box 20670, Rochester, NY              14602-0670
     (Address of Principal Executive Offices)               (Zip Code)

      Registrant's telephone number, including area code: (585) 383-1850

       Securities Registered Pursuant to Section 12(b) of the Act: NONE

       Securities Registered Pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [ ] NO [ ]

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 YES [ ] NO [X]

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

                                 YES [ ] NO [X]

The registrant's common stock is not publicly traded.

Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant: NONE

Number of common shares outstanding at September 19, 2005: Common Stock: 11,000

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

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


                                        1




<PAGE>

              FORM 10-K EQUIVALENT ANNUAL REPORT - FISCAL YEAR 2005
                              BIRDS EYE FOODS, INC.
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                   <C>
                                     PART I

               Cautionary Statement on Forward-Looking Statements.................     3
ITEM 1.     Description of Business
               General Development of Business....................................     3
               Narrative Description of Business..................................     4
               Financial Information About Industry Segments......................     5
               Packaging and Distribution.........................................     5
               Trademarks.........................................................     6
               Raw Material Sources...............................................     6
               Environmental Matters..............................................     6
               Seasonality of Business............................................     7
               Practices Concerning Working Capital...............................     7
               Significant Customers..............................................     7
               Backlog of Orders..................................................     7
               Business Subject to Governmental Contracts.........................     7
               Competitive Conditions.............................................     7
               Market and Industry Data...........................................     8
               New Products and Research and Development..........................     8
               Employees..........................................................     8
ITEM  2.    Description of Properties.............................................     8
ITEM  3.    Legal Proceedings.....................................................    10
ITEM  4.    Submission of Matters to a Vote of Security Holders...................    10

                                   PART II

ITEM  5.    Market for Registrant's Common Equity, Related Stockholder Matters,
               and Issuer Purchases of Equity Securities..........................    11
ITEM  6.    Selected Financial Data...............................................    11
ITEM  7.    Management's Discussion and Analysis of Financial Condition and
               Results of Operations..............................................    12
ITEM  7A.   Quantitative and Qualitative Disclosures About Market Risk............    24
ITEM  8.    Financial Statements and Supplementary Data...........................    25
ITEM  9.    Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure...............................................    64
ITEM  9A.   Controls and Procedures...............................................    64
ITEM  9B.   Other Information.....................................................    64

                                  PART III

ITEM 10.    Directors and Executive Officers of the Registrant....................    65
ITEM 11.    Executive Compensation................................................    67
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters........................................    71
ITEM 13.    Certain Relationships and Related Transactions........................    73
ITEM 14.    Principal Accountant Fees and Services................................    75

                                   PART IV

ITEM 15.    Exhibits and Financial Statement Schedules............................    76

            Signatures............................................................    78
            Exhibit Index.........................................................    80
</TABLE>


                                        2




<PAGE>

       CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS

From time to time, Birds Eye Foods, Inc. (the "Company" or "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-K Equivalent and other statements made in this Form 10-K Equivalent and
in other filings with the SEC.

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

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

o    changes in consumer demand;

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

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

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

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

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

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

o    the Company's ability to service debt; and

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

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

                         GENERAL DEVELOPMENT OF BUSINESS

Birds Eye Foods, incorporated in 1961 and based in Rochester, New York, is a
producer and marketer of processed food products. The terms "Company" and "Birds
Eye Foods" mean "Birds Eye Foods, Inc." and its subsidiaries unless the context
indicates otherwise. The Company has three primary segments in which it
operates, including: branded frozen, branded dry, and non-branded products. The
majority of each of the segments' net sales is within the United States. In
addition, all of the Company's operating facilities, excluding one in Mexico,
are within the United States. On August 23, 2005 the Company sold its Mexican
subsidiary, Birds Eye de Mexico, S.A. de C.V. ("BEMSA") and all of its
production assets in Celaya, Mexico.

Birds Eye Foods is the nation's leader in manufacturing and marketing of frozen
vegetables. The Company markets its branded frozen vegetable products under the
names Birds Eye, Birds Eye Voila!, C&W, Freshlike and McKenzie's. In addition,
Birds Eye Foods produces branded dry products, 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). The Company's branded products are sold to customers such as
Wal-Mart/Sam's, C&S Wholesale Grocers, Inc., Publix Super Markets, Inc., Kroger,
Food Lion, Roundy's, and Albertsons. All of the major brands under which the
Company markets its products are listed below under "Trademarks."


                                        3




<PAGE>

Birds Eye Foods also produces many products for non-branded markets which
include the Company's store brand, food service and industrial product lines.
The Company's store brand products include frozen vegetables, fruit fillings and
toppings, chili products, and other canned products, which are sold to customers
such as Wal-Mart/Sam's, Albertsons, C&S Wholesale Grocers, Inc., BJ's,
Associated Wholesale Grocers, Safeway, Kroger, Western Family Foods, and Aldi
Inc.

The Company's food service and industrial products include frozen vegetables,
salad dressings, mayonnaise, fruit fillings and toppings, and chili products,
which are sold to customers such as Gordon Food Service, SYSCO, U.S. Food
Service, ConAgra and MBM Corporation.

The percentage of net sales from products under brand names owned and promoted
by the Company amounted to approximately 65 percent in fiscal 2005. Of these
sales, 41 percent comprised branded frozen net sales and 24 percent comprised
branded dry net sales. Non-branded items contributed 35 percent of net sales in
fiscal 2005.

The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated 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.

                        NARRATIVE DESCRIPTION OF BUSINESS

The Company has three primary segments in which it operates: branded frozen,
branded dry, and non-branded. A description of the Company's three primary
segments follows:

Branded Frozen: The Company's branded frozen family of products includes
traditional frozen vegetables as well as value added products marketed under
recognizable consumer brands. The Birds Eye branded product lines include an
array of traditional frozen vegetables from peas, beans, and corn to lightly
seasoned and sauced vegetables, along with numerous varieties of vegetable
blends. Baby vegetables provide yet another alternative in the portfolio of
Birds Eye frozen offerings. These products come in an array of sizes tailored to
meet the needs of consumers of small households and large families. In addition,
other value added products under the Birds Eye umbrella include Birds Eye
Voila!, a frozen all-in-one meal replacement product. The Company also markets
frozen fruit products under the Birds Eye brand. The Company licenses the
Birds Eye Fresh trademark to several fresh vegetable partners.

The Company's portfolio of other branded frozen products includes several
regional brands which command a strong market share in the geographies in which
they compete.

On September 23, 2004, the Company acquired the California and
Washington Company ("C&W"), a San Francisco based marketer of frozen vegetables
and fruits. The Company markets and sells the C&W branded product line in the
Western United States, with the number one branded market share positions in
California, the Pacific Northwest and Arizona.

Freshlike is a leading consumer brand of frozen vegetables in the Midwest, and
McKenzie's markets Southern-style vegetable products distributed primarily in
the Southern United States.

Net sales within the branded frozen segment represented approximately 41, 40,
and 39 percent of the Company's total net sales in fiscal 2005, 2004, and 2003,
respectively.

Branded Dry: The Company's branded dry family of products includes a wide
variety of product offerings. The Company markets fruit fillings and toppings
products under brands including Comstock and Wilderness, well-known consumer
brands. The Company also markets snack items through regional brands including
Snyder of Berlin, Husman, and Tim's. Snyder of Berlin competes in the
Mid-Atlantic states. Husman products are marketed in the Midwest, and Tim's
competes in the Pacific Northwest. In addition, the Company competes in the
salad dressing category with the Bernstein's and Nalley brands marketed in the
Pacific Northwest. Adding to the variety of items are chili and chili
ingredients marketed regionally under the Nalley and Brooks brands in the
Pacific Northwest and the Midwest, respectively. The Company commands a strong
market share for its branded dry products in the geographies in which they
compete. Branded dry products represented approximately 24 percent of the
Company's net sales in fiscal 2005, 2004, and 2003.

Non-Branded: The Company's non-branded markets include its store brand, food
service and industrial product lines.

Birds Eye Foods is the largest producer of store brand frozen vegetables in the
United States. Other store brand product categories include fruit fillings and
toppings, chili products, and other canned products. The Company supplies this
variety of products to large grocery store chains. Birds Eye Foods is the only
national manufacturer and marketer of both branded and store brand frozen
vegetable products.


                                        4




<PAGE>

Also included in the non-branded segment are the food service, industrial and
export product offerings. Food service products include frozen vegetables, salad
dressings, mayonnaise, fruit fillings and toppings, and chili products. These
food service products are marketed and sold to restaurant chains and food
service distributors. Industrial and export products primarily include frozen
vegetables and fruit fillings and toppings which are sold to other food
manufacturers for use as ingredients in their products. Non-branded products
represented approximately 35, 36, and 37 percent of the Company's net sales in
fiscal 2005, 2004 and 2003, respectively.

Discontinued Operations: On August 23, 2005 the Company sold its Mexican
subsidiary, Birds Eye de Mexico, S.A. de C.V. ("BEMSA") and all of its
production assets in Celaya, Mexico.

On May 1, 2004, the Company sold its Freshlike canned vegetable business to
Allen Canning Company. This sale did not impact frozen products carrying the
Freshlike brand name.

In fiscal 2003, the Company sold its popcorn, applesauce and Veg-All operations.

The operations of BEMSA, the applesauce, popcorn, Veg-All, and Freshlike canned
vegetable businesses are included in discontinued operations in the Company's
financial statements in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets." See NOTE 5 to the "Notes to Consolidated Financial
Statements" for additional disclosures regarding discontinued operations.

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The business of the Company is principally conducted in three primary segments
including: branded frozen, branded dry, and non-branded. The financial
statements for the fiscal years ended June 25, 2005, June 26, 2004, and June 28,
2003, which are included in this report, reflect information relating to those
segments for each of the Company's last three fiscal years. See NOTE 13 to the
"Notes to Consolidated Financial Statements" for additional disclosures
regarding segments.

                           PACKAGING AND DISTRIBUTION

The food products produced by the Company are distributed to various consumer
markets in all 50 states. International sales account for a small portion of the
Company's activities. The Company's products are primarily sold through food
brokers who sell primarily to supermarket chains and various institutional
entities. Snack products within the branded dry segment are primarily marketed
through distributors (some of which are owned and operated by the Company) who
sell directly to retail outlets in the Midwest, Mid-Atlantic, and Pacific
Northwest. Customer brand operations encompass the sale of products under store
brands to chain stores and under the controlled labels of buying groups. The
Company has developed central storage and distribution facilities that permit
multi-item single shipments to customers in key marketing areas.

The Company maintains a multiyear logistic agreement with APL Logistics ("APL")
under which APL provides freight management, packaging and labeling services,
and distribution support to and from production facilities owned by the Company
in and around Coloma, Michigan.


                                        5




<PAGE>

                                   TRADEMARKS

The major brand names under which the Company markets its products are
trademarks of the Company. Such brand names are considered to be of material
importance to the business of the Company since they have the effect of
developing brand identification and maintaining consumer loyalty. There are
trademark registrations for substantially all of the Company's trademarks. These
trademark registrations are of perpetual duration so long as they are
periodically renewed. It is the Company's intent to maintain its trademark
registrations. The major trademarks utilized by the Company follow:

<TABLE>
<CAPTION>
Segment                                     Trademark
-------          ---------------------------------------------------------------
<S>              <C>
Branded Frozen   Birds Eye Foods(1), Birds Eye, Birds Eye Voila!(2), Birds Eye
                 Fresh(1), C&W, C&W California & Washington, California &
                 Washington Organic, Freshlike, McKenzie's, Gold King, Southern
                 Farms, Southland, Tropic Isle

Branded Dry      Birds Eye Foods(1),  Comstock, Brooks, Nalley, Wilderness,
                 Snyder of Berlin, Tim's Cascade Style Potato Chips,
                 La Restaurante, Erin's(1), Thank You, Husman's, Flavor
                 Destinations, Mariner's Cove, Riviera, Bernstein's and
                 Greenwood

Non-branded      Birds Eye Foods(1), Chill-Ripe, Globe
</TABLE>

(1)  Application filed and U.S. federal registration is pending.

(2)  Voila! is subject to a license agreement from a third party.

                              RAW MATERIAL SOURCES

Birds Eye Foods purchases raw materials for use in its manufacturing process.
These purchases are made on the open market and from Pro-Fac, as the Company's
preferred supplier pursuant to the terms of an Amended and Restated Marketing
and Facilitation Agreement between Birds Eye Foods and Pro-Fac. Amounts paid by
the Company to Pro-Fac for the commercial market value ("CMV") of crops supplied
for fiscal 2005 totaled $46.7 million. The Company also purchases on the open
market some crops of the same type and quality as those purchased from Pro-Fac.
Such open market purchases may occur at prices higher or lower than those paid
to Pro-Fac for similar products. Birds Eye Foods expects to continue to purchase
a substantial portion of its raw product needs from Pro-Fac pursuant to the
Amended and Restated Marketing and Facilitation Agreement. See further
discussion of Birds Eye Foods' relationship with Pro-Fac in NOTES 2 and 3 to the
"Notes to Consolidated Financial Statements", including a description of the
Amended and Restated Marketing and Facilitation Agreement.

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

The Company purchases all of its requirements for nonagricultural products,
including containers, in the open market. Although the Company has not
experienced any difficulty in obtaining adequate supplies of such items,
occasional periods of short supply of certain raw materials may occur.

                              ENVIRONMENTAL MATTERS

The disposal of solid and liquid waste and air pollutants resulting from the
preparation and processing of foods are subject to various federal, state, and
local environmental laws and regulations. Such laws and regulations have had an
important effect on the food processing industry as a whole, requiring
substantially all firms in the industry to incur expenditures for modification
of existing processing facilities and for construction of new waste treatment
facilities. The Company is also subject to standards imposed by regulatory
agencies pertaining to the occupational health and safety of its employees.
Management believes that continued measures to comply with such laws and
regulations will not have a material adverse effect upon its competitive
position or financial condition.

Among the various programs for the protection of the environment which have been
adopted by the Company to date, the most important for the operations of the
Company are the wastewater discharge permit programs administered by the
environmental protection agencies in those states in which the Company does
business and by the Federal Environmental Protection Agency. Under these
programs, permits are required for processing facilities which discharge certain
wastes into streams, publicly-owned treatment works, and other bodies of water,
and the Company is required to meet certain discharge standards in accordance
with compliance


                                        6




<PAGE>

schedules established by such agencies. The Company has received permits for all
facilities for which permits are required. Each year the Company submits
applications for renewal permits as required for the facilities.

While the Company cannot predict with certainty the effect of any proposed or
future environmental legislation or regulations on its processing operations,
management of the Company believes that the waste disposal systems which are now
in operation are sufficient to comply with all currently applicable laws and
regulations.

The Company is cooperating with environmental authorities in remedying various
minor environmental matters at several of its plants. The Company is also
working with regulatory agencies to properly discontinue permits and close down
wastewater treatment facilities at plants no longer in use or that are in the
process of being shutdown. Such actions are being conducted pursuant to
procedures approved by the appropriate environmental authorities at a cost that
is not expected to be material.

Expenditures related to environmental programs and facilities have not had, and
are not expected to have, a material effect on the earnings of the Company. In
fiscal 2005, total capital expenditures of the Company were $16.5 million of
which approximately $38 thousand was devoted to the construction of
environmental facilities. The Company estimates that environmental capital
expenditures will be approximately $17 thousand for the 2006 fiscal year.
However, there can be no assurance that expenditures will not be higher.

                             SEASONALITY OF BUSINESS

From a sales point of view, the business of the Company is not highly seasonal,
since the demand for its products is fairly constant throughout the year.
Exceptions to this general rule include some products that have higher sales
volume in the cool weather months, such as certain frozen vegetables, chili, and
fruit fillings and toppings, and others that have higher sales volume in the
warm weather months, such as potato chips and salad dressings. Since many of the
raw materials processed by the Company are agricultural crops, production of
these products is predominantly seasonal, occurring during and immediately
following the harvest seasons of such crops.

                      PRACTICES CONCERNING WORKING CAPITAL

The Company must maintain substantial inventories throughout the year of
products produced from seasonal raw materials. These inventories are generally
financed through seasonal borrowings. The Company uses its revolving credit
facility and cash on hand for seasonal borrowings, the amount of which
fluctuates during the year. Both the maintenance of substantial inventories and
the practice of seasonal borrowing are common to the food processing industry.

                              SIGNIFICANT CUSTOMERS

For the fiscal year ended June 25, 2005, Wal-Mart/Sam's accounted for 17 percent
of the Company's consolidated revenue. In fiscal 2005, Wal-Mart/Sam's
represented 23 percent, 12 percent and 11 percent of the branded frozen, branded
dry and non-branded segments revenue, respectively. In addition, C&S Wholesale
represented 10 percent of the branded frozen segment revenue in fiscal 2005.

                                BACKLOG OF ORDERS

A backlog of orders has not historically been significant in the business of the
Company. Orders are filled shortly after receipt from inventories.

                   BUSINESS SUBJECT TO GOVERNMENTAL CONTRACTS

No material portion of the business of the Company is subject to renegotiation
of contracts with, or termination by, any governmental agency.

                             COMPETITIVE CONDITIONS

All products of the Company, particularly branded products, compete with those
of other national and major regional food processors under highly competitive
conditions. The principal methods of competition in the food industry are a
readily available and broad line of products, product quality, price, and
marketing and sales promotions.

Quality of product and uniformity of quality are important methods of
competition. Birds Eye Foods' relationship with Pro-Fac gives the Company local
sources of supply, thus allowing the Company to exercise control over the
quality and uniformity of much of the raw product that it purchases. The members
of Pro-Fac generally operate relatively large production operations with
emphasis on mechanized growing and harvesting techniques. This factor is also an
advantage in producing uniform, high-quality food products.


                                        7




<PAGE>

Birds Eye Foods' pricing is generally competitive with that of other food
processors for products of comparable quality. The branded products of the
Company are marketed under national and regional brands. In fiscal 2005,
marketing programs for national brands focused primarily on Birds Eye and Birds
Eye Voila!. National advertising campaigns can include television, radio,
magazines, coupons, and in-store promotions. Marketing programs for regional
brands are focused on local tastes and preferences as a means of developing
consumer brand loyalty. Regional advertising campaigns can include radio,
magazines, coupons, and in-store promotions.

Although the relative importance of the above factors may vary between
particular products or customers, the above description is generally applicable
to all of the products of the Company in the various markets in which they are
distributed.

It is difficult to estimate the number of competitors in the markets served by
the Company. Nearly all products sold by Birds Eye Foods compete with the
nationally advertised brands of other leading food processors, including Del
Monte, General Mills, Frito-Lay, Kraft, and similar major brands, as well as
with the branded and store brand products of a number of regional processors,
many of which operate only in portions of the marketing area served by the
Company.

                            MARKET AND INDUSTRY DATA

Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-K Equivalent were 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 as to its accuracy.

                    NEW PRODUCTS AND RESEARCH AND DEVELOPMENT

The Company operates a technical center located in Green Bay, Wisconsin that is
responsible for new product development, quality assurance, and engineering.
Approximately 20 full-time employees are employed at this facility. The Company
follows a four-stage new product development process as follows: screening,
feasibility, development, and commercialization. This new product development
process is intended to ensure input from consumers, customers, and internal
functional areas before a new product is brought to market.

Birds Eye Foods also focuses on the development of related products or
modifications of existing products for the Company's branded businesses and
customized products for the Company's non-branded businesses.

The amount expensed on company-sponsored and customer-sponsored activities
relating to the development of new products or the improvement of existing
products was $4.3 million in both fiscal 2005 and 2004, and $3.0 million in
fiscal 2003.

In the first quarter of fiscal 2006, the Company introduced its herb garden
collection as an addition to its boxed sauce frozen vegetable product line. The
herb garden collection offers a variety of vegetables with unique flavors
provided through special herb and oil seasoning packets. The Company has also
recently expanded distribution of its steam and serve frozen product line. This
entry combines chef inspired sauced vegetables delivered in a unique steam and
serve package. Within its Voila! product line, the Company has introduced
several vegetarian items and has expanded its family collection with several
new product offerings.

                                    EMPLOYEES

As of June 25, 2005, the Company had approximately 2,730 full-time employees, of
whom 1,770 were engaged in production and the balance in management, sales and
administration. As of that date, the Company also employed approximately 970
seasonal and other part-time employees, almost all of whom were engaged in
production. Most of the production employees are members of various labor
unions. The Company believes its current relationship with its employees is
good.

ITEM 2. DESCRIPTION OF PROPERTIES

All plants, warehouses, office space and other facilities used by the Company in
its business are either owned by Birds Eye Foods or one of its subsidiaries or
leased from unaffiliated third parties. All of the properties owned by Birds Eye
Foods are subject to mortgages in favor of its primary lender. In general, the
properties include offices, processing plants and warehouse space. Some
processing plants are located in rural areas that are convenient for the
delivery of crops. The Company also has dispersed warehouse locations to
facilitate the distribution of finished products. Birds Eye Foods believes that
its facilities are in good condition and suitable for the operations of the
Company.


                                        8




<PAGE>

The Company's Celaya, Mexico facility and certain land in Sodus, Michigan are
classified as assets held for sale at June 25, 2005. On August 23, 2005, the
Company sold its Mexican subsidiary, Birds Eye de Mexico, S.A. de C.V. ("BEMSA")
and all of its production assets in Celaya, Mexico. See NOTE 5 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding these
assets held for sale.

The following table describes all material facilities leased or owned by the
Company (other than certain public warehouses leased by the Company from
unaffiliated third parties from time to time). Except as otherwise noted, each
facility set forth below is owned by Birds Eye Foods.

                       FACILITIES UTILIZED BY THE COMPANY

<TABLE>
<CAPTION>
Type of Property                                            Location            Square Feet           Segment
----------------                                            --------            -----------   --------------------------
<S>                                                         <C>                   <C>         <C>
Freezing plant, repackaging plant and distribution center   Darien, WI            397,975     Branded frozen/non-branded
Freezing plant and warehouse                                Oakfield, NY          269,289     Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse             Waseca, MN            258,475     Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse             Watsonville, CA       207,600     Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse             Fairwater, WI         199,837     Branded frozen/non-branded
Freezing plant                                              Bergen, NY            137,737     Branded frozen/non-branded

Repackaging plant and distribution center                   Fulton, NY            254,856     Branded frozen/non-branded
Repackaging plant                                           Montezuma, GA          77,370     Branded frozen/non-branded
Repackaging plant, warehouse, distribution center and
   public storage warehouse                                 Brockport, NY         346,470     Branded frozen/non-branded

Canning plant and warehouse                                 Fennville, MI         329,866     Branded dry/non-branded
Warehouse(1)                                                Waseca, MN             91,400     Branded frozen/non-branded
Warehouse(1)                                                Darien, WI            140,086     Branded frozen/non-branded
Warehouse(1)                                                Montezuma, GA         236,814     Branded frozen/non-branded

Manufacturing plant and warehouse                           Tacoma, WA            286,468     Branded dry/non-branded

Manufacturing plant, warehouse, distribution center
   and office                                               Berlin, PA            183,500     Branded dry
Manufacturing plant, warehouse, distribution center and
   office(1)                                                Algona, WA             97,690     Branded dry

Distribution Center(1)                                      Erlanger, KY           32,000     Branded dry
Distribution Center(1)                                      Leetsdale, PA          18,200     Branded dry
Distribution Center(1)                                      Canal Fulton, OH       14,000     Branded dry
Distribution Center(1)                                      Bristol, TN            11,320     Branded dry
Distribution Center(1)                                      Ashland, KY            10,760     Branded dry
Distribution Center(1)                                      Altoona, PA            10,000     Branded dry
Distribution Center(1)                                      Monessen, PA           10,000     Branded dry
Distribution Center(1)                                      Dayton, OH             10,000     Branded dry
Distribution Center(1)                                      Ellwood City, PA        4,330     Branded dry

Canning plant and warehouse                                 Red Creek, NY                     Closed facility
Canning and freezing plant                                  Green Bay, WI                     Closed facility
Warehouse                                                   Sodus, MI                         Closed facility

Headquarters office (1)                                     Rochester, NY          77,513     Corporate
Office building - Green Bay                                 Green Bay, WI         107,200     Corporate
Office building - Tacoma                                    Tacoma, WA             20,500     Corporate
Office building - San Francisco(1)                          San Francisco, CA       4,894     Corporate
</TABLE>

(1)  Leased from third parties, although certain related equipment is owned by
     the Company.


                                        9




<PAGE>

ITEM 3. LEGAL PROCEEDINGS

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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       10




<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
        ISSUER PURCHASES OF EQUITY SECURITIES

Birds Eye Foods is an indirect wholly owned subsidiary of Holdings LLC. Birds
Eye Foods common stock is not publicly traded.

ITEM 6. SELECTED FINANCIAL DATA

Birds Eye Foods results of operations and financial condition for fiscal 2005,
fiscal 2004 and fiscal 2003 are not comparable with those of fiscal 2002 and
2001. Fiscal 2005 and fiscal 2004 represent two complete fiscal years of
operations following the August 19, 2002 Transaction. Fiscal 2003 reflects the
Company's operations for the "predecessor" period (June 30, 2002 to August 18,
2002) and the Company's operations for the "successor" period (August 19, 2002
to June 28, 2003). The financial data below for fiscal 2002 and 2001 also
reflect the Company's operations for the "predecessor" period. For further
discussion of the August 19, 2002 Transaction, see NOTE 2 to the "Notes to the
Consolidated Financial Statements" of this Form 10-K Equivalent.

(Dollars in Thousands)

                              Birds Eye Foods, Inc.
                        FIVE YEAR SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                         Fiscal Year Ended June             Periods Ended
                                                         ----------------------   -----------------------------------
                                                                                      Successor         Predecessor
                                                         Successor    Successor   August 19, 2002 -   June 30, 2002 -
                                                            2005        2004        June 28, 2003     August 18, 2002
                                                         ---------   ----------   -----------------   ---------------
<S>                                                      <C>          <C>             <C>                <C>
Consolidated Summary of Operations:
   Net sales                                             $ 858,669    $ 843,398       $ 764,900          $ 98,076
   Cost of sales                                          (677,706)    (652,863)       (585,239)          (75,441)
                                                         ---------    ---------       ---------          --------
   Gross profit                                            180,963      190,535         179,661            22,635
   Selling, administrative, and general expenses          (120,565)    (112,208)       (105,606)          (15,084)
   Asset impairment charge                                    (994)           0               0                 0
   Restructuring                                            (1,940)           0               0                 0
   Other income                                              3,288            0               0                 0
   Gain from pension curtailment                                 0            0               0                 0
   Income from Great Lakes Kraut Company, LLC                    0            0           1,770               277
   Goodwill impairment charge                                    0            0               0                 0
                                                         ---------    ---------       ---------          --------
   Operating income/(loss) before dividing with Pro-Fac     60,752       78,327          75,825             7,828
   Interest expense                                        (28,456)     (31,326)        (39,807)           (7,416)
   Loss on early extinguishment of debt                          0       (4,018)              0                 0
                                                         ---------    ---------       ---------          --------
   Pretax income/(loss) from continuing operations and
      before dividing with Pro-Fac                          32,296       42,983          36,018               412
   Pro-Fac share of income                                       0            0               0                 0
                                                         ---------    ---------       ---------          --------
   Pretax income/(loss) from continuing operations          32,296       42,983          36,018               412
   Tax (provision)/benefit                                 (12,139)     (15,438)        (14,426)             (169)
                                                         ---------    ---------       ---------          --------
   Income/(loss) from continuing operations                 20,157       27,545          21,592               243
   Discontinued operations, net of tax                      (1,552)       4,322            (836)             (158)
                                                         ---------    ---------       ---------          --------
Net income/(loss)                                        $  18,605    $  31,867       $  20,756          $     85
                                                         =========    =========       =========          ========

Balance Sheet Data:
   Working capital(b)                                    $ 173,937    $ 211,603       $ 316,901
   Ratio of current assets to current liabilities            2.1:1        2.4:1           3:0:1
   Total assets                                          $ 804,524    $ 779,973       $ 909,383
   Cash and cash equivalents                             $  36,002    $  72,887       $ 153,756
   Long-term debt and capital leases
      (excludes current portion)                         $ 300,921    $ 304,620       $ 461,803

Other Statistics:
   Average number of employees:
   Regular                                                   2,813        2,937           3,447
   Seasonal                                                    655          685             844

<CAPTION>
                                                          Fiscal Years Ended June
                                                         -------------------------

                                                         Predecessor   Predecessor
                                                            2002         2001(a)
                                                         -----------   -----------
<S>                                                      <C>           <C>
Consolidated Summary of Operations:
   Net sales                                             $  943,886    $1,070,961
   Cost of sales                                           (735,714)     (863,017)
                                                          ---------    ----------
   Gross profit                                             208,172       207,944
   Selling, administrative, and general expenses           (113,904)     (128,264)
   Asset impairment charge                                        0             0
   Restructuring                                             (2,622)            0
   Other income                                                   0             0
   Gain from pension curtailment                              2,472             0
   Income from Great Lakes Kraut Company, LLC                 2,457         1,779
   Goodwill impairment charge                              (179,025)            0
                                                         ----------    ----------
   Operating income/(loss) before dividing with Pro-Fac     (82,450)       81,459
   Interest expense                                         (61,331)      (73,997)
   Loss on early extinguishment of debt                           0             0
                                                         ----------    ----------
   Pretax income/(loss) from continuing operations and
      before dividing with Pro-Fac                         (143,781)        7,462
   Pro-Fac share of income                                  (16,842)         (732)
                                                         ----------    ----------
   Pretax income/(loss) from continuing operations         (160,623)        6,730
   Tax (provision)/benefit                                   31,569        (5,455)
                                                         ----------    ----------
   Income/(loss) from continuing operations                (129,054)        1,275
   Discontinued operations, net of tax                       (1,640)       (1,204)
                                                         ----------    ----------
Net income/(loss)                                        $ (130,694)   $       71
                                                         ==========    ==========
Balance Sheet Data:
   Working capital(b)                                    $  302,606    $  253,010
   Ratio of current assets to current liabilities             3.1:1         2.2:1
   Total assets                                          $  857,741    $1,078,565
   Cash and cash equivalents                             $   14,686    $    7,656
   Long-term debt and capital leases
      (excludes current portion)                         $  625,585    $  631,699

Other Statistics:
   Average number of employees:
   Regular                                                    4,239         4,627
   Seasonal                                                   1,649         2,931
</TABLE>

(a)  Consists of 53 weeks.

(b)  Working capital represents current assets (including cash) less current
     liabilities.


                                       11




<PAGE>

ITEM 7. 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 the Birds Eye Foods financial condition and results of
operations from fiscal 2003 through fiscal 2005. This section should be read in
conjunction with Part II, Item 8., "Financial Statements and Supplementary Data"
section of this report.

The consolidated financial statements include the results of Birds Eye Foods,
Inc. ("Birds Eye Foods" or the "Company"). On August 19, 2002, a majority
interest in Birds Eye Foods was indirectly acquired by Vestar/Agrilink Holdings
LLC and its affiliates (the "Transaction" -- see NOTE 2 to the "Notes to
Consolidated Financial Statements"). In accordance with the guidelines for
accounting for business combinations, the investment by Vestar/Agrilink Holdings
and its affiliates plus related purchase accounting adjustments have been
"pushed down" and recorded in Birds Eye Foods' financial statements for the
period subsequent to August 18, 2002, resulting in a new basis of accounting for
the "successor" period. Information for the "predecessor" period prior to the
August 19, 2002 Transaction is presented on the Company's historical basis of
accounting.

In order to provide a meaningful basis of comparing the Company's results of
operations, the results of operations for the "predecessor" period (June 30,
2002 to August 18, 2002) have been combined with the results of operations for
the "successor" period (August 19, 2002 to June 28, 2003). These combined
Company results have been compared to the corresponding periods in fiscal 2005
and fiscal 2004.

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 an operating facility in Mexico, are within the United States. On
August 23, 2005, the Company sold its Mexican subsidiary, Birds Eye de Mexico,
S.A. de C.V. ("BEMSA") and all of its production assets in Celaya, Mexico. The
sale of the Celaya, Mexico facility did not impact the net sales of products
carrying the Birds Eye brand name or any other brand names of the Company.

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!, 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, fruit fillings and toppings, chili products, and
other canned products. The Company's food service/industrial products include
frozen vegetables, salad dressings, mayonnaise, fruit fillings and toppings, and
chili products.

The following tables illustrate the Company's results of operations by segment
for the fiscal years ended June 25, 2005, June 26, 2004, and June 28, 2003, and
the Company's total assets by segment at June 25, 2005, June 26, 2004, and June
28, 2003.

Net Sales
(Dollars in Millions)

<TABLE>
<CAPTION>
                               Fiscal Years Ended
                 ---------------------------------------------
                    June 25,        June 26,        June 28,
                      2005            2004            2003
                 -------------   -------------   -------------
                          % of            % of            % of
                   $     Total     $     Total     $     Total
                 -----   -----   -----   -----   -----   -----
<S>              <C>     <C>     <C>     <C>     <C>     <C>
Branded frozen   356.1    41.5   334.0    39.6   340.8    39.5
Branded dry      203.4    23.7   202.4    24.0   202.9    23.5
Non-branded      299.2    34.8   307.0    36.4   319.3    37.0
                 -----   -----   -----   -----   -----   -----
   Total         858.7   100.0   843.4   100.0   863.0   100.0
                 =====   =====   =====   =====   =====   =====
</TABLE>


                                       12




<PAGE>

Operating Income
(Dollars in Millions)

<TABLE>
<CAPTION>
                                           Fiscal Years Ended
                             ---------------------------------------------
                                June 25,        June 26,        June 28,
                                  2005            2004            2003
                             -------------   -------------   -------------
                                      % of            % of            % of
                               $     Total     $     Total     $     Total
                             -----   -----   -----   -----   -----   -----
<S>                          <C>     <C>     <C>     <C>     <C>     <C>
Branded frozen                47.8    78.6    57.7    73.7    54.3    64.9
Branded dry                   31.5    51.8    34.7    44.3    41.9    50.0
Non-branded                  (18.9)  (31.1)  (14.1)  (18.0)  (12.5)  (14.9)
Asset impairment charge(1)    (1.0)   (1.6)    0.0     0.0     0.0     0.0
Restructuring(2)              (1.9)   (3.1)    0.0     0.0     0.0     0.0
Other income(3)                3.3     5.4     0.0     0.0     0.0     0.0
                             -----   -----   -----   -----   -----   -----
Total Operating income        60.8   100.0    78.3   100.0    83.7   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 5 to the "Notes to
     the Consolidated Financial Statements" for additional disclosures regarding
     the closed Green Bay manufacturing facility.

(2)  Represents restructuring charges which are not allocated to individual
     segments. See NOTE 15 to the "Notes to the Consolidated Financial
     Statements" for additional disclosures regarding the Company's
     restructuring activities.

(3)  Represents other income not allocated to individual segments. This item is
     excluded from the Company's evaluation of segment performance. See NOTE 15
     to the "Notes to the Consolidated Financial Statements" for additional
     disclosures regarding the items included in other income.

EBITDA(1)

The following table sets forth continuing segment EBITDA (defined as income from
continuing operations plus interest, taxes, depreciation and amortization) for
the fiscal years ended June 25, 2005, June 26, 2004, and June 28, 2003. EBITDA
is an additional measure used by the Company to evaluate the operating
performance of its segments, and is a primary measure used internally by
management to manage the business. EBITDA is also a primary measure used
externally by the Company's investor and lenders to ensure consistent
comparability of operating results. EBITDA should, however, be considered in
addition to, and not as a substitute for or superior to operating income, net
income, cash flows, and other measures of financial performance prepared in
accordance with accounting principles generally accepted in the United States
("GAAP"). As EBITDA is not a measure of performance calculated in accordance
with GAAP, this measure may not be comparable to similarly titled measures
employed by other companies.


                                       13




<PAGE>

(Dollars in Millions)

<TABLE>
<CAPTION>
                                                      Fiscal Years Ended
                                           ---------------------------------------------
                                              June 25,        June 26,        June 28,
                                                2005            2004            2003
                                           -------------   -------------   -------------
                                                    % of            % of            % of
                                             $     Total     $     Total     $     Total
                                           -----   -----   -----   -----   -----   -----
<S>                                        <C>     <C>     <C>     <C>     <C>     <C>
Branded frozen                              57.1    66.5    66.3    67.2    63.1    57.2
Branded dry                                 35.2    41.0    38.3    38.8    45.5    41.2
Non-branded                                 (6.8)   (7.9)   (1.9)   (1.9)    1.8     1.6
Asset impairment charge(2)                  (1.0)   (1.2)    0.0     0.0     0.0     0.0
Restructuring(3)                            (1.9)   (2.2)    0.0     0.0     0.0     0.0
Other income(4)                              3.3     3.8     0.0     0.0     0.0     0.0
Loss on early extinguishment of debt(5)      0.0     0.0    (4.0)   (4.1)    0.0     0.0
                                           -----   -----   -----   -----   -----   -----
EBITDA from continuing operations           85.9   100.0    98.7   100.0   110.4   100.0
                                           =====   =====   =====   =====   =====   =====

Reconciliation of EBITDA from continuing
   operations to net income:
   Depreciation and amortization           (25.1)          (24.4)          (26.7)
   Interest expense                        (28.5)          (31.3)          (47.2)
   Tax provision                           (12.1)          (15.4)          (14.6)
   Discontinued operations, net of tax      (1.6)            4.3            (1.0)
                                           -----           -----           -----
Net income                                  18.6            31.9            20.9
                                           =====           =====           =====
</TABLE>

(1)  Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
     is defined as income from continuing 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 5 to the "Notes to
     the Consolidated Financial Statements" for additional disclosures regarding
     the closing of the Green Bay manufacturing facility.

(3)  Represents restructuring charges which are not allocated to individual
     segments. This item is excluded from the Company's evaluation of segment
     performance. See NOTE 15 to the "Notes to the Consolidated Financial
     Statements" for additional disclosures regarding the Company's
     restructuring activity.

(4)  Represents other income not allocated to individual segments. This item is
     excluded from the Company's evaluation of segment performance. See NOTE 15
     to the "Notes to Consolidated Financial Statements" for additional
     disclosures regarding the items included in other income.

(5)  The loss on early extinguishment of debt of $4.0 million has not been
     allocated to segments. See NOTE 10 to the "Notes to Consolidated Financial
     Statements" for additional disclosures regarding long-term debt.

Total Assets
(Dollars in Millions)

<TABLE>
<CAPTION>
                                                      Fiscal Years Ended
                                           ---------------------------------------------
                                              June 25,        June 26,        June 28,
                                                2005            2004            2003
                                           -------------   -------------   -------------
                                                    % of            % of            % of
                                             $     Total     $     Total     $     Total
                                           -----   -----   -----   -----   -----   -----
<S>                                        <C>     <C>     <C>     <C>     <C>     <C>
Branded frozen                             415.8    51.7   325.1    41.6   360.8    39.6
Branded dry                                 99.6    12.4   111.3    14.3   144.7    15.9
Non-branded                                214.0    26.6   228.3    29.3   274.2    30.2
Other(1)                                    69.6     8.6   108.5    13.9   116.2    12.8
                                           -----   -----   -----   -----   -----   -----
   Continuing segments                     799.0    99.3   773.2    99.1   895.9    98.5
   Assets held for sale                      5.5     0.7     6.8     0.9    13.5     1.5
                                           -----   -----   -----   -----   -----   -----
   Total Assets                            804.5   100.0   780.0   100.0   909.4   100.0
                                           =====   =====   =====   =====   =====   =====
</TABLE>

(1)  Includes corporate assets of the Company not allocated to individual
     segments.


                                       14




<PAGE>

                     CHANGES FROM FISCAL 2004 TO FISCAL 2005

Net Sales: Net sales were $858.7 million in fiscal 2005, an increase of $15.3
million, or 1.8 percent, as compared to net sales of $843.4 million in fiscal
2004. This increase is primarily attributable to the net sales of C&W subsequent
to its acquisition on September 23, 2004, offset by volume declines in selected
product lines of the Company as a result of pricing activities and other
competitive actions. In addition, a decline in non-branded product sales
resulted from management's continuing efforts to rationalize certain product
offerings. The "Segment Review" below outlines further details.

Gross Profit: Gross profit was $181.0 million in fiscal 2005, a decrease of $9.5
million or 5.0 percent as compared to $190.5 million in fiscal 2004. The
Company's gross profit margin decreased to 21.1 percent from 22.6 percent in the
prior year period. While C&W improved the Company's profit margin through its
value added product offerings, results for many of the Company's other product
lines were negatively impacted by higher manufacturing and component costs.
Management believes these unfavorable product costs will continue to impact
operating results throughout the first quarter of fiscal 2006. To offset these
increasing costs and restore margins, the Company will continue to focus on
cost-saving efforts in its production and administrative areas.

Selling, Administrative and General Expenses: Selling, administrative and
general expenses were $120.6 million in fiscal 2005 an increase of $8.4 million
or 7.5 percent, as compared to $112.2 million in fiscal 2004. The increase is
primarily attributable to the Company's acquisition of C&W and increased
consumer marketing and other 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. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144, the Company recorded an impairment charge of $1.0
million to write-down the carrying value of the Green Bay manufacturing facility
to fair value. The Green Bay manufacturing facility was closed in conjunction
with the Company's sale of its branded canned vegetable businesses.

Restructuring: On June 15, 2005, the Company announced the elimination of
approximately 45 positions from various locations and departments within the
Company. The reductions were part of an ongoing focus on low-cost operations and
administrative cost savings. The reductions included both salaried and hourly
positions. In conjunction with the reductions, the Company recorded a charge
against earnings of approximately $1.9 million in the fourth quarter of fiscal
2005, primarily comprising employee termination benefits. The majority of this
amount will be liquidated in fiscal 2006.

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 during fiscal 2003.

In addition, 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 during
fiscal 2003.

Continuing Segment Operating Income: Continuing segment operating income was
$60.8 million in fiscal 2005, a decrease of $17.5 million as compared to $78.3
million in fiscal 2004. The decline is attributable to those factors discussed
above. Decreases in operating results within the branded frozen, branded dry,
and non-branded segments were $9.9 million, $3.2 million, and $4.8 million,
respectively. The significant reasons for changes in the Company's operating
income are highlighted below in the "Segment Review."

Interest Expense: Interest expense was $28.5 in fiscal 2005, a decrease of $2.8
million compared to $31.3 million in fiscal 2004. 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 fiscal 2005 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 fiscal 2005 was $12.1 million
compared to a provision for income taxes of $15.4 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. See NOTE 11 to the "Notes to the Consolidated
Financial Statements" for additional disclosures regarding the Company's
provision for income taxes and its effective tax rate.


                                       15




<PAGE>

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

On May 1, 2004, the Company sold its Freshlike canned vegetable business to
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. Also included in discontinued
operations in fiscal 2004 are the operating results of the Freshlike canned
vegetable business prior to sale. The Freshlike canned vegetable business was
previously reported in the branded dry segment.

Net Income: Net income for fiscal 2005 was $18.6 million compared to net income
of $31.9 million in fiscal 2004. 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 $356.1 million in fiscal 2005, an
increase of $22.1 million or 6.6 percent as compared to net sales of $334.0
million in fiscal 2004. Net sales for C&W subsequent to its acquisition on
September 23, 2004 accounted for $34.2 million of the Company's increase in net
sales. In addition, the Company's revitalization efforts within its Birds Eye
Voila product category drove net sales improvements of $8.9 million. These
increases were offset by declines within several other Birds Eye branded frozen
vegetable product categories and several of the Company's regional product
lines, as a result of pricing actions and competitive activities. To offset
higher product costs, the Company increased its list prices in many categories.
In some instances, price gaps developed versus competitors and volume softened.
The Company has subsequently increased trade promotions to remain competitive.
Management believes these actions, along with product innovation that respond to
the consumers' interest in health, nutrition and convenience will drive
improvements in fiscal 2006 net sales.

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 1.1 percent for the 52-week period
ending June 19, 2005. The Company's branded market share (including C&W for all
periods) on a unit basis for the 52-week period ending June 19, 2005 was 20.0
percent compared to 21.4 percent for the 52-week period ending June 20, 2004.
The bagged meal category for the 52-week period ending June 19, 2005 increased
30.5 percent on a unit basis. On a unit sales basis, the Birds Eye Voila! bagged
meal product offering for the 52-week period ending June 19, 2005 showed growth
of 20.4 percent. Market share on a unit basis for the Company's Birds Eye Voila!
bagged meal product offering for the 52-week period ending June 19, 2005 was
17.1 percent compared to 18.5 percent for the 52-week period ending June 20,
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 $47.8 million in the fiscal 2005 period, a
decline of $9.9 million, as compared to $57.7 million in fiscal 2004. While the
branded frozen segment was positively impacted by the operating income of C&W
subsequent to its acquisition, the volume declines highlighted above, along with
significantly increased products costs, have negatively impacted earnings.

Branded Dry: Branded dry net sales were $203.4 million in fiscal 2005, which is
consistent with net sales of $202.4 million in fiscal 2004.

Operating income for the branded dry segment was $31.5 million for fiscal 2005,
representing a decline of $3.2 million from $34.7 million in fiscal 2004.
Significant cost increases in employee benefits, meat, edible oils, steel and
various commodities used in the branded dry segment have negatively impacted
operating income. The Company intends to continue to focus on purchasing
opportunities and innovative merchandising to enhance profitability of the
brands within this segment.

Non-branded: Non-branded net sales were $299.2 million in fiscal 2005, a decline
of $7.8 million or 2.5 percent as compared to $307.0 million in fiscal 2004.
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 industrial channel. In addition, the
Company has experienced a decline in net sales under 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.


                                       16




<PAGE>

The operating loss for the non-branded segment was $18.9 million for fiscal 2005
as compared to a loss of $14.1 million in fiscal 2004. This increase in
operating loss was attributable to the decline in net sales highlighted above
and 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
52-week period ending June 19, 2005 was 32.0 percent compared to 33.0 percent
for the 52-week period ending June 20, 2004.

                     CHANGES FROM FISCAL 2003 TO FISCAL 2004

Net Sales: Net sales were $843.4 million in fiscal 2004, a decline of $19.6
million or 2.3 percent, as compared to $863.0 million in fiscal 2003. The
decrease is primarily the result of a $12.3 million decline in non-branded
product sales due to management's continuing efforts to rationalize certain
product offerings. The Company also experienced a $6.8 million decline in
branded frozen net sales, primarily resulting from challenges experienced in its
Birds Eye Voila! product line during the first three quarters of fiscal 2004.
During the fourth quarter of fiscal 2004, the Company introduced a Birds Eye
Voila! lower calorie and reduced carbohydrate alternative and several new flavor
offerings including reformulated varieties to enhance performance of this
product line. Other significant causes for variances are highlighted below in
the "Segment Review."

Gross Profit: Gross profit was $190.5 million in fiscal 2004, a decrease of
$11.8 million, or 5.8 percent as compared to $202.3 million in fiscal 2003. The
Company's gross profit margin decreased to 22.6 percent from 23.4 percent in the
prior year period. The decrease in gross profit margin is primarily the result
of increased product costs experienced throughout fiscal 2004. Ingredient and
commodity costs rose as a result of inflationary increases and other temporary
costs resulting from production realignment efforts initiated in previous years.
Management believes its realignments efforts will maximize facility utilization
and therefore benefit product costs in the future.

Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses were $112.2 million in fiscal 2004, a decrease of $8.5 million,
or 7.0 percent as compared to $120.7 million in fiscal 2003. The decrease is
primarily attributable to $9.2 million of introductory costs associated with the
launch of a new product in fiscal 2003.

Continuing Segment Operating Income: Continuing segment operating income was
$78.3 million in fiscal 2004, a decrease of $5.4 million, or 6.5 percent, as
compared to $83.7 million in fiscal 2003. This decrease is attributable to the
factors discussed above. While operating income for the branded frozen business
increased $3.4 million, decreases were experienced within the branded dry and
the non-branded businesses of $7.2 million and $1.6 million, respectively.
Significant variances are highlighted below in the "Segment Review."

Income from Great Lakes Kraut Company, LLC: This amount represents earnings
received from the Company's investment in Great Lakes Kraut Company LLC ("GLK"),
a former joint venture between Birds Eye Foods and Flanagan Brothers, Inc. On
March 2, 2003, Birds Eye Foods transferred the operating assets and liabilities
of GLK to a newly formed subsidiary of Flanagan Brothers, Inc. (the "GLK
Transaction"). As a result of the completion of the GLK Transaction, there was
no income from the joint venture in fiscal 2004.

Interest Expense: Interest expense was $31.3 million in fiscal 2004, a decrease
of $15.9 million as compared to $47.2 million in fiscal 2003. This decline is
primarily attributable to reduced debt levels, including the November 2003
repayment of $150.0 million of the Company's 11 7/8 percent Senior Subordinated
Notes and the elimination of the Subordinated Promissory Note as part of the GLK
Transaction. Other savings resulted from decreases in the Company's outstanding
borrowings, as well as general interest rate reductions.

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. This amount reflects the payment of the $8.9 million call
premium and other transaction expenses less the elimination of the related
unamortized premium of $4.9 million recorded in conjunction with the August 19,
2002 Transaction.

Tax Provision: During fiscal 2004, Birds Eye Foods had a tax provision of $15.4
million compared to a $14.6 million tax provision in fiscal 2003. The variance
is attributable to the change in pretax income. See NOTE 11 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding the
Company's provision for income taxes and its effective tax rate.


                                       17




<PAGE>

Discontinued Operations, net of tax: On May 1, 2004, the Company sold its
Freshlike canned vegetable business to 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. Also
included in discontinued operations in fiscal 2004 are the operating results of
the Freslike canned vegetable business prior to sale. The Freshlike canned
vegetable business was previously reported in the branded dry segment.

In fiscal 2003, the Company sold its popcorn, applesauce and Veg-All operations
and the associated operating results are included in discontinued operations.

Net Income: Net income for fiscal 2004 was $31.9 million, an increase of $11.1
million or 53.4 percent, compared to net income of $20.8 million in fiscal 2003
due to 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 $334.0 million in fiscal 2004, a
decline of $6.8 million or 2.0 percent as compared to net sales of $340.8
million in fiscal 2003. Increases in net sales within the Company's Birds Eye
branded frozen vegetables product categories were offset by declines within the
bagged meal category and several of the Company's regional product lines.

Solid improvements were experienced within the Birds Eye branded frozen
vegetable product categories, with net sales in this category increasing $7.6
million compared to fiscal 2003. The introduction of several value added sauced
vegetable items, along with improved promotional effectiveness, led to the
improvement.

The Birds Eye Voila! category, however, declined $8.6 million due to continuing
challenges within the bagged meal category. To enhance performance of this
product, management introduced, during the fourth quarter of fiscal 2004, a
lower calorie and reduced carbohydrate alternative that includes several flavor
offerings. The Company also reformulated its existing Birds Eye Voila! category
to improve the taste profile and extend the line to include several new
varieties.

The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is, however,
limited 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 2 percent for the 52-week period
ending June 20, 2004. The Company's branded market share on a unit basis at June
20, 2004 was 18.9 percent (excluding the C&W acquisition) compared to 19.5
percent at June 22, 2003. Market share on a unit basis for the Company's Birds
Eye Voila! skillet meal product offering for the 52-week period ending June 20,
2004 was 19.0 percent compared to 21.4 percent for the 52-week period ending
June 22, 2003.

Branded frozen operating income was $57.7 million in fiscal 2004, an increase of
$3.4 million or 6.3 percent as compared to $54.3 million in fiscal 2003. The
majority of this increase is primarily the result of the elimination of
introductory costs associated with a new product launch in fiscal 2003.
Offsetting this change was the significant investment incurred in the fourth
quarter of fiscal 2004 to support the revitalization of the Birds Eye Voila!
product line as described above.

Branded Dry: Branded dry net sales were $202.4 million in fiscal 2004,
consistent with those of $202.9 million in fiscal 2003. Operating income for the
branded dry segment was $34.7 million in fiscal 2004, a decline of $7.2 million
or 17.2 percent as compared to $41.9 million in fiscal 2003. Approximately $2.0
million of this decline is attributable to the GLK Transaction which occurred in
March of 2003. In addition, several of the Company's product lines within the
branded dry category experienced significant increases in product costs during
fiscal 2004, including the Company's fillings and toppings business as a result
of an increase in the cost of cherries; the branded chili business as a result
of an increase in beef prices; and the snacks business as a result of an
increase in oil costs.

Non-branded: During fiscal 2004, management continued its efforts to rationalize
certain lower margin food service offerings. As a result, non-branded net sales
declined $12.3 million to $307.0 million in the current year as compared to
$319.3 million in fiscal 2003. The operating loss for the non-branded segment
was $14.1 million in fiscal 2004 as compared to a loss of $12.5 million in
fiscal 2003. This decline was attributable to the decline in net sales
highlighted above and increased product costs consistent with that experienced
in the Company's other operating segments.

As discussed 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 for the 52-week period ending June 20,
2004 (excluding the C&W acquisition) was 30.5 percent compared to 30.8 percent
for the 52-week period ending June 22, 2003.


                                       18




<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, identifiable intangible assets, long-lived
assets, and goodwill, self-insurance programs, promotional activities, income
taxes, and retirement benefits.

The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the consolidated financial statements,
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 costs of these items are
used to reflect ending inventory. The Company prices its inventory at the lower
of cost or market value on the FIFO method.

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

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

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

Promotional Activities: The Company's promotional activities are conducted
either through the retail trade channel or directly with consumers and involve
in-store displays; feature price discounts on our 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.

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

The Company records valuation allowances to reduce deferred tax assets to the
amount that is more likely than not to be realized. When assessing the need for
valuation allowances, the Company considers future taxable income and ongoing
prudent and feasible tax planning strategies. Should a change in circumstances
lead to change in judgment about the realizability of deferred tax assets in
future


                                       19




<PAGE>

years, the Company would adjust related valuation allowances in the period that
the change in circumstances occurs, along with a corresponding increase or
charge to income.

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

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

In addition, the Company's actuarial consultants also use subjective factors
such as mortality rates to estimate the expense and liability related to these
plans. The actuarial assumptions used by the Company may differ materially from
actual results due to changing market and economic conditions, or longer or
shorter life spans of participants. These differences may result in a
significant impact to the amount of pension expense recorded by the Company.

                         LIQUIDITY AND CAPITAL RESOURCES

The following discussion highlights the major variances in the Consolidated
Statement of Cash Flows for fiscal 2005 compared to fiscal 2004.

Net cash provided by operating activities was $63.2 million in fiscal 2005, a
decrease of $41.8 million as compared to net cash provided by operating
activities of $105.0 million in fiscal 2004. Operating cashflow was impacted by
an earnings decline of $13.3 million. The increase in net cash used for
inventory purchases (including prepaid manufacturing expense) of $12.5 million
in the current period as compared to net cash provided by changes in inventories
(including prepaid manufacturing expense) of $17.4 million during the prior year
period. The increase in production cost and outside inventory purchases,
experienced throughout the period, have raised the carrying value of inventory.

Net cash used in investing activities was $86.6 million in fiscal 2005 compared
to net cash provided by investing activities of $2.6 million in fiscal 2004,
representing an increase in cash outflows of $89.2 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 in
investing activities. The acquisition of C&W was financed by borrowings under
the Company's Revolving Credit Facility defined below. See NOTE 4 to the "Notes
to Consolidated Financial Statements."  In addition, during fiscal 2004 the
Company received proceeds of $15.9 million from the sale of the Freshlike canned
vegetable business, as well as $8.9 million related to the sale of facilities
and equipment no longer in service. Capital expenditures were $16.5 million for
fiscal 2005 compared to $24.9 million in fiscal 2004. The decline in capital
expenditures is a result of the Company having fewer production facilities as a
result of its realignment efforts. 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 used in financing activities was $13.5 million in fiscal 2005, a
decrease of $174.9 million as compared to net cash used of $188.4 million in
fiscal 2004. During fiscal 2004, 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 fiscal 2004, 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 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 further discussion below and at NOTE 10 to the
"Notes to Consolidated Financial Statements" for additional disclosures
regarding the Company's debt.

Senior Credit Facility: In connection with the August 19, 2002 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 ("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.


                                       20




<PAGE>

As of June 25, 2005, (i) there were no cash borrowings outstanding under the
Revolving Credit Facility, (ii) there were $24.0 million in letters of credit
outstanding, and (iii) availability under the Revolving Credit Facility, after
taking into account the amount of letters of credit outstanding, was $176.0
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 expenditures.

The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR, as defined in the Senior Credit Agreement, 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, (the "Senior Credit Agreement") and is adjusted quarterly based on
the calculation of the Consolidated Leverage Ratio. As of June 25, 2005, the
Senior Credit Facility bears interest in the case of base rate loans at the Base
Rate, as defined in the Senior Credit Agreement, plus (i) 1.00 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 (i) 2.00 percent
for loans under the Revolving Credit Facility and (ii) 2.75 percent for loans
under the Term Loan Facility. As of June 25, 2005, the interest rate under the
Term Loan Facility was approximately 5.85 percent. 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.

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
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" as defined in the Senior Credit Agreement, be
utilized to prepay the Term Loan Facility at an applicable percentage that
corresponds to the Company's Consolidated Leverage Ratio. The excess cash flow
amount is based in part on the Company's operating income during the year less
capital expenditures and cash interest. As of June 25, 2005 and June 26, 2004,
there was no "excess cash proceeds" to be paid under the Term Loan Facility.

The Term Loan Facility was subject to the following amortization schedule at
June 25, 2005.

(Dollars in Millions)

<TABLE>
<CAPTION>
Fiscal Year   Term Loan B
-----------   -----------
<S>              <C>
2006             $  2.7
2007                2.7
2008              129.6
2009              115.2
                 ------
                 $250.2
                 ======
</TABLE>

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 total
debt to EBITDA ratio (Consolidated Leverage Ratio) and a minimum EBITDA to
interest expense ratio (Interest Coverage Ratio). As of June 25, 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 14 to the "Notes to Consolidated
Financial Statements" for additional disclosures regarding guarantees and
indemnifications.

Effective May 27, 2005, the Company negotiated an amendment to its Senior Credit
Facility, which among other things, eliminates the Consolidated Senior Leverage
Ratio financial covenant and tightens the Consolidated Leverage Ratio for the
periods ending March 31, 2005, June 30, 2005, September 30, 2005 and December
31, 2005 by 25 basis points. In addition, the amendment permits the use of
revolving loans under the Revolving Credit Facility to finance acquisitions if,
after giving effect to the acquisition(s), the pro forma Consolidated Senior
Leverage Ratio is less than or equal to 3.5 to 1.0.

During fiscal 2004, the Company negotiated an amendment to its Senior Credit
Facility. The amendment provided the Company with the ability to repay $150.0
million of its Senior Subordinated Notes which occurred in November 2003. See
"Senior Subordinated Notes -- 11 7/8 Percent (due 2008)" below. In addition,
provided the satisfaction of certain conditions, the amendment permits repayment
of the balance of the Senior Subordinated Notes prior to maturity.


                                       21




<PAGE>

Senior Subordinated Notes -- 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008.

As of June 25, 2005, Birds Eye Foods had outstanding $50.0 million of its
$200.00 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.

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

The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Company's
obligations under the Notes are guaranteed by Kennedy Endeavors, Incorporated
and Linden Oaks Corporation (wholly-owned subsidiaries of the Company) and by
Pro-Fac. See NOTE 14 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding guarantees and indemnifications.

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.

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.

Contractual Obligations: The following table summarizes the Company's future
obligations under contracts as of June 25, 2005.

(Dollars in Millions)

<TABLE>
<CAPTION>
Contractual Obligations                             Payments due by period
                                          Less than 1                           More than 5
                                  Total       year      1-3 years   3-5 years      years
                                 ------   -----------   ---------   ---------   -----------
<S>                              <C>         <C>          <C>         <C>         <C>
Long-Term Debt(1)                $300.2      $  2.7       $132.3      $165.2      $  0.0
Capital Lease Obligations           3.5         1.0          1.7         0.8         0.0
Operating Leases                   48.5        11.0         17.5        11.0         9.0
Purchase Obligations(2,3)         389.2       211.3         58.8        46.5        72.6
Other Long-Term Liabilities(4)     73.4        21.9         34.9         1.8        14.8
                                 ------      ------       ------      ------      ------
Total                            $814.8      $247.9       $245.2      $225.3      $ 96.4
                                 ======      ======       ======      ======      ======
</TABLE>

(1) "Long-Term Debt" includes principal amounts due under the Company's Senior
Subordinated 11 7/8 percent Notes and the Term Loan Facility. Interest expense
related to long-term debt is estimated to be as follows: less than 1 year, $20.7
million; 1-3 years $38.1 million and 3-5 years $2.5 million. The Term Loan
Facility is variable by its terms and interest was estimated utilizing the 5.85
percent interest rate on the Term Loan Facility at June 25, 2005.

(2) A "Purchase Obligation" is defined as an agreement to purchase goods or
services that is enforceable and legally binding on the Company and that
specifies all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction. Purchase Obligations include outstanding purchase
orders of the Company for raw materials, packaging and other ingredients.
Purchase Obligations which outline quantities that vary based on production
needs cannot be reasonably estimated at this time. The total does not include
purchase obligations recorded on the consolidated balance sheet as of June 25,
2005.

(3) Amounts shown within Purchase Obligations in the less than one year category
include estimated raw product purchases of $72.0 million under the Amended and
Restated Marketing and Facilitation Agreement. As estimates of the ongoing
purchases from Pro-Fac cannot be determined at this time, the maximum penalty
due upon termination has been included in the 1-3 years category.

(4) This category includes the non-current liabilities reflected on the June 25,
2005 consolidated balance sheet for pension, other postretirement benefits,
non-qualified 401(k) benefits, deferred directors' fees and Pro-Fac termination
payments due under the Termination Agreement. Payments to the Company's pension
trusts are reflected through April, 2008. Estimates beyond that date are not
currently available.


                                       22




<PAGE>

OTHER MATTERS:

Capital Expenditures: The Company anticipates that capital expenditures for
fiscal years 2006 and 2007 will be in the range of approximately $8.0 million to
$10.0 million per annum. The Company believes that cash flow from operations and
borrowings under the Company's Senior Credit Facility will be sufficient to meet
its liquidity requirements for the foreseeable future.

Supplemental Information on Inflation: The changes in costs and prices within
the Company's business due to inflation were not significantly different from
inflation in the United States economy as a whole.

New Accounting Pronouncements: In June 2005, the Financial Accounting Standards
Board ("FASB") Emerging Issues Task Force ("EITF") reached a consensus on EITF
Issue No. 05-6 "Determining the Amortization Period for Leasehold Improvements
Purchased or Acquired after Lease Inception in a Business Combination." This
EITF issue provides guidance on the amortization period for leasehold
improvements acquired in a business combination and the amortization period of
leasehold improvements that are placed in service significantly after and not
contemplated at the beginning of the lease term. The guidance contained in EITF
No. 05-6 is effective for periods beginning after June 29, 2005. The Company
does not anticipate that the adoption of EITF No. 05-6 will have a material
effect on its consolidated financial statements.

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

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. SFAS No. 153 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 ("FSP") 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 had no impact on the Company's consolidated financial
statements 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.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs -- an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 amends previous accounting guidance
regarding allocation of fixed production costs to inventory and the recognition
of overheads and other expenses. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. The Company is currently evaluating the effect
SFAS No. 151 will have on its consolidated financial statements.

In May 2004, the FASB issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" (the "Act"), 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 12 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding pensions
and post retirement benefits.


                                       23




<PAGE>

ITEM 7A. 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, certain commodity prices, and
interest rate fluctuations which may adversely affect its results of operations
and financial position. In seeking to minimize the risks and/or costs associated
with such activities, the Company has entered into certain derivative contracts.

Foreign Currency: The Company managed its foreign currency related risk
primarily through the use of foreign currency forward contracts. The contracts
held by the Company are denominated in Mexican pesos.

The Company has entered into foreign currency forward contracts that are
designated as cash flow hedges of exchange rate risk related to forecasted
foreign currency-denominated intercompany sales. At June 25, 2005, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2005 to June 2006. The fair value of the open contracts was an asset and an
after-tax gain of $0.4 million, recorded in accumulated other comprehensive
income in shareholder's equity. The forward contracts hedged approximately 100
percent of the Company's planned intercompany sales. Amounts deferred to
accumulated other comprehensive income are reclassified into cost of goods sold
as the related product is sold. In fiscal 2005, a net loss of approximately $0.1
million related to all foreign currency contracts had been reclassified from
other comprehensive income to cost of goods sold.

<TABLE>
<CAPTION>
                                              Foreign Currency
                                            Forward Outstanding
                                            -------------------
<S>                                          <C>
Contract amounts                             147 million Pesos
Weighted average settlement exchange rate          8.4%
</TABLE>

On August 23, 2005, the foreign currency forward contracts were transferred to
the buyer in conjunction with the sale of the Company's wholly owned subsidiary,
Birds Eye de Mexico, S.A. de C.V. See NOTE 5 to the "Notes to Consolidated
Financial Statements" for additional disclosure regarding this transaction.

Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
June 7, 2005, which matures June 30, 2006. The swap agreement is designated as a
cash flow hedge of the Company's forecasted corrugated purchases. At June 25,
2005, the Company had open swaps hedging approximately 40 percent of its planned
corrugated requirements. The fair value of the agreement is an after-tax loss of
approximately $18,000 recorded in accumulated other comprehensive income in
shareholder's equity.

<TABLE>
<CAPTION>
                                                          Swap
                                                Corrugated Outstanding
                                                (Unbleached Kraftliner)
                                            ------------------------------
<S>                                         <C>
Notional amount                                    12,000 short tons
Average paid rate                                   $485/short ton
Average receive rate                        Floating rate/short ton -- $483
Maturities through                                     June 2006
</TABLE>

The Company is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
the Company entered into a swap agreement on February 11, 2005 designated as a
cash flow hedge of its forecasted polyethylene purchases. The termination date
for the agreement is June 30, 2006. The swap hedges approximately 80 percent of
the Company's planned polyethylene requirements. The fair value of the agreement
is an after-tax loss of approximately $0.2 million recorded in accumulated other
comprehensive income in shareholder's equity.

<TABLE>
<CAPTION>
                                                      Swap
                                             Polyethylene Outstanding
                                            ---------------------------
<S>                                         <C>
Notional amount                                  3,600,000 pounds
Average paid rate                                   $.760/pound
Average receive rate                        Floating rate -- $.648/pound
Maturities through                                   June 2006
</TABLE>

Interest Rate: The Company is also exposed to changes in interest rates. The
Company manages this risk by monitoring interest rates and future cash
requirements and evaluating opportunities to refinance borrowings at various
maturities and interest rates. At June 25, 2005, 83% of the Company's debt
carried interest rates that were periodically adjustable to the LIBOR rate, and
17% carried interest at fixed rates. Based on debt outstanding at the end of
fiscal 2005, a hypothetical increase in interest rates of 100 basis points
would increase the Company's interest expense by approximately $2.5 million.


                                       24




<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
ITEM                                                                        Page
----                                                                        ----
<S>                                                                          <C>
Birds Eye Foods, Inc. and Consolidated Subsidiaries:
   Report of Independent Registered Public Accounting Firm...............    26
   Consolidated Statements of Operations, Accumulated Earnings/(Deficit),
      and Comprehensive Income for the years ended June 25, 2005 and
      June 26, 2004, and the periods August 19, 2002 to June 28, 2003
      and June 30, 2002 to August 18, 2002...............................    27
   Consolidated Balance Sheets at June 25, 2005 and June 26, 2004........    28
   Consolidated Statements of Cash Flows for the years ended
      June 25, 2005 and June 26, 2004, and the periods August 19, 2002
      to June 28, 2003 and June 30, 2002 to August 18, 2002...............   29
   Notes to Consolidated Financial Statements.............................   30
</TABLE>


                                       25




<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder
Birds Eye Foods, Inc.
Rochester, New York

We have audited the accompanying consolidated balance sheets of Birds Eye Foods,
Inc. and subsidiaries as of June 25, 2005 and June 26, 2004 (Successor Company),
and the related consolidated statements of operations, accumulated earnings
(deficit), and comprehensive income, and of cash flows for the years ended June
25, 2005 and June 26, 2004 (Successor Company), for the period from August 19,
2002 through June 28, 2003 (Successor Company), and for the period from June 30,
2002 through August 18, 2002 (Predecessor Company). Our audits also included the
financial statement schedule listed in the Index at Item 15. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Birds Eye Foods, Inc. and
subsidiaries at June 25, 2005 and June 26, 2004 (Successor Company), and the
results of their operations and their cash flows for the years ended June 25,
2005 and June 26, 2004 (Successor Company), for the period from August 19, 2002
through June 28, 2003 (Successor Company), and for the period from June 30, 2002
through August 18, 2002 (Predecessor Company), in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects the information set forth therein.


/s/ Deloitte & Touche LLP

Rochester, New York
September 19, 2005


                                       26




<PAGE>

                              FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                Fiscal Years Ended                Periods Ended
                                                              ---------------------   ------------------------------------
                                                              Successor   Successor       Successor          Predecessor
                                                               June 25,    June 26,   August 19, 2002 -    June 30, 2002 -
                                                                 2005        2004       June 28, 2003      August 18, 2002
                                                              ---------   ---------   -----------------    ---------------
<S>                                                           <C>         <C>             <C>                 <C>
Net sales                                                     $ 858,669   $ 843,398       $ 764,900           $  98,076
Cost of sales                                                  (677,706)   (652,863)       (585,239)            (75,441)
                                                              ---------   ---------       ---------           ---------
Gross profit                                                    180,963     190,535         179,661              22,635
Selling, administrative, and general expenses                  (120,565)   (112,208)       (105,606)            (15,084)
Asset impairment charge                                            (994)          0               0                   0
Restructuring                                                    (1,940)          0               0                   0
Other income                                                      3,288           0               0                   0
Income from Great Lakes Kraut Company, LLC                            0           0           1,770                 277
                                                              ---------   ---------       ---------           ---------
Operating income                                                 60,752      78,327          75,825               7,828
Loss on early extinguishment of debt                                  0      (4,018)              0                   0
Interest expense                                                (28,456)    (31,326)        (39,807)             (7,416)
                                                              ---------   ---------       ---------           ---------
Pretax income from continuing operations                         32,296      42,983          36,018                 412
Tax provision                                                   (12,139)    (15,438)        (14,426)               (169)
                                                              ---------   ---------       ---------           ---------
Income from continuing operations                                20,157      27,545          21,592                 243
Discontinued operations, net of taxes                            (1,552)      4,322            (836)               (158)
                                                              ---------   ---------       ---------           ---------
Net income                                                       18,605      31,867          20,756                  85
Accumulated earnings/(deficit) at beginning of period            52,623      20,756               0            (126,623)
                                                              ---------   ---------       ---------           ---------
Accumulated earnings/(deficit) at end of period               $  71,228   $  52,623       $  20,756           $(126,538)
                                                              =========   =========       =========           =========

Net income                                                    $  18,605   $  31,867       $  20,756           $      85
Other comprehensive income/(loss):
   Minimum pension liability adjustment, net of taxes            (3,021)       (490)        (11,257)                  0
   Unrealized (loss)/gain on hedging activity, net of taxes        (106)       (131)            348                   0
                                                              ---------   ---------       ---------           ---------
Comprehensive income                                          $  15,478   $  31,246       $   9,847           $      85
                                                              =========   =========       =========           =========

Accumulated other comprehensive loss at beginning of period   $ (11,530)  $ (10,909)      $       0           $    (367)
Minimum pension liability, net of taxes                          (3,021)       (490)        (11,257)                  0
Unrealized (loss)/gain on hedging activity, net of taxes           (106)       (131)            348                   0
                                                              ---------   ---------       ---------           ---------
Accumulated other comprehensive loss at end of period         $ (14,657)  $ (11,530)      $ (10,909)          $    (367)
                                                              =========   =========       =========           =========
</TABLE>

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


                                       27




<PAGE>

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                    Successor   Successor
                                                                                     June 25,    June 26,
                                                                                       2005        2004
                                                                                    ---------   ---------
<S>                                                                                 <C>         <C>
Current assets:
   Cash and cash equivalents                                                        $ 36,002    $ 72,887
   Accounts receivable trade, net of allowances for doubtful accounts of
      $1,123 and $993, respectively                                                   60,208      63,319
   Accounts receivable, other                                                          4,011       2,271
   Income taxes refundable                                                               269           0
   Inventories, net                                                                  196,287     181,083
   Current investment in CoBank                                                          383       1,477
   Prepaid manufacturing expense                                                      12,108      11,706
   Prepaid expenses and other current assets                                           9,696      11,327
   Held for sale assets                                                                5,497       6,848
   Current deferred tax asset                                                          5,276       9,047
                                                                                    --------    --------
         Total current assets                                                        329,737     359,965
Investment in CoBank                                                                     719       1,102
Property, plant, and equipment, net                                                  191,637     197,845
Goodwill                                                                              45,101      35,586
Trademarks and other intangible assets, net                                          222,496     164,123
Other assets                                                                          14,834      20,266
Note receivable due from Pro-Fac Cooperative, Inc.                                         0       1,086
                                                                                    --------    --------
         Total assets                                                               $804,524    $779,973
                                                                                    ========    ========
                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Current portion of obligations under capital leases                              $    865    $    851
   Current portion of long-term debt                                                   2,700       2,700
   Current portion of Termination and Transitional Service Agreements
      with Pro-Fac Cooperative, Inc.                                                   9,455       9,220
   Accounts payable                                                                   78,597      76,696
   Income taxes payable                                                                    0       1,241
   Accrued interest                                                                    2,144       1,153
   Accrued employee compensation                                                       7,296      10,029
   Other accrued liabilities                                                          44,334      38,689
   Held for sale liabilities                                                           2,014           0
   Growers payable due to Pro-Fac Cooperative, Inc.                                    8,395       7,783
                                                                                    --------    --------
         Total current liabilities                                                   155,800     148,362
Obligations under capital leases                                                       2,373       3,028
Long-term debt                                                                       298,548     301,592
Long-term portion of Termination Agreement with Pro-Fac
   Cooperative, Inc.                                                                   8,836      16,830
Other non-current liabilities                                                         67,228      59,943
Non-current deferred tax liability                                                    12,353       6,371
                                                                                    --------    --------
         Total liabilities                                                           545,138     536,126
                                                                                    --------    --------
Commitments and Contingencies (Note 7)
Shareholder's Equity:
   Common stock, par value $.01; 11,000 shares authorized, issued and outstanding          0           0
   Additional paid-in capital                                                        202,815     202,754
   Accumulated earnings                                                               71,228      52,623
   Accumulated other comprehensive income/(loss):
      Unrealized gain on hedging activity, net of taxes                                  111         217
      Minimum pension liability, net of taxes                                        (14,768)    (11,747)
                                                                                    ---------   --------
         Total shareholder's equity                                                  259,386     243,847
                                                                                    --------    --------
         Total liabilities and shareholder's equity                                 $804,524    $779,973
                                                                                    ========    ========
</TABLE>

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


                                       28




<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Fiscal Years Ended               Periods Ended
                                                                  ---------------------   -----------------------------------
                                                                  Successor   Successor       Successor         Predecessor
                                                                   June 25,    June 26,   August 19, 2002 -   June 30, 2002 -
                                                                     2005        2004       June 28, 2003     August 18, 2002
                                                                  ---------   ---------   -----------------   ---------------
<S>                                                               <C>         <C>             <C>                <C>
Cash Flows from Operating Activities:
   Net income                                                     $ 18,605    $  31,867       $  20,756          $     85
   Adjustments to reconcile net income to net cash
      provided by/(used in) operating activities --
      Asset impairment charge                                          994            0               0                 0
      Other income                                                  (3,288)           0               0                 0
      Asset impairment charge within discontinued operations         2,508            0               0                 0
      Amortization of certain intangible assets                      3,098        1,798           2,262               144
      Depreciation                                                  22,065       22,663          22,129             3,833
      Amortization of debt issue costs, amendment costs, debt
         discounts and premiums, and interest in-kind                6,985        7,330           9,197             1,201
      Gain on sale of Freshlike canned vegetable business
         within discontinued operations                                  0       (6,263)              0                 0
      (Gain)/loss on sale of property, plant and equipment            (348)         217               0                 0
      Loss on early extinguishment of debt                               0        4,018               0                 0
      Equity in undistributed earnings of Great Lakes Kraut
         Company, LLC                                                    0            0          (1,109)             (277)
      Equity in undistributed earnings of CoBank                         0            0             (29)                0
      Transitional Service Agreement with Pro-Fac
         Cooperative, Inc.                                             (70)        (525)           (455)                0
      Provision for deferred taxes                                  11,204       16,703          13,481                 0
      Provision for losses on accounts receivable                      265          298             570                 0
   Change in assets and liabilities:
      Accounts receivable                                            4,162       (5,892)         13,541             1,818
      Inventories and prepaid manufacturing expense                (12,533)      17,365         106,699           (33,170)
      Income taxes payable/refundable                                 (918)       1,648          (1,211)              (75)
      Accounts payable and other accrued expenses                    4,323        6,937         (10,877)          (10,972)
      Due to/from Pro-Fac Cooperative, Inc., net                       698         (721)        (13,433)            8,649
      Other assets and liabilities, net                              5,409        7,522          (7,623)              909
                                                                  --------    ---------       ---------          --------
Net cash provided by/(used in) operating activities                 63,159      104,965         153,898           (27,855)
                                                                  --------    ---------       ---------          --------
Cash Flows from Investing Activities:
   Purchase of property, plant, and equipment                      (16,524)     (24,859)        (13,390)           (2,187)
   Proceeds from disposals                                           2,155       24,829          27,349                 0
   Proceeds from note receivable                                         0            0           4,978                 0
   Proceeds/(issuance) of note receivable to Pro-Fac
      Cooperative, Inc.                                              1,000         (300)           (700)                0
   Acquisition of California & Washington Company                  (74,290)           0               0                 0
   Acquisition of Edwards Distributing                                (410)           0               0                 0
   Proceeds from investment in CoBank                                1,477        2,923           3,053             1,115
   Repayments from/(advances to) Great Lakes Kraut Company, LLC          0            0           6,285            (1,512)
   Disposition of investment in Great Lakes Kraut Company, LLC           0            0          13,900                 0
                                                                  --------    ---------       ---------          --------
Net cash (used in)/provided by investing activities                (86,592)       2,593          41,475            (2,584)
                                                                  --------    ---------       ---------          --------

Cash Flows from Financing Activities:
   Proceeds from issuance of long-term debt                              0            0         270,000                 0
   Birds Eye Holdings, Inc. investment, net                             61        1,064         175,590                 0
   Payments on Subordinated Promissory Note                              0            0         (25,000)                0
   Net (payments)/proceeds on prior revolving credit facility            0            0         (22,000)           22,000
   Payments on long-term debt                                       (2,700)    (169,636)       (402,488)             (292)
   Payment of premium and fees on early extinguishment of debt           0       (8,937)              0                 0
   Payments on Termination Agreement and other payments to
      Pro-Fac Cooperative, Inc.                                    (10,000)     (10,000)        (12,118)                0
   Payments on capital leases                                         (813)        (918)           (775)              (38)
   Cash paid for debt issuance costs                                     0            0         (24,743)                0
   Cash paid for transaction fees                                        0            0          (6,000)                0
                                                                  --------    ---------       ---------          --------
Net cash (used in)/provided by financing activities                (13,452)    (188,427)        (47,534)           21,670
                                                                  --------    ---------       ---------          --------
Net change in cash and cash equivalents                            (36,885)     (80,869)        147,839            (8,769)
Cash and cash equivalents at beginning of period                    72,887      153,756           5,917            14,686
                                                                  --------    ---------       ---------          --------
Cash and cash equivalents at end of period                        $ 36,002    $  72,887       $ 153,756          $  5,917
                                                                  ========    =========       =========          ========
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
      Interest, net of amounts capitalized                        $ 20,210    $  27,289       $  36,284          $  3,770
                                                                  ========    =========       =========          ========
      Income taxes paid, net                                      $    893    $      74       $   3,906          $    134
                                                                  ========    =========       =========          ========
Supplemental schedule of non-cash operating, investing and
   financing activities:
   Capital lease obligations incurred                             $    246    $   4,177       $      49          $      0
                                                                  ========    =========       =========          ========
   Birds Eye Holdings, Inc. investment                            $      0    $       0       $  32,100          $      0
                                                                  ========    =========       =========          ========
   Property, plant and equipment purchases included in accounts
      payable                                                     $  1,750    $   1,153       $   1,615          $    830
                                                                  ========    =========       =========          ========
</TABLE>

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


                                       29




<PAGE>

                              BIRDS EYE FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company: Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods"),
incorporated in 1961, is a producer and marketer of processed food products. 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. On August 23, 2005, the Company sold its Mexican subsidiary,
Birds Eye de Mexico, S.A. de C.V. ("BEMSA") and all of its production assets in
Celaya, Mexico. See NOTE 5 to the "Notes to Consolidated Financial Statements"
for additional disclosures regarding this transaction.

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 co-investors
indirectly acquired control of the Company. See NOTE 2 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding the
August 19, 2002 Transaction.

The term "successor" refers to Birds Eye Foods and all of its subsidiaries
following the Transaction. The term "predecessor" refers to Birds Eye Foods
prior to the change in control on August 19, 2002.

Basis of Presentation: The accompanying consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") which requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances. Investments in affiliates, owned more than 20 percent but not in
excess of 50 percent, are recorded under the equity method of accounting. In
accordance with the guidelines for accounting for business combinations, the
investment by Vestar/Agrilink Holdings and its co-investors ("Vestar") plus
related purchase accounting adjustments have been "pushed down" and recorded in
Birds Eye Foods' financial statements for the period subsequent to August 18,
2002, resulting in a new basis of accounting for the "successor" period.

Reclassification: Prior year information is reclassified whenever necessary to
conform with the current year's presentation. Net cash provided by operating
activities and net cash provided by investing activities in the accompanying
Consolidated Statements of Cash Flows have been adjusted by $0.5 million and
$0.8 million in fiscal 2004 and 2003, respectively, to reflect non-cash
property, plant and equipment purchases.

Fiscal Year: The fiscal year of Birds Eye Foods ends on the last Saturday in
June. Fiscal 2005, 2004 and 2003 comprised 52 weeks.

New Accounting Pronouncements: In June 2005, the Financial Accounting Standards
Board ("FASB") Emerging Issues Task Force ("EITF") reached a consensus on EITF
Issue No. 05-6 "Determining the Amortization Period for Leasehold Improvements
Purchased or Acquired after Lease Inception in a Business Combination." This
EITF issue provides guidance on the amortization period for leasehold
improvements acquired in a business combination and the amortization period of
leasehold improvements that are placed in service significantly after and not
contemplated at the beginning of the lease term. The guidance contained in EITF
No. 05-6 is effective for periods beginning after June 29, 2005. The Company
does not anticipate that the adoption of EITF No. 05-6 will have a material
effect on its consolidated financial statements.

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

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. SFAS No. 153 is effective for nonmonetary asset


                                       30




<PAGE>

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 had no impact on the Company's consolidated financial
statements 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.

In November 2004, the FASB Emerging Issues Task Force 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 SFAS No. 151, "Inventory Costs -- an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 amends previous accounting guidance
regarding allocation of fixed production costs to inventory and the recognition
of overheads and other expenses. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. The Company is currently evaluating the effect
SFAS No. 151 will have on its consolidated financial statements.

In May 2004, the FASB issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003", 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 12 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding pension
and post retirement benefits.

Cash and Cash Equivalents: Cash and cash equivalents include short-term
investments with original maturities of three months or less.

Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance, in their entirety, are those accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management believes are not collectible based on historical information. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts. The Company's allowance for doubtful accounts was
approximately $1.1 million and $1.0 million at June 25, 2005 and at June 26,
2004, respectively.

Inventories: Inventories are stated at the lower of cost or market on the
first-in, first-out ("FIFO") method. The Company provides inventory reserves for
obsolete or slow moving inventory based on changes in consumer demand and other
economic conditions. Reserves recorded at June 25, 2005 and June 26, 2004 were
$6.4 million and $4.1 million, respectively.

Investment in CoBank: The Company's investment in CoBank was required as a
condition of previous borrowings. These securities are not physically issued by
CoBank, but rather the Company is notified as to their monetary value. The
investment is carried at cost plus the Company's share of the undistributed
earnings of CoBank (that portion of patronage refunds not distributed currently
in cash).

Under the terms of previous borrowing arrangements, the Company's investment in
CoBank will be liquidated over the next three-year period.

Prepaid Manufacturing Expense: The allocation of manufacturing overhead to
finished goods produced is on the basis of a production period. Thus at the end
of each period, certain costs incurred by seasonal plants, subsequent to the end
of previous pack operations, are deferred and included in the accompanying
balance sheet. Such costs are applied to inventory during the next production
period and recognized as an element of cost of goods sold.


                                       31




<PAGE>

Property, Plant, and Equipment and Related Lease Arrangements: Property, plant,
and equipment are depreciated over the estimated useful lives of the assets
using the straight-line method, half-year convention, over 1 to 40 years.

Lease arrangements are capitalized when such leases convey substantially all of
the risks and benefits incidental to ownership. Capital leases are amortized
over either the lease term or the life of the related assets, depending upon
available purchase options and lease renewal features. Amortization related to
capital leases is included within depreciation expense.

Assets held for sale are separately classified on the consolidated balance
sheet. The recorded value represents estimated fair value less costs to sell.
See NOTE 5 to the "Notes to Consolidated Financial Statements" for additional
disclosures regarding assets held for sale.

Goodwill: Goodwill includes the cost in excess of the fair value of net
identifiable assets acquired in purchase transactions. Goodwill is not
amortized, but instead tested annually for impairment. See NOTE 8 to the "Notes
to Consolidated Financial Statements" for additional disclosures regarding
goodwill.

Other Intangible Assets: Other intangible assets include customer relationships,
non-competition agreements, employment contracts, trademarks, and a trademark
royalty agreement. Trademarks have been deemed to have an indefinite life and
are, therefore, not amortized. Other intangible assets are amortized on a
straight-line basis over 3 months to 36 years. See NOTE 8 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding
intangible assets.

Impairment of Long-Lived Assets Including Goodwill: The Company reviews its
long-lived assets in accordance with SFAS No. 144 "Accounting for the Impairment
of Long-Lived Assets," for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. When the carrying value of the asset is in excess of the sum of the
undiscounted cash flows expected to result from the use of the asset and its
eventual disposition, this indicates that a long-lived asset may be impaired.
When an impairment is indicated, the estimated future cash flows are then
discounted, or another appropriate fair value methodology is utilized, to
determine the estimated fair value of the asset and an impairment charge, if
any, is recorded for the difference between the carrying value and the fair
value of the asset.

The determination of the fair value and any subsequent impairment of the
Company's remaining long-lived assets require management to make estimates and
assumptions that may affect its consolidated financial statements.

Carrying values of goodwill and intangible assets with indefinite lives
(trademarks) are reviewed at least annually, for possible impairment in
accordance with SFAS No. 142, "Accounting for Goodwill." The Company's
impairment review is based on a discounted cash flow approach that requires
judgment with respect to future volume, revenue and expense growth rates and the
selection of the appropriate discount rate. The Company uses estimates based on
expected trends in making these assumptions. An impairment charge would be
recorded for the difference between the carrying value and the net present value
of estimated cash flows, which represents the estimated fair value of the asset.
The Company uses its judgment in assessing whether assets may have become
impaired between annual valuations. Indicators such as unexpected adverse,
economic factors or competitive activities may signal that an asset has become
impaired. See NOTES 5 and 8 to the "Notes to Consolidated Financial Statements"
for additional disclosures.

Derivative Financial Instruments: The Company does not engage in speculative
derivatives. Derivative financial instruments are utilized to hedge commodity
price risk and foreign currency related risk and are not held for trading
purposes. See NOTE 9 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding the Company's hedging activities.

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 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. The accrual for promotional activities at June 25, 2005
and June 26, 2004 was $17.3 million and $11.7 million, respectively.

Income Taxes: Income taxes are provided on income for financial reporting
purposes. Deferred income taxes resulting from temporary differences between
financial reporting and tax reporting are appropriately classified in the
balance sheet. A valuation allowance is provided when it is more likely than not
that some portion of the deferred tax assets will not be realized. See NOTE 11
to the "Notes to Consolidated Financial Statements" for additional disclosures
regarding tax matters.

Casualty Insurance: The Company is primarily self-insured for workers
compensation and automobile liability. The Company accrues for the estimated
losses from both asserted and unasserted claims. The estimate of the liability
for unasserted claims arising from unreported incidents is based on an analysis
of historical claims data. The accrual for casualty insurance at June 25, 2005
and June 26, 2004 was $8.1 million and $7.2 million, respectively.


                                       32




<PAGE>

Pension and Postretirement Benefits other than Pensions: The Company and its
subsidiaries have several pension plans and participate in various union pension
plans. In addition, the Company sponsors benefit plans that provide
postretirement medical and life insurance benefits for certain current and
former employees of the Company. Charges to income with respect to plans
sponsored by the Company and its subsidiaries are based upon actuarially
determined costs. Pension liabilities are funded by periodic payments to the
various pension plan trusts. See NOTE 12 to the "Notes to Consolidated Financial
Statements" for additional disclosures regarding pension and postretirement
benefits.

Additional Paid-In Capital: The change in additional paid-in capital results
from Holdings LLC and Holdings Inc. investment in the Company. In fiscal 2005,
Holdings LLC issued approximately $71 thousand and redeemed approximately $10
thousand in common units. In fiscal 2004, Holdings LLC issued approximately $1.2
million and redeemed approximately $0.1 million in common units. In addition,
Holdings LLC earns minor amounts of interest income.

Revenue Recognition: The Company recognizes revenue on shipments on the date the
merchandise is received by the customer and title transfers. Product sales are
reported net of applicable cash discounts, sales allowances and promotions.

Shipping and Handling Expense: Shipping and handling expenses are included as a
component of cost of sales.

Advertising: Production costs of commercials and programming are charged to
earnings in the year first aired. The costs of other advertising and marketing
programs are expensed when incurred. Advertising expense incurred in fiscal year
2005, 2004, and 2003, amounted to approximately $23.9 million, $17.5 million,
and $29.0 million, respectively.

Research and Development: Research and development costs are expensed as
incurred. The amount expensed on company-sponsored and customer-sponsored
activities relating to the development of new products or the improvement of
existing products was $4.3 million in both fiscal 2005 and 2004, and $3.0
million in fiscal 2003.

Income from Great Lakes Kraut Company, LLC: Represents equity earnings from the
investment in Great Lakes Kraut Company, LLC, a former joint venture formed
between Birds Eye Foods and Flanagan Brothers, Inc. that terminated on March 2,
2003.

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.

Comprehensive Income: Under SFAS No. 130, "Reporting Comprehensive Income," the
Company is required to display comprehensive income and its components as part
of the financial statements. Comprehensive income is comprised of net earnings
and other comprehensive income/(loss), which includes certain changes in equity
that are excluded from net income. The Company includes adjustments for minimum
pension liabilities and unrealized gains and losses on hedging transactions in
other comprehensive income. The income taxes related to the Company's minimum
pension liabilities and unrealized gains and losses on hedging transactions in
fiscal year 2005, 2004, and 2003, amounted to approximately $1.7 million, $0.4
million, and $6.3 million, respectively, in other comprehensive income.

Disclosures About Fair Value of Financial Instruments: The following methods and
assumptions were used by the Company in estimating its fair value disclosures
for financial instruments:

     Cash and Cash Equivalents and Accounts Receivable: The carrying amount
     approximates fair value because of the short maturity of these instruments.

     Long-Term Investments: The carrying value of the investment in CoBank was
     $1.1 million at June 25, 2005. As there is no market price for this
     investment, a reasonable estimate of fair value is not possible.

     Long-Term Debt: The fair value of the long-term debt is estimated based on
     the quoted market prices for the same or similar issues or on the current
     rates offered for debt of the same remaining maturities. See NOTE 10 to the
     "Notes to Consolidated Financial Statements" for additional disclosures
     regarding long-term debt.

NOTE 2. THE TRANSACTION

On June 20, 2002, Pro-Fac Cooperative, Inc., a New York agricultural
cooperative, 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, entered into the Unit Purchase Agreement. The
transactions contemplated in and consummated pursuant to the Unit Purchase
Agreement, are referred to herein collectively as the "Transaction." On August
19, 2002, pursuant to the Unit Purchase Agreement:

(i) Pro-Fac contributed to the capital of Birds Eye Holdings LLC, a Delaware
limited liability company ("Holdings LLC"), all of the shares of Birds Eye Foods
common stock owned by Pro-Fac, constituting 100 percent of the issued and
outstanding shares of Birds


                                       33




<PAGE>

Eye Foods capital stock, in consideration for Class B common units of Holdings
LLC, representing a 40.72 percent common equity ownership at August 19, 2002;
and

(ii) Vestar/Agrilink Holdings and certain co-investors (collectively, "Vestar")
contributed cash in the aggregate amount of $175.0 million to the capital of
Holdings LLC, in consideration for preferred units, Class A common units, and
warrants which were immediately exercised to acquire additional Class A common
units. After exercising the warrants, Vestar owned 56.24 percent of the common
equity of Holdings LLC. The co-investors are either under common control with,
or have delivered an unconditional voting proxy to, Vestar. The Class A common
units entitle the owner thereof -- Vestar -- to two votes for each Class A
common unit held. All other Holdings LLC common units, which are held by
management and members of the Board, entitle the holder(s) thereof to one vote
for each common unit held. Accordingly, Vestar has a voting majority of all
common units.

(iii) Immediately following Pro-Fac's contribution of its Birds Eye Foods common
stock to Holdings LLC, Holdings LLC contributed those shares valued at $32.1
million to Birds Eye Holdings Inc., ("Holdings Inc."), a Delaware corporation
and a direct, wholly-owned subsidiary of Holdings LLC, and Birds Eye Foods
became an indirect, wholly-owned subsidiary of Holdings LLC.

(iv) As part of the Transaction, executive officers of Birds Eye Foods, and
certain other members of Birds Eye Foods management, entered into subscription
agreements with Holdings LLC to acquire, with a combination of cash and
promissory notes issued to Holdings LLC, an aggregate of approximately $1.3
million of Class C common units and Class D common units of Holdings LLC,
representing approximately 3.04 percent of the common equity ownership at the
Closing Date. Additional units have been issued subsequent to the Closing Date.
As of June 25, 2005, an additional $0.3 million of Class C common units and
Class D common units, representing less than 1 percent of the common equity
ownership, remained unissued. The management investors, together with Vestar and
Pro-Fac are parties to a Securityholders Agreement and a Limited Liability
Company Agreement, which are described in Part III, Item 13 of this Report under
the heading "Certain Relationships and Related Transactions - Certain Agreements
Relating to the Transaction."

Prior to the Transaction, certain amounts owed by Pro-Fac to Birds Eye Foods
were forgiven. The amounts forgiven were approximately $36.5 million and
represented both borrowings for the working capital needs of Pro-Fac and a $9.4
million demand receivable.

The Transaction was accounted for under the purchase method of accounting in
accordance with SFAS No. 141, "Business Combinations." Under purchase
accounting, tangible and identifiable intangible assets acquired and liabilities
assumed are recorded at their respective fair values. The final allocation of
purchase was determined during the year ended June 28, 2003 and was based on
valuations and other studies which provide the basis for such an allocation.

Holdings Inc. has "pushed down" its purchase accounting to Birds Eye Foods. In
accordance with generally accepted accounting principles, the excess investment
made by Holdings Inc. over the fair value of the identifiable assets and
liabilities of the Company as of the Closing Date was approximately $46.5
million. See NOTE 8 to the "Notes to Consolidated Financial Statements" for
further discussion of goodwill and intangible assets. The allocation of the
investment was as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                  Amount
                                ---------
<S>                             <C>
Working capital(1)              $ 278,532
Fixed assets                      218,610
Intangibles:
   Trade names                    154,700
   Customer relationships           8,000
   Backlog                            527
   Other intangibles               11,161
Goodwill                           46,500
Other non-current assets           68,224
Long-term debt                   (498,414)
Other non-current liabilities     (86,150)
                                ---------
      Total investment          $ 201,690
                                =========
</TABLE>

(1)  Includes $169 million of cash invested by Holdings LLC in Holdings Inc.,
     and pushed down to Birds Eye Foods.

As of August 19, 2002, management formulated a plan to exit certain portions of
its business. In connection with the Transaction, management determined that
approximately 171 employees would be terminated and announced the benefit
arrangements to those employees. These activities surrounded the Company's
decision to exit the popcorn and applesauce businesses and to relocate its
marketing function to Rochester, New York. As a result, approximately $2.0
million in severance costs and other related exit costs


                                       34




<PAGE>

were accrued for in purchase accounting in accordance with Emerging Issues Task
Force ("EITF") 95-3, "Recognition of Liabilities in Connection with a Purchase
Business Combination." As of June 25, 2005, $1.8 million of this reserve has
been liquidated and $0.2 million was adjusted as a reduction in severance to
reflect a change in estimate.

In February 2003, also in connection with the Transaction, the Company announced
that it would be closing and downsizing several vegetable processing facilities
and consolidating production over 4 to 15 months to create more efficient
facilities. The announcement was in furtherance of the final formulation of the
exit plan. The facilities impacted included those in Barker, New York;
Bridgeville, Delaware; Green Bay, Wisconsin; Oxnard, California; Uvalde, Texas,
the fresh production operation at Montezuma, Georgia; Lawton, Michigan; and Fond
du Lac, Wisconsin. See NOTE 5 to the "Notes to Consolidated Financial
Statements" for further disclosure relating to sales of these facilities and
businesses. In connection with these closings, 309 full-time production
employees were notified of their termination and benefit arrangements.
Additional costs to complete the exit plan included facility closure costs,
lease penalties, and contractual cancellation and termination fees. The
following table reflects the amount recorded as a liability for the exit plan to
close these facilities as well as amounts liquidated as of June 25, 2005.
Adjustments to this liability reflect changes in estimates and the result of
further negotiations completed by management:

(Dollars in Millions)

<TABLE>
<CAPTION>
                            Contractual      Severance
                           Penalties and        and
                            Other Costs    Related Costs
                           -------------   -------------
<S>                            <C>             <C>
Initial liability              $ 6.2           $ 2.3
Payments                        (5.4)           (1.8)
Adjustments                     (0.8)           (0.5)
                               -----           -----
Balance at June 25, 2005       $ 0.0           $ 0.0
                               =====           =====
</TABLE>

Pro forma information in relation to the August 19, 2002 Transaction is included
within the pro forma information presented for the Acquisition of California &
Washington Company. See further disclosure at NOTE 4 to the "Notes to
Consolidated Financial Statements."

NOTE 3. RELATED PARTY TRANSACTIONS

In connection with the August 19, 2002 Transaction, Birds Eye Foods 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 $18.3 million as of June 25, 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")
for 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 for 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 fiscal years ended June 25, 2005, June 26, 2004 and June
28, 2003 were $46.7 million, $48.8 million and $56.8 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


                                       35




<PAGE>

practices. In addition, until August 19, 2007, Birds Eye Foods will provide
Pro-Fac with services, if requested, 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. After August 19, 2005 the aggregate shortfall
payment amounts for all crops covered under the agreement cannot exceed $10.0
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."). Prior to August 19, 2005, in the event Birds
Eye Foods terminated the Amended and Restated Marketing and Facilitation
Agreement as a result of a change in control transaction, Birds Eye Foods was
required to 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 sold one or more portions of its business, and if the
purchaser did not continue to purchase the crops previously purchased by Birds
Eye Foods with respect to the transferred business, then such failure would have
been 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 terminate the Amended and Restated Marketing Agreement as a result of a
change in control without the payment of any termination fee. Also, 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
the sold business are disregarded for purposes of determining shortfall
payments. As of August 19, 2005, Birds Eye Foods did not trigger any of the
events that would require a termination fee or shortfall payment.

(iii) Transitional Services Agreement. Pro-Fac and Birds Eye Foods entered into
a transitional services agreement (the "Transitional Services Agreement") dated
as of the Closing Date, pursuant to which Birds Eye Foods agreed to provide
Pro-Fac certain administrative and other services for a period of 24 months from
the Closing Date. Birds Eye Foods generally provided such services at no charge
to Pro-Fac, other than reimbursement of the incremental and out-of-pocket costs
associated with performing those services for Pro-Fac. The value of the services
provided to Pro-Fac has been estimated at approximately $1.1 million. This
obligation was reduced on a straight-line basis over the term of the agreement
and as services were provided. The amount of the obligation outstanding under
the Transitional Services Agreement was $0 as of June 25, 2005 and $0.1 million
as of June 26, 2004. Also pursuant to the Transitional Services Agreement, the
general manager of Pro-Fac was also an employee of Birds Eye Foods from August
19, 2002 through August 19, 2004; during such time, he reported to the chief
executive officer of Birds Eye Foods with respect to his duties for Birds Eye
Foods, and to the Pro-Fac board of directors with respect to duties performed by
him for Pro-Fac. All other individuals performing services under the
Transitional Services Agreement were employees of Birds Eye Foods and reported
to the chief executive officer or other representatives of Birds Eye Foods. The
Transitional Services Agreement terminated on August 19, 2004.

(iv) 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 down 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 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. The amount of the
obligation outstanding under this Credit Agreement was $0 and $1.1 million as of
June 25, 2005 and June 26, 2004, respectively.

(v) Management Agreement. Birds Eye Foods, Holdings, Inc. and Vestar Capital
Partners entered into a management agreement dated as of August 19, 2002 (the
"Management Agreement") pursuant to which Vestar Capital Partners, an investment
firm and affiliate of Vestar Capital Partners IV, L.P., a Delaware limited
partnership and the sole member of Vestar/Agrilink Holdings ("Vestar Capital
Partners"), will provide advisory and consulting services to Holdings, Inc. and
Birds Eye Foods. In consideration for such services, Holdings, Inc. and Birds
Eye Foods will, jointly and severally, pay Vestar Capital Partners an annual
management fee equal to the greater of $1.0 million or 0.7 percent of Birds Eye
Foods' earnings, before interest, tax, depreciation and amortization. The
management fee paid by Birds Eye Foods to Vestar Capital Partners was $1.0
million in fiscal 2005 and 2004, and $0.9 million for the period August 19, 2002
to June 28, 2003.


                                       36




<PAGE>

The Management Agreement does not include investment banking or other financial
advisory services in connection with acquisitions, divestitures, refinancings,
or restructurings. In fiscal 2005, Birds Eye Foods paid $0.5 million to Vestar
Capital Partners for services rendered by Vestar in relation to Birds Eye Foods,
Inc.'s acquisition of California and Washington Company. In addition, on the
closing of the August 19, 2002 Transaction, Birds Eye Foods and Holdings LLC,
jointly paid to Vestar Capital Partners a transaction fee equal to $8.0 million
plus all of the out-of-pocket expenses incurred by Vestar Capital Partners in
connection with the August 19, 2002 Transaction.

NOTE 4. ACQUISITIONS

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

C&W is the premier marketer of 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.

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

In accordance with generally accepted accounting principles, the excess of cost
of C&W over the fair value of the identifiable assets and liabilities of the C&W
as of the final allocation of purchase price was approximately $9.8 million. See
NOTE 8 to the "Notes to Consolidated Financial Statements" for further
discussion of goodwill and intangible assets. The allocation was as follows:

(Dollars in Thousands)

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

The results of operations of C&W subsequent to the Acquisition are included in
the Company's Consolidated Statements of Operations for the year ended June 25,
2005. The following unaudited pro forma financial information presents a summary
of consolidated results of operations of the Company as if the Acquisition and
August 19, 2002 Transaction had occurred at the beginning of the periods
presented:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                           Fiscal Year Ended
                                    ------------------------------
                                    June 25,   June 26,    June 28
                                      2005       2004      2003(1)
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Net sales                           $865,227   $882,368   $897,115
Income from continuing operations     19,964     29,960     24,100
Net income                            18,412     34,282     23,106
</TABLE>

     (1) Includes pro forma information for the August 19, 2002 Transaction for
the period June 30, 2002 through August 18, 2002. See NOTE 2 to the "Notes to
Consolidated Financial Statements" for further discussion of the August 19, 2002
Transaction.


                                       37




<PAGE>

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 August 19, 2002
Transaction and Acquisition occurred at the beginning of the 2003 fiscal year,
or of the future operations of the Company.

In June 2005, Birds Eye Foods acquired Edwards Distributing, Inc., a distributor
of snack food products for $0.4 million. This acquisition was accounted for
under the purchase method of accounting in accordance with SFAS No. 141,
"Business Combinations."

NOTE 5. DISCONTINUED OPERATIONS AND HELD FOR SALE ASSETS AND LIABILITIES

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

On May 1, 2004, the Company sold its Freshlike canned vegetable business to
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 Freshlike canned vegetable
business was previously reported in the branded dry segment.

In fiscal 2003, the Company sold its popcorn, applesauce, and Veg-All operations
previously reported in the branded dry and non-branded segments. No gains or
losses were recognized as a result of these dispositions.

The businesses described above are presented as discontinued operations and
their operations are, therefore, excluded from continuing operations in
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." The Consolidated Statements of Operations, Accumulated
Earnings/(Deficit), and Comprehensive Income for all prior periods have been
reclassified to reflect the discontinuance of these operations.

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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                               Fiscal Years Ended               Periods Ended
                                             ---------------------   -----------------------------------
                                             Successor   Successor       Successor         Predecessor
                                              June 25,    June 26,   August 19, 2002 -   June 30, 2002 -
                                                2005        2004       June 28, 2003     August 18, 2002
                                             ---------   ---------   -----------------   ---------------
<S>                                           <C>         <C>             <C>                <C>
Net sales                                     $     0     $11,694         $45,833            $5,651
                                              =======     =======         =======            ======
Income before income taxes                    $     0     $   809         $   239            $ (268)
(Asset impairment charge)/gain on disposal     (2,508)      6,263               0                 0
Income tax benefit/(provision)                    956      (2,750)         (1,075)              110
                                              -------     -------         -------            ------
Discontinued operations, net of tax           $(1,552)    $ 4,322         $  (836)           $ (158)
                                              =======     =======         =======            ======
</TABLE>

Held for Sale Assets and Liabilities: Having met the criteria outlined in SFAS
No. 144, certain land in Sodus, Michigan is classified as an asset held for sale
on the Company's Consolidated Balance Sheet as of June 25, 2005.

As of June 25, 2005, the Company had committed to a plan to sell its BEMSA
subsidiary and all of the operating assets located at the Celaya, Mexico plant.
As outlined above, this transaction was completed on August 23, 2005. In
connection with this plan, the Company designated BEMSA and all of the equipment
located at the Celaya, Mexico plant as held-for-sale assets and adjusted the
carrying value to fair value less the estimated costs to sell, which resulted in
an impairment charge of approximately $1.6 million (after-tax). This amount is
included as a component of discontinued operations in the fiscal 2005
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income. Approximately $0.2 million of the impairment charge will
result in future cash expenditures. In addition, the assumed liabilities were
classified as liabilities held for sale as of June 25, 2005.


                                       38




<PAGE>

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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                            Successor   Successor
                                             June 25,    June 26,
                                               2005        2004
                                            ---------   ---------
<S>                                          <C>          <C>
Assets held for sale:
Accounts receivable trade                    $   379      $    0
Accounts receivable, other                         4           0
Inventories                                      369           0
Prepaid expenses and other current assets        670           0
Property, plant and equipment, net             4,034       6,848
Other assets                                      41           0
                                             -------      ------
   Total assets held for sale                $ 5,497      $6,848
                                             =======      ======
Held for sale liabilities:
Accounts payable                             $  (744)     $    0
Income taxes payable                            (308)          0
Accrued employee compensation                   (716)          0
Other accrued liabilities                       (246)          0
                                             -------      ------
   Total held for sale liabilities           $(2,014)     $    0
                                             =======      ======
</TABLE>

During fiscal 2005, the Company sold the following facilities which had
previously been recorded as held for sale as a result of downsizing efforts:
(a) on June 9, 2005, the Company sold its facility located in Cincinnati, Ohio
for $0.4 million and recognized a gain on disposal of $0.1 million; (b) on April
29, 2005, the Company sold its facility located in Enumclaw, Washington for $1.2
million and recognized a loss on disposal of $25,000; (c) on January 25, 2005,
the Company sold its facility located in Barker, New York for $0.4 million and
recognized a gain on disposal of $0.2 million; and (d) on August 27, 2004, the
Company sold its facility located in Alton, New York for $0.1 million and
recognized a gain on disposal of $16,000.

During fiscal 2004, the Company sold facilities, equipment and vacant land which
had previously been recorded as held for sale as a result of consolidation
efforts. The cash proceeds from these sales was $8.2 million. No gain or loss
was recognized as a result of these dispositions as the decision to dispose was
committed to in conjunction with the August 19, 2002 Transaction.

In accordance with SFAS No. 144, and during the quarter ended September 25,
2004, the Company reclassified the closed Green Bay, Wisconsin manufacturing
facility, totaling $4.0 million, 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 Sodus, Michigan facility, totaling $0.8
million, to assets held and used, as disposition of this location within one
year was no longer likely under SFAS No. 144.

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

NOTE 6. INVENTORIES

The major classes of inventories, net of inventory obsolescence reserves of $6.4
million and $4.1 million, as of June 25, 2005 and June 26, 2004, respectively,
are as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                             Successor   Successor
                              June 25,    June 26,
                                2005        2004
                             ---------   ---------
<S>                           <C>         <C>
Finished goods                $175,432    $159,195
Raw materials and supplies      20,855      21,888
                              --------    --------
   Total inventories          $196,287    $181,083
                              ========    ========
</TABLE>


                                       39




<PAGE>

NOTE 7. PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS

The following is a summary of property, plant and equipment and related
obligations at June 25, 2005 and June 26, 2004:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                             Successor                       Successor
                                              June 25,                       June 26,
                                                2005                           2004
                                   -----------------------------   ----------------------------
                                     Owned     Leased                Owned    Leased
                                    Assets     Assets     Total     Assets    Assets     Total
                                   --------   -------   --------   --------   ------   --------
<S>                                <C>        <C>       <C>        <C>        <C>      <C>
Land                               $ 12,917   $     0   $ 12,917   $ 12,240   $    0   $ 12,240
Land improvements                     4,389         0      4,389      3,693        0      3,693
Buildings                            62,216         0     62,216     60,763      395     61,158
Machinery and equipment             157,954     4,749    162,703    148,534    4,632    153,166
Construction in progress              6,238         0      6,238      9,472        0      9,472
                                   --------   -------   --------   --------   ------   --------
                                    243,714     4,749    248,463    234,702    5,027    239,729
Less accumulated depreciation
   and amortization                 (55,468)   (1,358)   (56,826)   (40,937)    (947)   (41,884)
                                   --------   -------   --------   --------   ------   --------
Net                                $188,246   $ 3,391   $191,637   $193,765   $4,080   $197,845
                                   ========   =======   ========   ========   ======   ========
Obligations under capital leases              $ 3,238                         $3,879
Less current portion                             (865)                          (851)
                                              -------                         ------
Long-term portion                             $ 2,373                         $3,028
                                              =======                         ======
</TABLE>

Interest capitalized in conjunction with construction amounted to approximately
$0.2 million, $0.5 million, and $0.3 million, in fiscal 2005, 2004, and 2003,
respectively.

The following is a schedule of future minimum lease payments primarily for
warehouse, production and office facilities and equipment, together with the
present value of the minimum lease payments related to capitalized leases, both
as of June 25, 2005.

(Dollars in Thousands)

<TABLE>
<CAPTION>
        Fiscal Year Ending Last           Capital   Operating   Total Future
            Saturday In June               Leases     Leases     Commitment
---------------------------------------   -------   ---------   ------------
<S>                                        <C>       <C>           <C>
                2006                       $  990    $10,902       $11,892
                2007                          896      9,245        10,141
                2008                          790      8,262         9,052
                2009                          758      5,925         6,683
                2010                           66      5,145         5,211
             Later years                        0      9,057         9,057
                                           ------    -------       -------
Net minimum lease payments                  3,500    $48,536       $52,036
                                                     =======       =======
Less amount representing interest            (262)
                                           ------
Present value of minimum lease payments    $3,238
                                           ======
</TABLE>

Total rent expense related to operating leases (including lease arrangements of
less than one year which are not included in the previous table) amounted to
$10.3 million, $9.6 million and $11.8 million for fiscal years 2005, 2004, and
2003, respectively.

NOTE 8. 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.

During the quarter ended June 25, 2005 and the quarter ended June 26, 2004, the
Company performed an annual impairment test as required by SFAS No. 142. The
fair value of the Company's reporting units was determined and was compared to
their carrying value, indicating that no impairment exists.


                                       40




<PAGE>

A summary of changes in the Company's goodwill during fiscal 2005 by business
segment is outlined as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                 Successor                                      Acquisition of      Successor
                  June 26,                    Acquisition          Edwards           June 25,
                    2004     Adjustments(1)    of C&W(2)    Distributing, Inc.(3)      2005
                 ---------   --------------   -----------   ---------------------   ---------
<S>               <C>            <C>             <C>                 <C>             <C>
Branded frozen    $26,736        $(232)          $9,750              $ 0             $36,254
Branded dry         8,850          (19)               0               16               8,847
                  -------        -----           ------              ---             -------
Total             $35,586        $(251)          $9,750              $16             $45,101
                  =======        =====           ======              ===             =======
</TABLE>

(1) Represents adjustments related to a reduction in contractual penalties and
severance to reflect changes in estimates.

(2) Represents the amount of goodwill as a result of the allocation of purchase
price from the acquisition of C&W. See NOTE 4 to the "Notes to Consolidated
Financial Statements" for additional disclosures regarding the C&W acquisition.

(3) Represents the amount of goodwill as a result of the allocation of purchase
price from the acquisition of Edwards Distributing, Inc.

A summary of changes in the Company's goodwill during fiscal 2004 by business
segment is outlined as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                 Successor                     Disposition    Successor
                  June 28,                     of Freshlike    June 26,
                    2003     Adjustments(1)     Canned(2)        2004
                 ---------   --------------   -------------   ---------
<S>               <C>           <C>               <C>          <C>
Branded frozen    $27,760       $(1,024)          $   0        $26,736
Branded dry         9,290          (139)           (301)         8,850
                  -------       -------           -----        -------
Total             $37,050       $(1,163)          $(301)       $35,586
                  =======       =======           =====        =======
</TABLE>

(1) Represents adjustments related to a reduction in contractual penalties and
severance and related costs to reflect changes in estimates.

(2) Represents the amount of goodwill removed as a result of the disposition of
the Freshlike canned vegetable business. See NOTE 5 to the "Notes to
Consolidated Financial Statements" regarding the disposition of the Freshlike
canned vegetable business.

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 a result of the acquisition of California & Washington Company, the following
intangible assets and useful lives were recorded in fiscal 2005:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                    Useful Life
                           Amount     (Years)
                          -------   -----------
<S>                       <C>           <C>
Customer relationships    $27,800         36
Order backlog                 470       0.25
Employment agreements       1,600          5
Covenant not to compete       200          5
                          -------
Total                     $30,070
                          =======
</TABLE>

Trademarks, which are not amortized, were increased by $31.0 million as a result
of the acquisition of California & Washington Company.


                                       41




<PAGE>

As a result of the acquisition of Edwards Distributing, Inc. the following
intangible assets and useful lives were recorded in fiscal 2005:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                   Useful Life
                          Amount     (Years)
                          ------   -----------
<S>                        <C>          <C>
Customer relationships     $300         25
Covenant not to compete     100          5
                           ----
Total                      $400
                           ====
</TABLE>

These amounts assigned to the intangible assets of Edwards Distributing, Inc.
were recorded at fair value based on a valuation and are being amortized over
their estimated useful lives.

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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        Successor                 Successor
                                         June 25,                  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      $    851     $  (430)     $    588     $  (298)
   Order backlog                      470        (470)            0           0
   Customer relationships          36,100      (3,135)        8,000      (1,667)
   Other                           12,006      (2,396)       10,406      (1,406)
                                 --------     -------      --------     -------
      Total                      $ 49,427     $(6,431)     $ 18,994     $(3,371)
                                 --------     -------      --------     -------
Unamortized intangible assets:
   Trademarks                     179,500                   148,500
                                 --------                  --------
      Total                      $228,927                  $167,494
                                 ========                  ========
</TABLE>

The aggregate amortization expense associated with intangible assets was
approximately $3.1 million for fiscal 2005, $1.8 million for fiscal 2004, $2.3
million for the successor period August 19, 2002 through June 28, 2003, and $0.1
million for the predecessor period June 30, 2002 through August 18, 2002. The
aggregate amortization expense for each of the five succeeding fiscal years is
estimated as follows:


(Dollars in Thousands)

Fiscal Year Ending Last Saturday in June

<TABLE>
<S>    <C>
2006   $2,942
2007   $2,815
2008   $2,803
2009   $2,803
2010   $2,533
</TABLE>

NOTE 9. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
requires the recognition of all derivative financial instruments as either
assets or liabilities in the balance sheet and measurement of those instruments
at fair value. Changes in the fair values of those derivatives will be reported
in earnings or other comprehensive income depending on the use of the derivative
and whether it qualifies for hedge accounting. The accounting for gains and
losses associated with changes in the fair value of a derivative and the effect
on the consolidated financial statements will depend on its hedge designation
and whether the hedge is highly effective in achieving offsetting changes in the
fair value or cash flow of the asset or liability hedged. Under the provisions
of SFAS No. 133, the method that will be used for assessing the effectiveness of
a hedging derivative, as well as the measurement approach for determining the
ineffective aspects of the hedge, must be established at the inception of the
hedge.


                                       42




<PAGE>

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.

Foreign Currency: The Company managed its foreign currency related risk
primarily through the use of foreign currency forward contracts. The contracts
held by the Company are denominated in Mexican pesos.

The Company has entered into foreign currency forward contracts that are
designated as cash flow hedges of exchange rate risk related to forecasted
foreign currency-denominated intercompany sales. At June 25, 2005, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2005 to June 2006 for 147 million pesos. The forward contracts hedged
approximately 100 percent of the Company's planned intercompany sales.

At June 25, 2005, the fair value of the open contracts was an asset and the
value of the after-tax gain of approximately $0.4 million was recorded in
accumulated other comprehensive income in shareholder's equity. Amounts deferred
to accumulated other comprehensive income are reclassified into cost of goods
sold as the related product is sold. In fiscal 2005, a net loss of approximately
$0.1 million related to all foreign currency contracts had been reclassified
from other comprehensive income to cost of goods sold.

On August 23, 2005 the foreign currency forward contracts were transferred to
the buyer in conjunction with the sale of the Company's wholly owned subsidiary,
Birds Eye de Mexico, S.A. de C.V. See NOTE 5 to the "Notes to Consolidated
Financial Statements" for additional disclosure regarding this transaction.

Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
June 7, 2005, which matures June 30, 2006. The swap agreement is designated as a
cash flow hedge of the Company's forecasted corrugated purchases. At June 25,
2005, the Company had open swaps hedging approximately 40 percent of its planned
corrugated requirements. The fair value of the agreements is an after-tax loss
of approximately $18,000 recorded in accumulated other comprehensive income in
shareholder's equity.

The Company is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
the Company entered into a swap agreement on February 11, 2005 designated as a
cash flow hedge of its forecasted polyethylene purchases. The termination date
for the agreement is June 30, 2006. The swap hedges approximately 80 percent of
the Company's planned polyethylene requirements. The fair value of the agreement
is an after-tax loss of approximately $0.2 million recorded in accumulated other
comprehensive income in shareholder's equity.

NOTE 10. DEBT

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

(Dollars in Thousands)

<TABLE>
<CAPTION>
                            Successor   Successor
                             June 25,    June 26,
                               2005        2004
                            ---------   ---------
<S>                          <C>         <C>
Term Loan Facility           $250,159    $252,859
Senior Subordinated Notes      51,089      51,433
                             --------    --------
Total debt                    301,248     304,292
Less current portion           (2,700)     (2,700)
                             --------    --------
Total long-term debt         $298,548    $301,592
                             ========    ========
</TABLE>

Bank Debt: In connection with the August 19, 2002 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 no borrowings on the Revolving Credit Facility as of June 25, 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 (the "Senior Credit Agreement"), and
is adjusted quarterly based on the calculation of the Consolidated Leverage
Ratio. As of June 25, 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


                                       43




<PAGE>

under the Revolving Credit Facility, and (ii) 1.75 percent for loans under the
Term Loan Facility or in the case of LIBOR loans at LIBOR plus (i) 2.00 percent
for loans under the Revolving Credit Facility and (ii) 2.75 percent for loans
under the Term Loan Facility. As of June 25, 2005, the interest rate under the
Term Loan Facility was approximately 5.85 percent. 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.

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
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," as defined in the Senior Credit Agreement, be
utilized to prepay the Term Loan Facility at an applicable percentage that
corresponds to the Company's Consolidated Leverage Ratio. The excess cash flow
payment is based in part on the Company's operating income during the year less
capital expenditures and cash interest. As of June 25, 2005 and June 26, 2004,
there was no excess cash flow to be paid under the Term Loan facility. The
amount of "excess cash flow" for the year ended June 28, 2003 was $13.1 million
and was paid on September 26, 2003.

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 total
debt to earnings before interest, taxes, depreciation, and amortization
("EBITDA") ratio ("Consolidated Leverage Ratio"), and a minimum EBITDA to
interest expense ratio ("Interest Coverage 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 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 14 to the "Notes to Consolidated
Financial Statements" for additional disclosures regarding guarantees and
indemnifications.

Effective May 27, 2005, the Company negotiated an amendment to its Senior Credit
Facility, which among other things, eliminates the Consolidated Senior Leverage
Ratio financial covenant, defined as maximum average senior debt to EBITDA, and
tightens the Consolidated Leverage Ratio for the periods ending March 31, 2005,
June 30, 2005, September 30, 2005 and December 31, 2005 by 25 basis points. In
addition, the amendment permits the use of revolving loans under the Revolving
Credit Agreement to finance acquisitions if, after giving effect to the
acquisition(s), the pro forma Consolidated Senior Leverage Ratio is less than or
equal to 3.5 to 1.0.

During fiscal 2004, the Company negotiated an amendment to its Senior Credit
Facility. The amendment provided the Company with the ability to repay $150.0
million of its Senior Subordinated Notes which occurred in November 2003. See
"Senior Subordinated Notes -- 11 7/8 Percent (due 2008)" below. In addition,
provided the satisfaction of certain conditions, the amendment permits repayment
of the balance of the Senior Subordinated Notes prior to maturity.

Senior Subordinated Notes -- 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008.

As of June 25, 2005 and June 26, 2004, Birds Eye Foods had outstanding $50.0
million of its $200.00 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 $1.1 million at June 25,
2005 is being amortized against interest expense over the remaining life of the
outstanding 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 Company's
obligations under the Notes are guaranteed by Kennedy Endeavors, Incorporated
and Linden Oaks Corporation (wholly-owned subsidiaries of the Company) and by
Pro-Fac. See NOTE 14 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding guarantees and indemnifications.

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. Additionally, in order to facilitate the
August 19,


                                       44




<PAGE>

2002 Transaction, Birds Eye Foods sought and obtained the consent of the holders
of the Notes to amend or waive certain provisions in the indenture governing the
Notes. The Company is in compliance with all covenants, restrictions, and
requirements under the Notes.

Revolving Credit Facility: Borrowings under the short-term Revolving Credit
Facility were as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                     Fiscal Years Ended    Period Ended
                                                   ---------------------   ------------
                                                   Successor   Successor     Successor
                                                    June 25,    June 26,      June 28,
                                                      2005        2004          2003
                                                   ---------   ---------     ---------
<S>                                                 <C>         <C>           <C>
Balance at fiscal year end                          $     0     $     0       $     0
Rate at fiscal year end                                0.0%        0.0%          0.0%
Maximum outstanding during the period               $82,100     $67,700       $29,100
Average amount outstanding during the period        $30,523     $10,800       $ 6,300
Weighted average interest rate during the period       4.2%        3.1%          4.7%
</TABLE>

There were $24.0 million and $23.8 million in letters of credit outstanding
under the Revolving Credit Facility as of June 25, 2005 and June 26, 2004,
respectively.

Fair Value: The estimated fair value of long-term debt outstanding, including
the current portion, was approximately $301.8 million and $305.9 million at June
25, 2005 and June 26, 2004, respectively. The fair value for long-term debt was
estimated using either quoted market prices for the same or similar issues or
the current rates offered to the Company for debt with similar maturities.

NOTE 11. TAXES ON INCOME

The tax (provision)/benefit on pretax income from continuing operations includes
the following:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                        Fiscal Years Ended               Periods Ended
                      ---------------------   -----------------------------------
                      Successor   Successor       Successor         Predecessor
                       June 25,    June 26,   August 19, 2002 -   June 30, 2002 -
                         2005        2004       June 28, 2003     August 18, 2002
                      ---------   ---------   -----------------   ---------------
<S>                   <C>         <C>             <C>                 <C>
Federal --
   Current            $   (370)   $  1,486        $  3,998            $(2,546)
   Deferred             (8,473)    (14,821)        (17,130)             2,253
                      --------    --------        --------            -------
                        (8,843)    (13,335)        (13,132)              (293)
                      --------    --------        --------            -------
State and foreign --
   Current                 (32)        165             445               (284)
   Deferred             (3,264)     (2,268)         (1,739)               408
                      --------    --------        --------            -------
                        (3,296)     (2,103)         (1,294)               124
                      --------    --------        --------            -------
                      $(12,139)   $(15,438)       $(14,426)           $  (169)
                      ========    ========        ========            =======
</TABLE>


                                       45




<PAGE>

A reconciliation of the Company's effective tax rate to the amount computed by
applying the federal income tax rate to pretax income from continuing operations
is as follows:

<TABLE>
<CAPTION>
                                        Fiscal Years Ended               Periods Ended
                                      ---------------------   -----------------------------------
                                      Successor   Successor       Successor         Predecessor
                                       June 25,    June 26,   August 19, 2002 -   June 30, 2002 -
                                         2005        2004       June 28, 2003     August 18, 2002
                                      ---------   ---------   -----------------   ---------------
<S>                                     <C>         <C>             <C>                <C>
Statutory federal rate                  35.0%       35.0%           35.0%              35.0%
State and foreign income taxes, net
   of federal income tax benefit         6.7%      (1.1)%          (1.3)%             (1.7)%
Meals and entertainment                  0.5%        0.3%            0.4%               3.3%
Adjustment of tax reserves             (2.7)%        0.2%          (0.4)%               0.0%
Change in valuation allowance            1.0%        6.0%            4.9%               0.0%
Other, net                             (2.9)%      (4.5)%            1.5%               4.4%
                                        ----        ----            ----               ----
   Effective Tax Rate                   37.6%       35.9%           40.1%              41.0%
                                        ====        ====            ====               ====
</TABLE>

In fiscal 2004, and in both the successor and predecessor periods in 2003, the
Company incurred a net state and foreign tax benefit that resulted from the
generation of state and foreign net operating losses and state tax credits. A
valuation allowance was established for these net operating losses and tax
credits as the Company cannot assure that realization of the tax benefits are
more likely than not to occur. In addition, in fiscal 2005, the Company
decreased its contingency tax reserve resulting from the favorable resolution
of uncertainties that existed in prior years. The contingency tax reserve at
June 25, 2005 is immaterial.

Deferred tax (liabilities)/assets consist of the following:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                          Successor   Successor
                                                           June 25,    June 26,
                                                             2005        2004
                                                          ---------   ---------
<S>                                                       <C>         <C>
Liabilities --
   Depreciation                                           $(32,175)   $(32,841)
   Goodwill and other intangible assets                    (31,464)    (27,983)
   Prepaid manufacturing expense                            (4,613)     (4,554)
                                                          --------    --------
      Total deferred tax liabilities                       (68,252)    (65,378)
                                                          --------    --------
Assets --
   Inventories                                               4,293       8,195
   Credits and operating loss carryforwards                 35,012      37,835
   Insurance accruals                                        3,811       3,798
   Pension/OPEB accruals                                    24,593      20,256
   Termination Agreement with Pro-Fac Cooperative, Inc.      6,969      10,106
   Other                                                     5,706       6,737
                                                          --------    --------
      Total deferred tax assets                             80,384      86,927
                                                          --------    --------
   Net deferred tax assets                                  12,132      21,549
   Valuation allowance                                     (19,209)    (18,873)
                                                          --------    --------
      Total                                               $ (7,077)   $  2,676
                                                          ========    ========
</TABLE>

The net deferred tax asset/(liability) is reflected on the Company's
accompanying Consolidated Balance Sheets as follows:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                     Successor   Successor
                                      June 25,    June 26,
                                        2005        2004
                                     ---------   ---------
<S>                                  <C>          <C>
Current deferred tax asset           $  5,276     $ 9,047
Non-current deferred tax liability    (12,353)     (6,371)
                                     --------     -------
   Total deferred taxes              $ (7,077)    $ 2,676
                                     ========     =======
</TABLE>

Realization of deferred tax assets is dependent upon the generation of future
taxable income or the existence of sufficient taxable income within the
carryforward period. A valuation allowance is provided when it is more likely
than not that some portion of the deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax liabilities, the level of historical taxable
income, and the projected future taxable income over the periods in which the
temporary differences comprising the deferred tax assets will be deductible.


                                       46




<PAGE>

As of June 25, 2005, the Company maintained a valuation allowance in the amount
of $19.2 million. The valuation allowance was established for foreign and state
net operating losses and state tax credits. As the Company cannot assure that
realization of the net operating losses and credits is more likely than not to
occur, a valuation allowance has been established.

As of June 25, 2005, the Company has a federal net operating loss carryforward
of $29.3 million and federal credits of $3.0 million. The federal net operating
loss carryforwards will expire on or before June 2025. The federal credit
consists primarily of minimum tax credits. This credit will never expire. The
Company utilized approximately $13.8 million of federal net operating loss
carryforwards in fiscal 2005 to offset current taxable income. In addition to
these federal carryforwards, the Company has varying state net operating loss
carryforwards depending on whether it files on a combined or separate company
basis by jurisdiction. The tax effect of these state net operating losses is
$11.3 million. The expiration dates of the state net operating losses vary.
Ultimately, all state net operating losses will expire on or before June 2025,
if not utilized by the Company. The Company has state credits totaling $8.5
million of which $2.1 million expire on or before June 2019. The remaining $6.4
million in state credits will never expire. The Company's June 25, 2005 foreign
net operating loss is $1.8 million. These foreign net operating losses expire on
or before June 2012.

In conjunction with the August 19, 2002 Transaction, and effective on that date,
the Company no longer files a consolidated return with Pro-Fac. However, the
Company does file a consolidated return with Birds Eye Holdings Inc. See NOTE 2
to the "Notes to Consolidated Financial Statements" for additional disclosures
regarding the August 19, 2002 Transaction.

NOTE 12. PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS

Pensions: The Company maintains the Master Hourly Pension Plan, which has
primarily noncontributory defined-benefit schedules covering substantially all
hourly employees.

In September 2001, the Company made the decision to freeze benefits provided
under its Master Salaried Retirement Plan. This plan was amended to freeze
benefit accruals effective September 28, 2001. Participants who, on that date,
were actively employed and who `had attained age 40, completed 5 years of
vesting service, and whose sum of age and vesting services was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 28, 2001 but in no event beyond September
28, 2006.

The Company maintains a non-tax qualified Supplemental Executive Retirement Plan
("SERP") which provides additional retirement benefits to two prior executives
of the Company who retired prior to November 4, 1994. In December 2000, the
Company adopted an additional SERP to provide additional retirement benefits to
its former Chairman of the Board, President and Chief Executive Officer. See
NOTE 15, "Other Matters and Subsequent Event," to the "Notes to Consolidated
Financial Statements" for additional disclosures.

The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's retirement plan under the career average base pay formula, but for
changes required under the 1986 Tax Reform Act and the compensation limitation
under Section 401(a)(17) of the Internal Revenue Code having been revised in the
1992 Omnibus Budget Reform Act. This plan was amended to freeze benefit accruals
effective September 28, 2001. Participants who, on that date, were actively
employed and who had attained age 40, completed 5 years of vesting service, and
whose sum of age and vesting services was 50 or more, were grandfathered.
Grandfathered participants are entitled to continue to earn benefit service in
accordance with the provisions of the plan with respect to periods of employment
after September 28, 2001 but in no event beyond September 28, 2006.

The Company maintains the Southland Frozen Foods Plan, in which a small number
of former union hourly employees have vested pension benefits.

The Company also participates in one union sponsored pension plan.
Contributions to these plans are paid when incurred and billed by the sponsoring
union or plan. It is not possible to determine the Company's relative share of
the accumulated benefit obligations or net assets for the plan. The Company
estimates its withdrawal liability for this plan to be approximately $0.4
million.

For purposes of this disclosure, all defined-benefit pension plans have been
combined. The benefits for these plans are based primarily on years of service
and employees' pay near retirement. The Company's funding policy is consistent
with the funding requirements of Federal law and regulations. Plan assets
consist principally of common stocks, corporate bonds and US government
obligations. Plan assets do not include any of the Company's own equity or debt
securities.

The measurement date used to determine pension benefit measurements for the
Company's pension plans is March 31 of a given calendar year.


                                       47




<PAGE>

The following table sets forth the weighted-average asset allocations of the
Company's pension plans by asset category at March 31, 2005 and March 31, 2004.

<TABLE>
<CAPTION>
                               March 31,   March 31,
                                  2005        2004
                               ---------   ---------
<S>                              <C>         <C>
Asset category:
   Cash and Cash Equivalents       3.0%       13.0%
   Fixed Income                   29.3        27.1
   Equity Securities              60.0        53.6
   Real Estate                     7.7         6.3
                                 -----       -----
     Total                       100.0%      100.0%
                                 =====       =====
</TABLE>

The Company uses multiple investment funds and managers for investment of the
assets of the plans. Oversight of the investment advisors is provided by an
outside investment consulting firm and an Investment Committee comprised of
Company's management. The investment performance and adherence to investment
policy is reviewed quarterly by the Investment Committee. The investment
objective for the plans is to maintain a well- diversified portfolio of assets
using multiple managers and diversified asset classes and styles to optimize the
long-term return on plan assets at a moderate level of risk.

The Company has established the following general target asset allocation mix
for its plan investments.

<TABLE>
<CAPTION>
               Target
               ------
<S>             <C>
Equities         60%
Fixed Income     35%
Real Estate       5%
                ---
   Total        100%
                ===
</TABLE>


                                       48




<PAGE>

The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's consolidated financial statements at June 25, 2005 and June 26,
2004:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                  Pension Benefits
                                                              -----------------------
                                                                 Fiscal Years Ended
                                                              -----------------------
                                                              Successor     Successor
                                                               June 25,      June 26,
                                                                2005           2004
                                                              ---------     ---------
<S>                                                            <C>          <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                   $135,605      $122,426
   Service cost                                                   4,453         4,976
   Interest cost                                                  7,923         7,849
   Plan participants' contributions                                  76            66
   Plan amendments                                                   87             0
   Actuarial loss                                                 2,153         9,855
   Benefits paid                                                 (9,075)       (9,567)
                                                               --------      --------
      Benefit obligation at end of period                       141,222       135,605
                                                               --------      --------

Change in plan assets:
   Fair value of plan assets at beginning of period              87,802        67,278
   Actual return on plan assets                                   3,421        15,257
   Employer contribution                                          1,930        14,768
   Plan participants' contributions                                  76            66
   Benefits paid                                                 (9,075)       (9,567)
                                                               --------      --------
      Fair value of plan assets at end of period                 84,154        87,802
                                                               --------      --------

   Plan funded status                                           (57,068)      (47,803)
   Unrecognized prior service cost                                   72            39
   Unrecognized net actuarial loss                               28,406        23,345
                                                               --------      --------
      Accrued benefit liability net of additional minimum
         pension liability                                     $(28,590)     $(24,419)
                                                               ========      ========

Amounts recognized in the balance sheet:
   Accrued benefit liability within other non-current
      liabilities                                              $(52,521)     $(43,683)
   Intangible asset                                                  72            39
   Accumulated other comprehensive loss - minimum pension
      liability (1)                                              23,859        19,225
                                                               --------      --------
      Net amount recognized                                    $(28,590)     $(24,419)
                                                               ========      ========

Amounts included in other comprehensive (loss)/income:
   Increase/(decrease) in intangible asset                     $     33      $     (6)
   Increase in additional minimum pension liability              (4,667)         (795)
                                                               --------      --------
      Total amounts included in other comprehensive
         (loss)/income                                         $ (4,634)     $   (801)
                                                               ========      ========

Weighted-average assumptions
   Assumptions used for projected benefit obligation:
      Discount rate                                           5.9 - 7.3%   6.0 - 7.3%
      Rate of compensation increase                           3.5 - 3.8%   3.5 - 3.8%

   Assumptions used to determine net periodic benefit cost:
      Discount rate                                           6.0 - 7.3%   6.6 - 7.3%
      Expected return on plan assets(2)                       8.0 - 8.5%   8.0 - 8.5%
      Rate of compensation increase                           3.5 - 3.8%   3.5 - 3.8%
</TABLE>

The accumulated benefit obligation for all defined benefit pension plans was
$136.7 million and $131.5 million at June 25, 2005 and June 26, 2004,
respectively.

(1) The fair value of the Company's pension plan assets was below the
accumulated benefit obligation at the plan's March measurement date in fiscal
2005 and fiscal 2004 by $23.9 million and $19.2 million, respectively. In
accordance with SFAS No. 87, "Employers' Accounting for Pensions," the net of
tax amount of $14.8 million and $11.7 million of accumulated other comprehensive
loss as of June 25, 2005 and June 26, 2004, respectively, was included in
shareholder's equity on the balance sheet.

(2) To develop the expected long-term rate of return on assets assumption, the
Company considered the current level of expected returns on risk-free
investments (primarily government bonds), the historical level of the risk
premium associated with the other asset classes in which the portfolio is
invested and the expectations for future returns of each asset class. The
expected return for each asset class was then weighted based on the target asset
allocation to develop the expected long-term rate of return on assets
assumption.


                                       49




<PAGE>

Net periodic benefit cost in fiscal years 2005, 2004, and 2003 is comprised of
the following:

<TABLE>
<CAPTION>

(Dollars in Thousands)
                                                     Pension Benefits
                                                    Fiscal Years Ended
                                            ---------------------------------
                                            Successor   Successor   Successor
                                            June 25,     June 26,    June 28,
                                              2005         2004       2003
                                            ---------   ---------   ---------
<S>                                          <C>         <C>         <C>
Components of net periodic benefit cost:
   Service cost                              $ 4,453     $ 4,976     $ 4,007
   Interest cost                               7,923       7,849       7,683
   Expected return on plan assets             (7,170)     (6,422)     (6,621)
   Amortization of prior service cost             55           6          15
   Amortization of loss                          842         969          17
                                             -------     -------     -------
Net periodic benefit cost -- Company plans     6,103       7,378       5,101
Net periodic benefit cost -- union plans         821         523         670
                                             -------     -------     -------
Total periodic benefit cost                  $ 6,924     $ 7,901     $ 5,771
                                             =======     =======     =======
</TABLE>

The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the six retirement plans with accumulated benefit obligations
in excess of plan assets were:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        Master Hourly               Master Salaried                Excess Benefit
                                         Pension Plan                Retirement Plan               Retirement Plan
                                      Fiscal Years Ended           Fiscal Years Ended            Fiscal Years Ended
                                ----------------------------  ----------------------------  ----------------------------
                                  Successor      Successor      Successor      Successor      Successor      Successor
                                June 25, 2005  June 26, 2004  June 25, 2005  June 26, 2004  June 25, 2005  June 26, 2004
                                -------------  -------------  -------------  -------------  -------------  -------------
<S>                                <C>            <C>            <C>            <C>             <C>            <C>
Projected benefit obligation       $85,801        $83,842        $48,831        $46,177         $1,231         $1,060
Accumulated benefit obligation      82,240         81,087         47,906         44,885          1,170            987
Fair value of plan assets           54,995         57,447         28,917         30,105              0              0
</TABLE>

<TABLE>
<CAPTION>
                                   Supplemental Executive        Supplemental Executive        Southland Frozen Foods
                                    Retirement Plan No. 1      Retirement Agreement No. 2           Pension Plan
                                     Fiscal Years Ended            Fiscal Years Ended            Fiscal Years Ended
                                ----------------------------  ----------------------------  ----------------------------
                                   Successor     Successor      Successor      Successor      Successor      Successor
                                June 25, 2005  June 26, 2004  June 25, 2005  June 26, 2004  June 25, 2005  June 26, 2004
                                -------------  -------------  -------------  -------------  -------------  -------------
<S>                                 <C>            <C>            <C>            <C>             <C>            <C>
Projected benefit obligation        $1,974         $1,967         $3,078         $2,263          $307           $296
Accumulated benefit obligation       1,974          1,967          3,078          2,263           307            296
Fair value of plan assets                0              0              0              0           242            250
</TABLE>

The Company expects to contribute $0.3 million in mandatory payments and $10.9
million in voluntary payments to its pension plans in fiscal 2006.

Expected pension benefit payments, which reflect expected future service costs,
as appropriate, over the next 10 years are as follows:

<TABLE>
<Caption>

(Dollars in Thousands)

Fiscal Year Ending Last Saturday in June
----------------------------------------
<S>         <C>

2006        $ 7,523
2007        $ 7,743
2008        $ 7,953
2009        $ 8,188
2010        $ 9,042
2011-2015   $50,613
</TABLE>

Postretirement Benefits Other Than Pensions: The Company sponsors benefit plans
that provide postretirement medical and life insurance benefits for certain
current and former employees. For the most part, current employees are not
eligible for the postretirement medical coverage. Generally, other than
pensions, the Company does not pay retirees' benefit costs. Various exceptions
exist, which have evolved from union negotiations, early retirement incentives
and existing retiree commitments from acquired companies.

The Company has not prefunded any of its retiree medical or life insurance
liabilities. Consequently there are no plan assets held in a trust, and there is
no expected long-term rate of return assumption for purposes of determining the
annual expense.

The measurement date used to determine pension benefit measurements for the
Company's other postretirement benefit plans is March 31 of a given year.


                                       50




<PAGE>

The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's financial statements at June 25, 2005 and June 26, 2004.

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                  Other Benefits
                                                              ---------------------
                                                                Fiscal Years Ended
                                                              ---------------------
                                                              Successor   Successor
                                                              June 25,     June 26,
                                                                2005         2004
                                                              ---------   ---------
<S>                                                            <C>         <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                   $ 3,467     $ 3,638
   Service cost                                                     43          49
   Interest cost                                                   197         226
   Actuarial loss/(gain)                                         1,262         (79)
   Benefits paid                                                  (460)       (367)
                                                               -------     -------
      Benefit obligation at end of period                        4,509       3,467
                                                               -------     -------

Change in plan assets:
   Fair value of assets at beginning of period                       0           0
   Employer contribution                                           460         367
   Benefits paid                                                  (460)       (367)
                                                               -------     -------
      Fair value of assets at end of period                          0           0
                                                               -------     -------

   Plan funded status                                           (4,509)     (3,467)
   Unrecognized prior service benefit                              (57)        (86)
   Unrecognized actuarial gain                                   1,201         (61)
                                                               -------     -------
      Accrued benefit liability                                 (3,365)     (3,614)

Amounts recognized in the balance sheet:
   Accrued benefit liability                                   $(3,365)    $(3,614)
                                                               =======     =======

Weighted-average assumptions
   Assumptions used for projected benefit obligation:
      Discount rate                                                5.9%        6.0%
      Rate of compensation increase                                3.8%        3.8%

   Assumptions used to determine net periodic benefit cost:
      Discount rate                                                6.0%        6.6%
      Expected return on plan assets                               N/A         N/A
      Rate of compensation increase                                3.8%        3.8%
</TABLE>

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                     Other Benefits
                                           ---------------------------------
                                                   Fiscal Years Ended
                                           ---------------------------------
                                           Successor   Successor   Successor
                                           June 25,     June 26,    June 28,
                                             2005        2004        2003
                                           ---------   ---------   ---------
<S>                                           <C>         <C>         <C>
Components of net periodic benefit cost:
   Service cost                               $ 43        $ 49        $ 43
   Interest cost                               197         226         266
   Amortization of prior service cost          (29)        (29)        (60)
                                              ----        ----        ----
   Net periodic benefit cost                  $211        $246        $249
                                              ====        ====        ====
</TABLE>

For measurement purposes, an 11.0 percent rate of increase in the per capita
cost of covered health care benefits was assumed for fiscal 2005. The rate was
assumed to decrease gradually to 5.0 percent for 2013 and remain at that level
thereafter.

The assumed health care trend rates can have a significant effect on the
amounts reported for the postretirement benefits plan. A one-percentage point
change in the assumed health care trend rates would have the following effect:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                1-Percentage      1-Percentage
                                                               Point Increase   Point Decrease
                                                               --------------   --------------
<S>                                                                 <C>              <C>
Effect on total of service and interest cost components for
   fiscal 2005                                                      $ 11             $ (11)
Effect on postretirement benefit obligation at June 25, 2005        $197             $(179)
</TABLE>

The Company expects to make payments of approximately $0.5 million to its other
postretirement benefit plans in fiscal year 2006.


                                       51




<PAGE>

The Company expects to make post retirement benefit payments, which reflect
expected future service costs, as appropriate, over the next 10 years as
follows:

(Dollars in Thousands)

Fiscal Year Ending Last Saturday in June

<TABLE>
<S>           <C>
2006          $  480
2007          $  484
2008          $  502
2009          $  520
2010          $  497
2011 - 2015   $1,953
</TABLE>

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.

Birds Eye Foods 401(k) Plan: Under the Birds Eye Foods 401(k) Plan ("401(k)"),
the Company contributes matching contributions to the plan for the benefit of
employees who elect to defer a portion of their salary into the plan. During
fiscal 2005, 2004 and 2003, the Company allocated approximately $1.2 million,
$1.2 million and $1.3 million, respectively, in the form of matching
contributions to the plan.

In addition, Birds Eye Foods also maintains a Non-Qualified 401(k) Plan in which
the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code. The Company allocated $0.4 million, $0.3 million and $0.3 million during
fiscal 2005, 2004, and 2003, respectively, in the form of matching contributions
to this plan.

NOTE 13. 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!, 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/industrial products include frozen
vegetables, salad dressings, mayonnaise, fruit fillings and toppings, and chili
products.

One customer accounted for 17 percent and 15 percent of the Company's
consolidated revenue in fiscal 2005 and fiscal 2004, respectively. In addition,
this customer represented 23 percent and 22 percent of the branded frozen
segment revenue in fiscal 2005 and fiscal 2004, respectively, and 12 percent and
11 percent of the branded dry and non-branded segments revenues in fiscal 2005.
In addition, another customer represented 10 percent of the branded frozen
segment revenue in fiscal 2005.


                                       52




<PAGE>

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company allocates resources to
segments and evaluates the performance of segments based upon reported segment
income before interest expense and income taxes and certain other non-recurring
items. The Company does not have any intersegment sales. The following table
illustrates the Company's operating segment information:

(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                             Fiscal Year Ended                Periods Ended
                                           ---------------------   -----------------------------------
                                           Successor   Successor      Predecessor        Predecessor
                                            June 25,    June 26,   August 19, 2002 -   June 30, 2002 -
                                              2005        2004       June 28, 2003     August 18, 2002
                                           ---------   ---------   -----------------   ---------------
<S>                                         <C>         <C>             <C>                <C>
Net sales:
   Branded frozen                           $356.1      $334.0          $305.0             $35.8
   Branded dry                               203.4       202.4           180.5              22.4
   Non-branded                               299.2       307.0           279.4              39.9
                                            ------      ------          ------             -----
Total continuing segments                   $858.7      $843.4          $764.9             $98.1
                                            ======      ======          ======             =====
Operating income:
   Branded frozen                           $ 47.8      $ 57.7          $ 49.6             $ 4.7
   Branded dry                                31.5        34.7            37.4               4.5
   Non-branded                               (18.9)      (14.1)          (11.1)             (1.4)
   Asset impairment charge(1)                 (1.0)        0.0             0.0               0.0
   Restructuring(2)                           (1.9)        0.0             0.0               0.0
   Other income(3)                             3.3         0.0             0.0               0.0
                                            ------      ------          ------             -----
Operating income                              60.8        78.3            75.9               7.8
Loss on early extinguishment of debt           0.0        (4.0)            0.0               0.0
Interest expense                             (28.5)      (31.3)          (39.8)             (7.4)
                                            ------      ------          ------             -----
Pretax income from continuing operations    $ 32.3      $ 43.0          $ 36.1             $ 0.4
                                            ======      ======          ======             =====
Total assets:(5)
   Branded frozen                           $415.8      $325.1          $360.8
   Branded dry                                99.6       111.3           144.7
   Non-branded                               214.0       228.3           274.2
   Other(4)                                   69.6       108.5           116.2
                                            ------      ------          ------
      Continuing segments                    799.0       773.2           895.9
   Held for sale assets                        5.5         6.8            13.5
                                            ------      ------          ------
         Total                              $804.5      $780.0          $909.4
                                            ======      ======          ======

Depreciation expense:
   Branded frozen                           $  7.6      $  8.1          $  7.1             $ 1.1
   Branded dry                                 3.5         3.3             2.7               0.5
   Non-branded                                11.0        11.2            10.8               2.1
                                            ------      ------          ------             -----
      Continuing segments                     22.1        22.6            20.6               3.7
   Discontinued operations                     0.0         0.1             1.5               0.1
                                            ------      ------          ------             -----
         Total                              $ 22.1      $ 22.7          $ 22.1             $ 3.8
                                            ======      ======          ======             =====

Amortization expense:
   Branded frozen                           $  1.7      $  0.4          $  0.6             $ 0.0
   Branded dry                                 0.3         0.3             0.4               0.0
   Non-branded                                 1.1         1.1             1.3               0.1
                                            ------      ------          ------             -----
         Total continuing segments          $  3.1      $  1.8          $  2.3             $ 0.1
                                            ======      ======          ======             =====

Capital expenditures:(6)
   Branded frozen                           $  7.1      $ 10.7          $  4.8             $ 1.3
   Branded dry                                 0.9         1.9             3.7               0.2
   Non-branded                                 8.5        12.3             4.9               0.7
                                            ------      ------          ------             -----
         Total                              $ 16.5      $ 24.9          $ 13.4             $ 2.2
                                            ======      ======          ======             =====
</TABLE>

(1) The asset impairment charge represents the adjustment of the Company's
closed Green Bay manufacturing facility to reflect fair value. The Green Bay
facility was closed in conjunction with the Company's sale of its branded canned
vegetable business. This item is excluded from the Company's evaluation of
segment performance. See NOTE 5 to the "Notes to the Consolidated Financial
Statements" for additional disclosures regarding the Green Bay manufacturing
facility.

(2) Represents restructuring charges which are not allocated to individual
segments. This item is excluded from the Company's evaluation of segment
performance. See NOTE 15 to the "Notes to the Consolidated Financial Statements"
for additional disclosures regarding the Company's restructuring activities.

(3) Represents other income not allocated to individual segments. This item is
excluded from the Company's evaluation of segment performance. See NOTE 15 to
the "Notes to the Consolidated Financial Statements" for additional disclosures
regarding the items included in other income.

(4) Includes corporate assets of the Company, primarily including cash, debt
issuance costs and income taxes, not allocated to individual segments.

(5) Total assets are allocated to segments based upon methodologies developed by
management. Such methodologies include a review of both production and net sales
volume.

(6) Total capital expenditures are allocated to segments based upon
methodologies developed by management. Such methodologies include a review of
production volume.


                                       53




<PAGE>

NOTE 14. 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 varies from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.

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

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


                                       54




<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>
                                                                              Successor
                                                                       Statement of Operations
                                                                   Fiscal Year Ended June 25, 2005
                                                ---------------------------------------------------------------------
                                                 Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                -----------   ----------   -------------   -----------   ------------
<S>                                              <C>           <C>             <C>          <C>           <C>
(Dollars in Thousands)

Net sales                                        $ 837,906     $ 20,763        $    0       $      0      $ 858,669
Cost of sales                                     (661,854)     (15,852)            0              0       (677,706)
                                                 ---------     --------        ------       --------      ---------
Gross profit                                       176,052        4,911             0              0        180,963
Selling, administrative, and general expense      (117,322)      (3,243)            0              0       (120,565)
Asset impairment charge                               (994)           0             0              0           (994)
Restructuring                                       (1,940)           0             0              0         (1,940)
Other (expense)/income                             (25,700)      28,988             0              0          3,288
Income from subsidiaries                            28,076        2,582             0        (30,658)             0
                                                 ---------     --------        ------       --------      ---------
Operating income                                    58,172       33,238             0        (30,658)        60,752
Interest (expense)/income                          (39,298)       5,026         5,816              0        (28,456)
                                                 ---------     --------        ------       --------      ---------
Pretax income from continuing operations            18,874       38,264         5,816        (30,658)        32,296
Tax benefit/(provision)                              1,283      (13,422)            0              0        (12,139)
                                                 ---------     --------        ------       --------      ---------
Income from continuing operations                   20,157       24,842         5,816        (30,658)        20,157
Discontinued operations (net of a tax benefit
   of $956)                                         (1,552)         200             0           (200)        (1,552)
                                                 ---------     --------        ------       --------      ---------
Net income                                       $  18,605     $ 25,042        $5,816       $(30,858)     $  18,605
                                                 =========     ========        ======       ========      =========
</TABLE>


                                       55




<PAGE>

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

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

   Other current assets                                  30,017        6,131           967          (3,886)       33,229
                                                       --------     --------       -------       ---------      --------
         Total current assets                           320,611       12,045           967          (3,886)      329,737

   Property, plant and equipment, net                   169,809       21,828             0               0       191,637
   Investment in subsidiaries                           349,201       14,720             0        (363,921)            0
   Goodwill and other intangible assets, net             79,214      188,383             0               0       267,597
   Other assets                                          15,251       98,439        32,188        (130,325)       15,553
                                                       --------     --------       -------       ---------      --------
         Total assets                                  $934,086     $335,415       $33,155       $(498,132)     $804,524
                                                       ========     ========       =======       =========      ========
Liabilities and Shareholder's Equity
   Current portion of long-term debt                   $  2,700     $      0       $     0       $       0      $  2,700
   Current portion of Termination and Transitional
      Services Agreements with Pro-Fac
      Cooperative, Inc.                                   9,455            0             0               0         9,455
   Accounts payable                                      77,571        1,026             0               0        78,597
   Accrued interest                                       3,111            0             0            (967)        2,144
   Intercompany loans                                     2,904       (2,904)            0               0             0
   Other current liabilities                             59,296        6,527             0          (2,919)       62,904
                                                       --------     --------       -------       ---------      --------
         Total current liabilities                      155,037        4,649             0          (3,886)      155,800
   Long-term debt                                       330,736            0             0         (32,188)      298,548
   Long-term portion of Termination Agreement
      with Pro-Fac Cooperative, Inc.                      8,836            0             0               0         8,836
   Other non-current liabilities                        180,091            0             0         (98,137)       81,954
                                                       --------     --------       -------       ---------      --------
         Total liabilities                              674,700        4,649             0        (134,211)      545,138

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


                                       56




<PAGE>

<TABLE>
<CAPTION>
                                                                                         Successor
                                                                                  Statement of Cash Flows
                                                                              Fiscal Year Ended June 25, 2005
                                                             -----------------------------------------------------------------
                                                              Birds Eye   Subsidiary  Non-Guarantor  Eliminating
                                                             Foods, Inc.  Guarantors   Subsidiaries    Entries    Consolidated
                                                             -----------  ----------  -------------  -----------  ------------
<S>                                                           <C>          <C>           <C>          <C>           <C>
(Dollars in Thousands)
Cash Flows From Operating Activities:
   Net income                                                 $ 18,605     $ 25,042      $ 5,816      $(30,858)     $ 18,605
   Adjustments to reconcile net income to cash
      provided by operating activities --
         Asset impairment charge                                   994            0            0             0           994
         Other income                                           (3,288)           0            0             0        (3,288)
         Asset impairment charge within discontinued
            operations                                           1,199        1,309            0             0         2,508
         Depreciation                                           19,917        2,148            0             0        22,065
         Amortization of certain intangible assets               2,348          750            0             0         3,098
         Amortization of debt issue costs, amendment costs,
            and debt premiums                                    8,923            0       (1,938)            0         6,985
         Transitional Services Agreement with
            Pro-Fac Cooperative, Inc.                              (70)           0            0             0           (70)
         Gain on sale of property, plant and equipment            (347)          (1)           0             0          (348)
         Equity in undistributed earnings of subsidiaries       (3,208)        (860)           0         4,068             0
         Provision for deferred taxes                           11,204            0            0             0        11,204
         Provision for loss on accounts receivable                  85          180            0             0           265
         Change in working capital                               6,255       (5,114)           0             0         1,141
                                                              --------     --------      -------      --------      --------
Net cash provided by operating activities                       62,617       23,454        3,878       (26,790)       63,159
                                                              --------     --------      -------      --------      --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                  (16,242)        (282)           0             0       (16,524)
   Proceeds from disposals                                       2,148            7            0             0         2,155
   Proceeds from note receivable to
      Pro-Fac Cooperative, Inc.                                  1,000            0            0             0         1,000
   Acquisition of California & Washington Company              (74,290)           0            0             0       (74,290)
   Acquisition of Edwards Distributing                            (410)           0            0             0          (410)
   Proceeds from investment in CoBank                            1,477            0            0             0         1,477
                                                              --------     --------      -------      --------      --------
   Net cash used in investing activities                       (86,317)        (275)           0             0       (86,592)
                                                              --------     --------      -------      --------      --------

Cash Flows From Financing Activities:
   Payments on long-term debt                                   (2,700)           0            0             0        (2,700)
   Payments on Termination Agreement with
      Pro-Fac Cooperative, Inc.                                (10,000)           0            0             0       (10,000)
   Payments on capital leases                                     (813)           0            0             0          (813)
   Birds Eye Holdings, Inc. contribution, net                       61            0            0             0            61
   Dividends paid                                                    0      (22,912)      (3,878)       26,790             0
                                                              --------     --------      -------      --------      --------
Net cash used in financing activities                          (13,452)     (22,912)      (3,878)       26,790       (13,452)
                                                              --------     --------      -------      --------      --------

Net change in cash and cash equivalents                        (37,152)         267            0             0       (36,885)

Cash and cash equivalents at beginning of period                72,701          186            0             0        72,887
                                                              --------     --------      -------      --------      --------
Cash and cash equivalents at end of period                    $ 35,549     $    453      $     0      $      0      $ 36,002
                                                              ========     ========      =======      ========      ========
</TABLE>


                                       57




<PAGE>

<TABLE>
<CAPTION>
                                                                                Successor
                                                                         Statement of Operations
                                                                     Fiscal Year Ended June 26, 2004
                                                  ---------------------------------------------------------------------
                                                   Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                  Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                  -----------   ----------   -------------   -----------   ------------
<S>                                                <C>           <C>             <C>           <C>           <C>
(Dollars in Thousands)

Net sales                                          $ 825,144     $ 18,254        $    0        $      0      $ 843,398
Cost of sales                                       (639,354)     (13,509)            0               0       (652,863)
                                                   ---------     --------        ------        --------      ---------
Gross profit                                         185,790        4,745             0               0        190,535
Selling, administrative, and general expense        (109,475)      (2,733)            0               0       (112,208)
Other (expense)/income                               (37,584)      37,584             0               0              0
Income from subsidiaries                              39,271        2,535             0         (41,806)             0
                                                   ---------     --------        ------        --------      ---------
Operating income                                      78,002       42,131             0         (41,806)        78,327
Interest (expense)/income                            (43,576)       6,541         5,709               0        (31,326)
Loss on early extinguishment of debt                  (4,018)           0             0               0         (4,018)
                                                   ---------     --------        ------        --------      ---------
Pretax income from continuing operations              30,408       48,672         5,709         (41,806)        42,983
Tax benefit/(provision)                                1,795      (17,233)            0               0        (15,438)
                                                   ---------     --------        ------        --------      ---------
Income from continuing operations                     32,203       31,439         5,709         (41,806)        27,545
Discontinued operations (net of a tax provision
   of $2,750)                                           (336)       5,199             0            (541)         4,322
                                                   ---------     --------        ------        --------      ---------
Net income                                         $  31,867     $ 36,638        $5,709        $(42,347)     $  31,867
                                                   =========     ========        ======        ========      =========
</TABLE>


                                       58




<PAGE>

<TABLE>
<CAPTION>
                                                                                Successor
                                                                              Balance Sheet
                                                                              June 26, 2004
                                                  ---------------------------------------------------------------------
                                                   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                        $ 72,701     $    186       $     0       $       0      $ 72,887
   Accounts receivable, net                           61,232        4,358             0               0        65,590
   Inventories -
      Finished goods                                 158,499          696             0               0       159,195
      Raw materials and supplies                      20,924          964             0               0        21,888
                                                    --------     --------       -------       ---------      --------
         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 Agreement
      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>


                                       59




<PAGE>

<TABLE>
<CAPTION>
                                                                                        Successor
                                                                                 Statement of Cash Flows
                                                                             Fiscal Year Ended June 26, 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                                              $  31,867     $ 36,638       $ 5,709       $(42,347)     $  31,867
   Adjustments to reconcile net income to cash
      provided by operating activities --
         Depreciation                                         21,052        1,611             0              0         22,663
         Amortization of certain intangible assets             1,048          750             0              0          1,798
         Amortization of debt issue costs, amendment
            costs, debt discounts and premiums, and
            interest in-kind                                  10,691            0        (3,361)             0          7,330
         Transitional Services Agreement with
            Pro-Fac Cooperative, Inc.                           (525)           0             0              0           (525)
         Loss on sale of property, plant and equipment           213            4             0              0            217
         Gain on sale of Freshlike canned vegetable
            business within discontinued operations              831       (7,094)            0              0         (6,263)
         Loss on early extinguishment of debt                  4,018            0             0              0          4,018
         Equity in undistributed earnings of subsidiaries      3,699       (1,922)            0         (1,777)             0
         Provision for deferred taxes                         16,703            0             0              0         16,703
         Provision for losses on accounts receivable             258           40             0              0            298
         Change in working capital                            24,454        3,372          (967)             0         26,859
                                                           ---------     --------       -------       --------      ---------
Net cash provided by operating activities                    114,309       33,399         1,381        (44,124)       104,965
                                                           ---------     --------       -------       --------      ---------
Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                (24,522)        (337)            0              0        (24,859)
   Proceeds from disposals                                    15,099        9,730             0              0         24,829
   Proceeds from investment in CoBank                          2,923            0             0              0          2,923
   Issuance of note receivable to Pro-Fac
      Cooperative, Inc., net                                    (300)           0             0              0           (300)
                                                           ---------     --------       -------       --------      ---------
   Net cash provided by/(used in) investing activities        (6,800)       9,393             0              0          2,593
                                                           ---------     --------       -------       --------      ---------
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                               (169,636)           0             0              0       (169,636)
   Payments on Termination Agreement with
      Pro-Fac Cooperative, Inc.                              (10,000)           0             0              0        (10,000)
   Payments on capital lease                                    (918)           0             0              0           (918)
   Birds Eye Holdings, Inc. investment, net                    1,064            0             0              0          1,064
   Dividends paid                                                  0      (42,743)       (1,381)        44,124              0
                                                           ---------     --------       -------       --------      ---------
Net cash used in financing activities                       (188,427)     (42,743)       (1,381)        44,124       (188,427)
                                                           ---------     --------       -------       --------      ---------
Net change in cash and cash equivalents                      (80,918)          49             0              0        (80,869)
Cash and cash equivalents at beginning of period             153,619          137             0              0        153,756
                                                           ---------     --------       -------       --------      ---------
Cash and cash equivalents at end of period                 $  72,701     $    186       $     0       $      0      $  72,887
                                                           =========     ========       =======       ========      =========
</TABLE>


                                       60




<PAGE>

<TABLE>
<CAPTION>
                                                                                       Successor
                                                                                Statement of Operations
                                                                            August 19, 2002 - June 28, 2003
                                                    ---------------------------------------------------------------------
                                                     Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                    Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                    -----------   ----------   -------------   -----------   ------------
<S>                                                  <C>           <C>             <C>           <C>           <C>
(Dollars in Thousands)

Net sales                                            $ 749,124     $ 15,776        $    0        $      0      $ 764,900
Cost of sales                                         (574,700)     (10,539)            0               0       (585,239)
                                                     ---------     --------        ------        --------      ---------
Gross profit                                           174,424        5,237             0               0        179,661
Selling, administrative, and general expenses         (102,639)      (2,967)            0               0       (105,606)
Other (expense)/income                                 (39,920)      39,920             0               0              0
Income from former joint venture and subsidiaries       35,733          839             0         (34,802)         1,770
                                                     ---------     --------        ------        --------      ---------
Operating income                                        67,598       43,029             0         (34,802)        75,825
Interest (expense)/income                              (50,194)       8,498         1,889               0        (39,807)
                                                     ---------     --------        ------        --------      ---------
Pretax income from continuing operations                17,404       51,527         1,889         (34,802)        36,018
Tax benefit/(provision)                                  4,188      (18,614)            0               0        (14,426)
                                                     ---------     --------        ------        --------      ---------
Income from continuing operations                       21,592       32,913         1,889         (34,802)        21,592
Discontinued operations (net of a tax provision
   of $1,075)                                             (836)       1,638             0          (1,638)          (836)
                                                     ---------     --------        ------        --------      ---------
Net income                                           $  20,756     $ 34,551        $1,889        $(36,440)     $  20,756
                                                     =========     ========        ======        ========      =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                     Predecessor
                                                                               Statement of Operations
                                                                             June 30, 2002 - August 18, 2002
                                                    ---------------------------------------------------------------------
                                                     Birds Eye    Subsidiary   Non-Guarantor   Eliminating
                                                    Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                    -----------   ----------   -------------   -----------   ------------
<S>                                                  <C>           <C>             <C>           <C>           <C>
(Dollars in Thousands)

Net sales                                            $ 95,600      $ 2,476         $   0         $     0       $ 98,076
Cost of sales                                         (73,830)      (1,611)            0               0        (75,441)
                                                     --------      -------         -----         -------       --------
Gross profit                                           21,770          865             0               0         22,635
Selling, administrative, and general expenses         (14,596)        (488)            0               0        (15,084)
Other (expense)/income                                 (5,507)       5,507             0               0              0
Income from former joint venture and subsidiaries       4,911            0             0          (4,634)           277
                                                     --------      -------         -----         -------       --------
Operating income                                        6,578        5,884             0          (4,634)         7,828
Interest (expense)/income                              (8,738)       1,322             0               0         (7,416)
                                                     --------      -------         -----         -------       --------
Pretax (loss)/income from continuing operations        (2,160)       7,206             0          (4,634)           412
Tax benefit/(provision)                                 2,403       (2,572)            0               0           (169)
                                                     --------      -------         -----         -------       --------
Income from continuing operations                         243        4,634             0          (4,634)           243
Discontinued operations (net of a tax benefit
   of $110)                                              (158)           0          (368)            368           (158)
                                                     --------      -------         -----         -------       --------
Net income/(loss)                                    $     85      $ 4,634         $(368)        $(4,266)      $     85
                                                     ========      =======         =====         =======       ========
</TABLE>


                                       61




<PAGE>

<TABLE>
<CAPTION>
                                                                                          Successor
                                                                                    Statement of Cash Flows
                                                                                August 19, 2002 - June 28, 2003
                                                    ---------------------------------------------------------------------
                                                     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                                        $  20,756     $ 34,551       $ 1,889       $(36,440)     $  20,756
   Adjustments to reconcile net income to cash
      provided by operating activities --
         Amortization of certain
            intangible assets                            1,606          656             0              0          2,262
         Depreciation                                   21,562          567             0              0         22,129
         Amortization of debt issue costs,
            amendment costs, debt discounts and
            premiums, and interest in-kind              11,086            0        (1,889)             0          9,197
         Equity in undistributed earnings of
            former joint venture and subsidiaries       (5,202)        (839)            0          4,932         (1,109)
         Equity in undistributed earnings
            of CoBank                                      (29)           0             0              0            (29)
         Transitional Services Agreement with
            Pro-Fac Cooperative, Inc.                     (455)           0             0              0           (455)
         Provision for deferred taxes                   13,481            0             0              0         13,481
         Provision for losses on accounts
            receivable                                     480           90             0              0            570
         Change in working capital                      91,461       (6,343)            0          1,978         87,096
                                                      --------     --------       -------       --------      ---------
Net cash provided by operating activities              154,746       28,682             0        (29,530)       153,898

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment          (13,083)        (307)            0              0        (13,390)
   Proceeds from disposals                              27,338           11             0              0         27,349
   Proceeds from note receivable                         4,978            0             0              0          4,978
   Issuance of note receivable to Pro-Fac
      Cooperative, Inc.                                   (700)           0             0              0           (700)
   Proceeds from investment in CoBank                    3,053            0             0              0          3,053
   Repayments from former joint venture                  6,285            0             0              0          6,285
   Disposition of investment in former
      joint venture                                     13,900            0             0              0         13,900
   Investment in GLK, LLC                                    0      (11,100)            0         11,100              0
                                                     ---------     ---------      -------       --------      ---------
Net cash provided by/(used in) investing activities     41,771      (11,396)            0         11,100         41,475

Cash Flows From Financing Activities:
   Proceeds from issuance of long-term debt            270,000            0             0              0        270,000
   Birds Eye Holdings Inc. investment                  175,590            0             0              0        175,590
   Payments on Subordinated Promissory Note            (25,000)           0             0              0        (25,000)
   Net payments on prior revolving
      credit facility                                  (22,000)           0             0              0        (22,000)
   Payments on long-term debt                         (402,488)           0             0              0       (402,488)
   Payments on Termination Agreement and other
      payments to Pro-Fac Cooperative, Inc.            (12,118)           0             0              0        (12,118)
   Payments on capital lease                              (775)           0             0              0           (775)
   Cash paid for debt issuance costs                   (24,743)           0             0              0        (24,743)
   Cash paid for transaction fees                       (6,000)           0             0              0         (6,000)
   Dividends paid                                            0      (29,530)            0         29,530              0
   Birds Eye Foods, Inc. investment                          0       11,100             0        (11,100)             0
                                                     ---------     --------       -------       --------      ---------
Net cash used in financing activities                  (47,534)     (18,430)            0         18,430        (47,534)
                                                     ---------     --------       -------       --------      ---------
Net change in cash and cash equivalents                148,983       (1,144)            0              0        147,839
Cash and cash equivalents at beginning of period         4,636        1,281             0              0          5,917
                                                     ---------     --------       -------       --------      ---------
Cash and cash equivalents at end of period           $ 153,619     $    137       $     0       $      0      $ 153,756
                                                     =========     ========       =======       ========      =========
</TABLE>


                                       62




<PAGE>

<TABLE>
<CAPTION>
                                                                                       Predecessor
                                                                                 Statement of Cash Flows
                                                                             June 30, 2002 - August 18, 2002
                                                          ---------------------------------------------------------------------
                                                           Birds Eye    Subsidiary   Non-Guarantor   Eliminating
(Dollars in Thousands)                                    Foods, Inc.   Guarantors    Subsidiaries     Entries     Consolidated
                                                          -----------   ----------   -------------   -----------   ------------
<S>                                                         <C>          <C>            <C>            <C>           <C>
Cash Flows From Operating Activities:
   Net income/(loss)$                                            85      $ 4,634        $  (368)       $(4,266)      $     85
   Adjustments to reconcile net income/(loss) to net
      cash (used in)/provided by operating activities --
         Amortization of certain intangible assets               50           94              0              0            144
         Depreciation                                         3,741           69             23              0          3,833
         Amortization of debt issue costs, amendment
            costs, debt discounts and premiums, and
            interest in-kind                                  1,201            0              0              0          1,201
         Equity in undistributed earnings of former
            joint venture and subsidiaries                    4,207            0              0         (4,484)          (277)
         Change in working capital                          (37,983)       3,890          1,252              0        (32,841)
                                                           --------      -------        -------        -------       --------
Net cash (used in)/provided by operating activities         (28,699)       8,687            907         (8,750)       (27,855)

Cash Flows From Investing Activities:

   Purchase of property, plant, and equipment                (2,181)           0             (6)             0         (2,187)
   Proceeds from investment in CoBank                         1,115            0              0              0          1,115
   Advances to Great Lakes Kraut Company, LLC                (1,512)           0              0              0         (1,512)
                                                           --------      -------        -------        -------       --------
Net cash used in investing activities                        (2,578)           0             (6)             0         (2,584)

Cash Flows From Financing Activities:
   Net proceeds from old revolving credit facility           22,000            0              0              0         22,000
   Payments on long-term debt                                  (292)           0              0              0           (292)
   Payments on capital leases                                   (38)           0              0              0            (38)
   Dividends paid                                                 0       (8,750)             0          8,750              0
                                                           --------      -------        -------        -------       --------
Net cash provided by/(used in) financing activities          21,670       (8,750)             0          8,750         21,670
                                                           --------      -------        -------        -------       --------

Net change in cash and cash equivalents                      (9,607)         (63)           901              0         (8,769)

Cash and cash equivalents at beginning of period             14,243          121            322              0         14,686
                                                           --------      -------        -------        -------       --------
Cash and cash equivalents at end of period                 $  4,636      $    58        $ 1,223        $     0       $  5,917
                                                           ========      =======        =======        =======       ========
</TABLE>


                                       63




<PAGE>

NOTE 15. OTHER MATTERS AND SUBSEQUENT EVENT

Restructuring: On June 15, 2005, the Company eliminated approximately 45
positions from various locations and departments within the Company. The
reductions were part of an ongoing focus on low-cost operations and included
both salaried and hourly positions. In conjunction with the reductions, the
Company recorded a charge against earnings of approximately $1.9 million in the
fourth quarter of fiscal 2005, primarily comprising employee termination
benefits. The majority of this amount will be liquidated in fiscal 2006.

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.

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.

Subsequent Event: On September 7, 2005, Birds Eye Foods announced that Neil
Harrison will join the organization as Chairman, President and Chief Executive
Officer. Mr. Harrison succeeds Dennis M. Mullen, who is stepping down as
Chairman, President and Chief Executive Officer effective September 7, 2005. Mr.
Mullen will continue as the Company's Principal Executive Officer until
September 30, 2005.

The Company is currently finalizing the definitive terms of Mr. Mullen's
departure and on-going relationship with the Company post his departure. The
Company anticipates that, in connection with the payments and benefits it will
provide to Mr. Mullen, the Company will recognize a charge to earnings of
approximately $4 million during the first quarter of fiscal 2006.

The Company entered into an Employment Agreement (the "Agreement") with Mr.
Harrison dated September 2, 2005. Mr. Harrison will receive a guaranteed bonus
for the Company's fiscal year ending June 24, 2006 of $350,000, pro-rated for
his employment during the Company's 2006 fiscal year.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. 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 June 25, 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 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 June 25, 2005 that have
materially affected or are reasonably likely to materially affect Birds Eye
Foods' internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.


                                       64




<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers: The Securityholders Agreement dated and
effective as of August 19, 2002 (and as amended from time to time, the
"Securityholders Agreement"), among Holdings LLC, Pro-Fac and Vestar, together
with others, includes a voting agreement pursuant to which the holders of
Holdings LLC common units agree to, among other things, vote their common units
and to take any other action necessary to elect or cause to be elected to Birds
Eye Foods' Board of Directors a specified number of directors designated by
Vestar (the "Vestar Directors"), a specified number of directors designated by
Pro-Fac (the "Pro-Fac Directors"), one director who shall be the Chief Executive
Officer of Birds Eye Foods (the "Management Director") and a specified number of
directors designated by Vestar who shall be independent of Holdings LLC, it's
subsidiaries' management (including Birds Eye Foods) and Vestar (the
"Independent Directors"). The Vestar Directors constitute a majority of the
directors of Birds Eye Foods. The Securityholders Agreement further prescribes a
minimum and maximum number of Directors of Birds Eye Foods.

Listed below are the directors and executive officers of the Company.

<TABLE>
<CAPTION>
           Name              Age(a)                               Positions
--------------------------   ------   ------------------------------------------------------------------
<S>                            <C>    <C>
Neil Harrison(1)               52     Chairman of the Board, President and Chief Executive Officer

Dennis M. Mullen(1)            51     Principal Executive Officer

Earl L. Powers                 61     Executive Vice President and Chief Financial Officer and Secretary

David E. Hogberg               52     Executive Vice President - Marketing and Business Development

Carl W. Caughran               52     Executive Vice President - Operations

Robert G. Montgomery           52     Senior Vice President - Retail Sales

Peter R. Call(2)               48     Director

Stephen P. Donovan, Jr.(4)     64     Director

David M. Hooper(3)             37     Director

Robert W. Maier(4)             70     Director

Kevin A. Mundt(3)              51     Director

Daniel S. O'Connell(3)         51     Director

Gregg A. Ostrander(3)          52     Director

Allan W. Overhiser(2)          45     Director

Brian K. Ratzan(3)             35     Director

Patrick W. Rose(3)             63     Director

David B. Vermylen(4)           54     Director
</TABLE>

----------
(a)  As of September 1, 2005.

(1)  On September 8, 2005 Mr. Harrison joined the organization as Chairman,
     President and Chief Executive Officer and Management Director. Mr. Harrison
     serves in these capacities pursuant to an employment agreement effective
     September 8, 2005. Mr. Harrison succeeds Dennis M. Mullen, who is stepping
     down as Chairman, President and Chief Executive Officer effective September
     7, 2005. Mr. Mullen will continue as the Company's Principal Executive
     Officer until September 30, 2005.

(2)  Pro-Fac Director.

(3)  Vestar Director.

(4)  Independent Director. On August 29, 2005, Birds Eye Foods accepted the
     resignation of Mr. Robert W. Maier from the Board of Directors.


                                       65




<PAGE>

Neil Harrison became Chairman, President and Chief Executive Officer of Birds
Eye Foods on September 8, 2005. Prior to joining the Company, he served as
Chairman and Chief Executive Officer of Atkins Nutritionals, Inc. from February
2005 to June 2005. Prior to that role, Mr. Harrison was with the H.J. Heinz
Company, where he served as an Executive Vice President of H. J. Heinz and
President and Chief Executive Officer of Heinz North America from 2002 to 2004.
Previously at Heinz, and from 1999 to 2002, Mr. Harrison was the President and
Chief Executive Officer of Heinz Frozen Food Company. His experience in
consumer packaged goods and nutrition and weight management includes his role
from 1997 to 1999 as President and Chief Executive Officer of Weight Watchers
Gourmet Food Company. Mr. Harrison's experience also includes a variety of
positions at Miller Brewing Company, PepsiCo, Inc., General Foods Corporation
and Unilever.

Dennis M. Mullen stepped down as Chairman, President and Chief Executive
Officer effective September 7, 2005. Mr. Mullen will remain the Company's
Principal Executive Officer until September 30, 2005. Mr. Mullen held various
positions of senior leadership from 1990 to September 7, 2005. He currently
serves on the Board of Directors for Grocery Manufacturers of America and
National Food Processors Association.

Earl L. Powers has been Executive Vice President and Chief Financial Officer of
the Company since February 1997. He was named Secretary of the Company in
October 2002. He was Vice President and Corporate Controller of the Company
from March 1993 to February 1997, and Vice President Finance and Management
Information Systems of the Comstock Michigan Fruit business unit of Birds Eye
Foods from 1991 to March 1993. Prior to joining Birds Eye Foods, he was
Controller of various Pillsbury Company divisions from 1987 to 1990 and held
various other executive management positions at the Pillsbury Company from 1976
to 1987. He currently serves on the Board of Directors of JP Morgan Chase's
Northeast Advisory Board.

David E. Hogberg has been Executive Vice President of Marketing, and Business
Development of the Company since November 2002. Prior to joining the Company,
he held various executive positions with ConAgra Foods from 1990 to 2002 and
Quaker Oats from 1974 to 1990. Mr. Hogberg has experience in positions in plant
management, product development, marketing, acquisitions and mergers and
general management.

Carl W. Caughran has been Executive Vice President - Operations of the Company
since 1999. He also served as President and Chief Executive Officer of the
Nalley Fine Foods business unit of Birds Eye Foods from 1996 to 1999. Prior to
joining the Company, he held various executive positions at Borden Foods,
including Vice President/General Manager of both the Western Snack Group and
Eastern Snack Group.

Robert G. Montgomery has been Senior Vice President of Retail Sales of the
Company since September 2003. Prior to joining Birds Eye Foods, he was with HJ
Heinz Company where he held various senior management positions including Vice
President of Sales-Heinz Frozen Foods and Vice President of Sales for the
Western half of the United States for the consolidated Heinz Consumer Foods
Company. Prior to that, Mr. Montgomery has held management positions with Con
Agra, McCain and Sara Lee.

Peter R. Call became a Director of the Company in August 2002. He also serves
as a director of Pro-Fac and has served in such capacity since 2000. He
produces vegetables in Batavia, New York (My-T Acres, Inc. has been a member of
Pro-Fac since 1961).

Stephen P. Donovan, Jr. became a director of the Company in August 2003. Mr.
Donovan was employed with the Procter and Gamble Company for more than 30
years, holding a wide range of executive positions, most recently President,
Global Beverage and North American Food & Beverage. Mr. Donovan is currently a
director of Consolidated Container Corp. and also a past director of Remington
Products Company, L.L.C.

David M. Hooper became a director of the Company in August 2002. Mr. Hooper is
a Managing Director of Vestar Capital Partners, an investment firm and
affiliate of Vestar Capital Partners IV, L.P., the sole member of
Vestar/Agrilink Holdings ("Vestar Capital Partners"). Mr. Hooper joined Vestar
in 1994.

Robert W. Maier became a director of the Company in January 2005. Mr. Maier is
past President, Chairman and CEO of California & Washington Company. Mr. Maier
is also a director of Boys & Girls Club of San Francisco and the Wine and Food
Society of San Francisco as well as a past Chairman of both organizations. On
August 29, 2005 Birds Eye Foods accepted the resignation of Mr. Robert W. Maier
from the Board of Directors.

Kevin A. Mundt became a director of the Company in November 2003. He joined
Vestar Capital Partners as a Managing Director in 2004. Prior to joining
Vestar, Mr. Mundt spent 24 years in management consulting, including various
management positions with Mercer Oliver Wyman and its predecessors. Mr. Mundt
is currently a director of Gold Toe Corp., FL Selenia, Spa, Sunrise Medical,
Inc. and Telephone and Data Systems, Inc.

Daniel S. O'Connell became a director of the Company in August 2002. Mr.
O'Connell is the Chief Executive Officer and founder of Vestar Capital
Partners. Mr. O'Connell is also a director of Gold Toe Corp., FL Selenia, Spa,
Solo Cup Company, Inc., Sunrise Medical, Inc., and St. John Knits Co., Inc.,
companies in which Vestar or its affiliates have a significant equity interest.


                                       66




<PAGE>

Gregg A. Ostrander became a director of the Company in October 2002. Mr.
Ostrander has been the Chairman, President, and Chief Executive Officer of
Michael Foods, Inc. since 1994. Mr. Ostrander is a director of Michael Foods,
Inc. and Arctic Cat Inc.

Allan W. Overhiser became a director of the Company in May 2004. He also serves
as a director of Pro-Fac and has served in such capacity since 1994. He
produces fruit in South Haven, Michigan (A.W. Overhiser Orchards has been a
member of Pro-Fac since 1984).

Brian K. Ratzan became a director of the Company in August 2002. Mr. Ratzan is
a Managing Director of Vestar Capital Partners. Mr. Ratzan joined Vestar in
1998. Previously, he was a Vice President at Trace International Holdings,
Inc., a private investment firm. Prior to that, he was a member of the
Corporate Finance Group at Donaldson, Lufkin & Jenrette.

Patrick W. Rose became a director of the Company in February 2003. Mr. Rose
currently serves as a director of International House of Pancakes, Inc. and
Riviana Foods, Inc. Mr. Rose served as Chairman of the Board, President, and
Chief Executive Officer of Van Camp Seafoods, Inc. from 1993 to 1997 and
Chairman of the Board, President, and Chief Executive Officer of Bumble Bee
Seafoods, Inc. from 1984 to 1989.

David B. Vermylen became a director of the Company in February 2003. Most
recently, from 1996 to 2002, he was with the Keebler Company, serving as its
President and Chief Executive Officer during 2001 to 2002. In 1995 he was
Chairman, President, and Chief Executive Officer of Brother's Gourmet Coffee.
Prior to that he spent 20 years in the food industry, 14 years with General
Foods in a variety of brand management positions. Mr. Vermylen is also on the
board of Aeropostale (ARO), a specialty retailer of value priced, casual
clothing and accessories targeted at teenagers.

Involvement in Certain Legal Proceedings: Neil Harrison was previously Chairman
and Chief Executive Officer of Atkins Nutritionals, Inc. from February 2005 to
June 2005. On July 31, 2005, Atkins Nutritionals Inc. filed a petition under
the federal Bankruptcy laws.

Code of Ethics: Birds Eye Foods currently maintains a Code of Ethics Policy for
all exempt employees including the Principal Executive Officer and Principal
Financial Officer. The Company intends to file a Form 8-K for any amendments to
or waivers from its Code of Ethics Policy (to the extent applicable to the
Company's Principal Executive Officer and Principal Financial Officer).

The Code of Ethics Policy was filed as an exhibit to Birds Eye Foods fiscal
2004 Form 10-K Equivalent.

Audit Committee Financial Expert: The Company is not an "Issuer" as such term
is defined in Section 7201 of the Sarbanes-Oxley Act of 2002 and therefore the
Company believes that its Audit Committee is not required to have at least one
member that is a financial expert.

ITEM 11. EXECUTIVE COMPENSATION

The following table shows for each of the fiscal years ended June 25, 2005,
June 26, 2004 and June 28, 2003 the annual compensation paid to or earned by
(i) Birds Eye Foods' Chief Executive Officer and (ii) the four other most highly
compensated individuals (based on total salary and bonus for the last completed
fiscal year) who were serving as executive officers at the end of the fiscal
year ended June 25, 2005. These individuals are referred to as the "Named
Executive Officers."


                                       67




<PAGE>

Executive Compensation
Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                Annual
                                                                            Compensation(1)          All           401(k)
                                                                          -------------------       Other         Matching
Name and Principal Position                                        Year    Salary    Bonus(2)   Compensation   Contributions
---------------------------                                        ----   --------   --------   ------------   -------------
<S>                                                                <C>    <C>        <C>           <C>            <C>
Dennis M. Mullen(7)                                                2005   $625,988   $      0      $     0        $10,930
   Chairman of the Board, President, and Chief Executive Officer   2004   $600,000   $220,000      $     0        $10,500
                                                                   2003   $600,000   $250,000      $     0        $ 9,423

Earl L. Powers                                                     2005   $329,994   $      0      $     0        $ 9,625
   Executive Vice President and Chief Financial Officer and        2004   $316,473   $110,000      $     0        $ 9,261
   Secretary                                                       2003   $315,250   $120,000      $     0        $ 7,491

David E. Hogberg(3)                                                2005   $314,994   $      0      $     0        $10,481
   Executive Vice President - Marketing, and                       2004   $301,244   $120,000      $19,177(4)     $ 6,037
   Business Development                                            2003   $174,231   $165,000      $37,965(4)     $     0

Carl W. Caughran                                                   2005   $284,994   $      0      $     0        $10,091
   Executive Vice President - Operations                           2004   $264,100   $130,000      $32,716(5)     $ 9,001
                                                                   2003   $250,000   $131,350      $     0        $ 6,649

Robert G. Montgomery(6)                                            2005   $243,700   $      0      $     0        $ 4,246
   Senior Vice President - Retail Sales                            2004   $187,535   $ 70,000      $     0        $     0
                                                                   2003   $      0   $      0      $     0        $     0
</TABLE>

(1)  No Named Executive Officer has received perquisites and other personal
     benefits, securities or property during the period in excess (in the
     aggregate) of the lesser of $50,000 or 10 percent of the annual salary and
     bonus reported for the Named Executive Officer.

(2)  Pursuant to the Management Incentive Plan of the Company (the "Incentive
     Plan"), additional compensation is paid if justified by the activities of
     the officers and employees eligible under the Incentive Plan and by the
     earnings of the Company. Performance targets are established annually by
     the Company's Executive Committee.

(3)  Mr. David Hogberg joined the Company on November 1, 2002.

(4)  Mr. Hogberg's relocation expenses of $19,177 and $37,965 were paid during
     fiscal 2004 and 2003, respectively, pursuant to the Company's relocation
     policy.

(5)  Mr. Caughran's relocation expenses of $32,716 were paid during fiscal 2004
     pursuant to the Company's relocation policy.

(6)  Mr. Montgomery joined the Company on September 9, 2003.

(7)  Mr. Mullen stepped down as Chairman of the Board, President and Chief
     Executive Officer effective September 7, 2005. Mr. Mullen will continue as
     the Company's Principal Executive Officer until September 30, 2005.


                                       68




<PAGE>

Retirement Plans: The Company's Master Salaried Retirement Plan (the "Pension
Plan") provided defined retirement benefits for its officers and all salaried
exempt and non-exempt personnel. This plan was amended to freeze benefit
accruals effective September 2001. Participants who, on that date, were
actively employed and had attained the age of 40, completed five years of
vesting service, and whose sum of age and vesting service was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 2001, but in no event beyond September
2006.

For retirement before age 65, the annual benefits are reduced by an amount for
each year prior to age 65 at which such retirement occurs so that if retirement
occurs at age 55, the benefits are 70 percent of those payable at age 65.

The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's Master Salaried Retirement Plan under the career average base pay
formula, but for changes required under the 1986 Tax Reform Act and the
compensation limitation under Section 401(a)(17) of the Internal Revenue Code,
which was $150,000 on January 1, 1994, having been revised in the 1992 Omnibus
Budget Reform Act. In September 2001, the Company made the decision to freeze
benefits in the same manner as described for the Master Salaried Retirement
Plan.

In fiscal 2001, the Company adopted a non-tax qualified Supplemental Executive
Retirement Plan ("SERP") which provides additional retirement benefits to
Dennis M. Mullen. The Company has not pre-funded this liability at June 25,
2005. The projected and accumulated benefit obligation under the plan at June
25, 2005 was $3.1 million. The Company is currently finalizing the definitive
terms of Mr. Mullen's departure, including the impact to this agreement.

The following table shows the estimated pension benefits payable to a covered
participant, at age 65, at the specified final average pay, and years of
credited service levels under the Company's Master Salaried Retirement Plan and
the Excess Benefit Retirement Plan.

                               Pension Plan Table

<TABLE>
<CAPTION>
                           Years of Plan Participation
   Final      ---------------------------------------------------
Average Pay      15        20         25         30         35
-----------   -------   --------   --------   --------   --------
<S>           <C>       <C>        <C>        <C>        <C>
 $125,000     $21,563   $ 28,750   $ 35,938   $ 43,125   $ 50,313
  150,000      25,875     34,500     43,125     51,750     60,375
  175,000      30,188     40,250     50,313     60,375     70,438
  200,000      34,500     46,000     57,500     69,000     80,500
  225,000      38,813     51,750     64,688     77,625     90,563
  250,000      43,125     57,500     71,875     86,250    100,625
  275,000      47,438     63,250     79,063     94,875    110,688
  300,000      51,750     69,000     86,250    103,500    120,750
  325,000      56,063     74,750     93,438    112,125    130,813
  350,000      60,375     80,500    100,625    120,750    140,875
  375,000      64,688     86,250    107,813    129,375    150,938
  400,000      69,000     92,000    115,000    138,000    161,000
  425,000      73,313     97,750    122,188    146,625    171,063
  450,000      77,625    103,500    129,375    155,250    181,125
  475,000      81,938    109,250    136,563    163,875    191,188
  500,000      86,250    115,000    143,750    172,500    201,250
</TABLE>

The estimated pension benefits are calculated based on straight-line annuity
amounts and are not subject to any deduction for Social Security or other
offset amounts.

The approximate number of years of Plan participation under the Company's
Pension Plan as of June 25, 2005, of the Named Executive Officers listed in the
Summary Compensation Table are as follows: Dennis M. Mullen-15, Earl L.
Powers-13 and Carl W. Caughran-8. Mr. Hogberg and Mr. Montgomery joined the
Company after the Pension Plan was frozen and therefore have no years of Plan
participation. The compensation upon which the pension benefits are determined
is included in the salary and bonus columns of the "Summary Compensation
Table."

In addition, Birds Eye Foods also maintains a Non- Qualified 401(k) Plan in
which the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code.

Employment Contracts, Termination of Employment, and Change-in-Control
Arrangements:


                                       69




<PAGE>



The Company entered into an Employment Agreement (the "Agreement") with Mr.
Harrison dated September 2, 2005. The Agreement states that Mr. Harrison's
annual base salary will be at least $600,000, and will be reviewed for
increases periodically in accordance with Company policy, but cannot be
decreased. Mr. Harrison will receive a guaranteed bonus for the Company's
fiscal year ending June 24, 2006 of $350,000, pro-rated for his employment
during the Company's 2006 fiscal year.

The Agreement further states that Mr. Harrison's targeted annual bonus will be
no less than $350,000, and that he is eligible for a bonus of at least $400,000
upon the achievement of "Superior Bonus Criteria" as defined by the Board of
Directors. In addition to the established benefit plans of the Company, Mr.
Harrison will be provided with a term life insurance policy of up to
$1,500,000, provided, however that the total cost of such insurance is no more
than $12,000 per year. Mr. Harrison will also be provided with assistance for
his relocation to Rochester, New York.

The Agreement states that Mr. Harrison's Employment Period will commence on
September 8, 2005 continuing for four years, but will automatically renew for
additional one-year terms unless an advance notice of non-renewal is provided
by either party to the other at least 90 days prior to the expiration of the
Employment Period, (such period, the "Employment Period"). The Agreement
provides that, in general, for two years following the termination of his
employment, Mr. Harrison will not compete in the frozen vegetable, frozen
fruit, frozen skillet meal or the fruit or pie filling lines of business of the
Company or any line of business (other than those currently engaged in by the
Company) that accounts for 10% or more of the revenues or net operating cash
flows of the Company any time during the Employment Period. In addition, the
Agreement provides that for one year following termination, Mr. Harrison will
not solicit for employment any of the employees of the Company.

The employment agreement provides for termination and severance benefits equal
to two years of Mr. Harrison's base salary and bonus (defined as the bonus paid
to him for the preceding fiscal year and if in fiscal 2006, $350,000), and
benefit continuation, if, during his Employment Period with the Company, Mr.
Harrison's employment is terminated by the Company without cause or a voluntary
termination by Mr. Harrison for "Good Reason" (generally defined as a material
breach in the terms of the Agreement by the Company or a material change in Mr.
Harrison's employment circumstances by the Company).

In the event that any of the termination benefits that would be paid to Mr.
Harrison would constitute a "parachute payment" within the meaning of Section
280G of the Internal Revenue Code of 1986, such payment or benefits payable to
him will be reduced to the extent necessary so that no portion of such payments
or benefits shall be subject to the excise tax imposed by Section 4999 of the
Code, provided, however that such reduction shall only be made if, by reason of
such reduction, Mr. Harrison's net after tax benefit shall exceed the net after
tax benefit if such reduction were not made.

Mr. Mullen and the Company are parties to a Salary Continuation Agreement dated
August 22, 2001. Pursuant to the terms of the Salary Continuation Agreement,
Mr. Mullen's salary was determined annually by the Board of Directors. He was
also eligible to participate in the Company's Incentive Plan and was entitled to
receive health insurance, disability insurance and all other employee benefits
consistent with the Company's employee benefit policies for executives as
determined from time to time by the Board of Directors. The Company is currently
finalizing the definitive terms of Mr. Mullen's departure.

Birds Eye Foods is obligated to pay Mr. Mullen his "Salary" (as defined in the
Salary Continuation Agreement) for a period of 24 months following termination.
Mr. Mullen's Salary Continuation Agreement contains provisions relating to non
competition if he is receiving, or may be entitled to receive, a benefit under
the agreement. The Company anticipates that, in connection with the payments and
benefits it will provide to Mr. Mullen, the Company will recognize a charge to
earnings of approximately $4.0 million during the first quarter of fiscal 2006.

Directors' Compensation: Effective as of August 19, 2002 (the Closing Date of
the Transaction), directors serving on Birds Eye Foods' Board of Directors who
are employees of Vestar Capital Partners and the Management Director are not
entitled to an annual retainer. All other directors are paid an annual retainer
of $14,000 each, $3,500 for each board meeting attended in person, and $1,000
for each subcommittee meeting attended. All directors receive reimbursement for
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board.


                                       70




<PAGE>

Compensation Committee Interlocks and Insider Participation: For fiscal 2005,
the members of the Compensation Committee of the Board of Directors were Mr.
Daniel O'Connell, Mr. David Hooper and Mr. Peter Call.

Neither Mr. O'Connell, Mr. Hooper, nor Mr. Call is an officer or employee, or
former officer or employee of Birds Eye Foods or any of its subsidiaries. Mr.
Hooper is a Managing Director of Vestar Capital Partners and Mr. O'Connell is
the Chief Executive Officer and founder of Vestar Capital Partners. Vestar
Capital Partners provides advisory and consulting services to Holdings, Inc. and
Birds Eye Foods. Mr. Call is also a director and member-grower of Pro-Fac.
During fiscal 2005, Mr. Call received payments indirectly from Birds Eye Foods
through Pro-Fac in consideration for crops delivered by them (or by entities
owned or controlled by them) to Pro-Fac, which were subsequently sold to Birds
Eye Foods, and directly from Birds Eye Foods for harvesting and hauling services
provided and crops delivered by them (or by entities owned or controlled by
them) to Birds Eye Foods. During fiscal 2005, Mr. Call received $3.6 million in
consideration for crop deliveries and harvesting and hauling services.

No interlocking relationship exists between the members of Birds Eye Foods Board
or Compensation Committee and the board of directors or compensation committee
of any other company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
     RELATED STOCKHOLDER MATTERS

Birds Eye Foods is a wholly-owned subsidiary of Holdings, Inc., a corporation
wholly-owned by Holdings LLC, whose members include affiliates of Vestar,
Pro-Fac, and certain members of management.

On September 1, 2005, Birds Eye Foods had 11,000 shares of common stock issued
and outstanding, all of which were owned by Holdings, Inc., a wholly-owned
subsidiary of Holdings LLC. On September 1, 2005, Holdings LLC had issued and
outstanding 1,006 preferred units, 443,878 Class A common units, 321,429 Class B
common units, 15,122 Class C common units, 13,658 Class D common units, and
2,790 Class E common units.

The Class A common units entitle the owner thereof to two votes for each Class A
common unit held. All other Holdings LLC common units entitle the holder(s)
thereof to one vote for each common unit held. The preferred units are generally
nonvoting, unless otherwise required by law or under the Limited Liability
Company Agreement. For a description of the Limited Liability Company Agreement,
see the discussion below under the heading "Certain Relationships and Related
Transactions."

The following table sets forth information regarding the beneficial ownership
(through their ownership of equity securities of Holdings LLC) as of September
1, 2005, of (i) each person or entity (including any group) who is known by
Birds Eye Foods to own beneficially more than 5 percent of Birds Eye Foods'
common stock and (ii) each director, the Chief Executive Officer and each other
executive officer included in the Summary Compensation Table, and all directors
and current executive officers as a group, as to each class of equity securities
of Birds Eye Foods.

To the Company's knowledge, all voting securities are subject to the named
person's sole voting and investment power except where otherwise indicated.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission and generally includes voting or investment power with
respect to securities.


                                       71




<PAGE>

                          SECURITIES BENEFICIALLY OWNED

<TABLE>
<CAPTION>
                                        Common Units Class                     % of Class
                              -------------------------------------  -------------------------------  Preferred   % of
                                 A        B       C      D      E      A      B      C     D     E      Units    Class
                              -------  -------  -----  -----  -----  -----  -----  ----  ----  -----  ---------  -----
<S>                           <C>      <C>      <C>    <C>    <C>    <C>    <C>    <C>   <C>   <C>      <C>       <C>
PRINCIPAL SECURITY-
   HOLDERS:
Vestar Associates IV,         443,878       --     --     --     --  100.0%    --    --    --     --    1,000     99.4%
   L.P.(1)

Pro-Fac Cooperative, Inc.(2)       --  321,429     --     --     --     --  100.0%   --    --     --       --       --

DIRECTORS AND
   EXECUTIVE OFFICERS
Dennis M. Mullen(3)(7)             --       --  1,475  4,790     --     --     --   9.8% 35.1%    --       --       --
Earl Powers(3)                     --       --    751  1,423     --     --     --   5.0% 10.4%    --       --       --
David Hogberg(3)                   --       --    707  1,298     --     --     --   4.7%  9.5%    --       --       --
Carl W. Caughran(3)                --       --    590  1,750     --     --     --   3.9% 12.8%    --       --       --
Robert G. Montgomery               --       --    492    398     --     --     --   3.3%  2.9%    --       --       --
Peter R. Call                      --       --     --     --     --     --     --    --    --     --       --       --
Stephen P. Donovan, Jr.            --       --     --     --    634     --     --    --    --   22.7%     1.4       *
David M. Hooper(4)                 --       --     --     --     --     --     --    --    --     --       --       --
Kevin A. Mundt                     --       --     --     --    507     --     --    --    --   18.2%     1.1       *
Daniel S. O'Connell(5)             --       --     --     --     --     --     --    --    --     --       --       --
Gregg A. Ostrander                 --       --     --     --    507     --     --    --    --   18.2%     1.1       *
Allan W. Overhiser                 --       --     --     --     --     --     --    --    --     --       --       --
Brian K. Ratzan(6)                 --       --     --     --     --     --     --    --    --     --       --       --
Patrick W. Rose                    --       --     --     --    634     --     --    --    --   22.7%     1.4       *
David B. Vermylen                  --       --     --     --    507     --     --    --    --   18.2%     1.1       *

All directors and officers
   as a group (15 persons)         --       --  4,015  9,659  2,790     --     --  26.7% 70.7% 100.0%       6       *
</TABLE>

----------
*    Less than 1%.

(1) Amount of beneficial ownership includes, Class A common units and preferred
units owned by Vestar/Agrilink Holdings LLC, Vestar/Agrilink Associates Holdings
LLC, Vestar/Agrilink Associates II Holdings LLC and Randolph Street Partners V.
Vestar Associates IV, L.P. is the sole general partner of Vestar Capital
Partners IV, L.P., which is the sole member and manager of Vestar/Agrilink
Holdings LLC. Vestar Associates IV, L.P. is also the sole manager of
Vestar/Agrilink Associates Holdings LLC and Vestar/Agrilink Associates II
Holdings LLC. Randolph Street Partners V has delivered its voting proxy to
Vestar Associates IV, L.P. with respect to the Class common units and preferred
units owned by it. The general partner of Vestar Associates IV, L.P. is Vestar
Associates Corporation IV ("VAC-IV"). As such, VAC-IV has sole voting and
dispositive power over the units owned by Vestar/Agrilink Holdings LLC,
Vestar/Agrilink Associates Holdings LLC and Vestar/Agrilink Associates II
Holdings, and has sole voting power and shared dispositive power over the units
owned by Randolph Street Partners V. The address for Vestar Associates IV, L.P.
is c/o Vestar Capital Partners, 245 Park Avenue, 41st Floor, New York, New York
10167.

(2) The address for Pro-Fac Cooperative, Inc. is 350 Linden Oaks, PO Box 30682,
Rochester, New York 14603-0682.

(3) The address for each of the Named Executive Officers is c/o Birds Eye Foods,
Inc., 90 Linden Oaks, PO Box 20670, Rochester, NY 14602-0670.

(4) Mr. Hooper is a Managing Director of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 over the
securities beneficially owned by Vestar Associates IV, L.P. Mr. Hooper disclaims
beneficial ownership of the securities beneficially owned by Vestar Associates
IV, L.P., except to the extent of his pecuniary interest therein.

(5) Mr. O'Connell is a Managing Director of VAC-IV. Individually, no
stockholder, director or officer of VAC-IV has or shares voting or dispositive
power within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934
over the securities beneficially owned by Vestar Associates IV, L.P. Mr.
O'Connell disclaims beneficial ownership of the securities beneficially owned by
Vestar Associates IV, L.P., except to the extent of his pecuniary interest
therein.

(6) Mr. Ratzan is a Managing Director of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 over the
securities beneficially owned by Vestar Associates IV, L.P. Mr. Ratzan disclaims
beneficial ownership of the securities beneficially owned by Vestar Associates
IV, L.P., except to the extent of his pecuniary interest therein.

(7) Mr. Mullen stepped down as Chairman, President and Chief Executive Officer
effective September 7, 2005. Mr. Mullen will continue as the Company's Principal
Executive Officer until September 30, 2005. The Company is currently finalizing
the definitive terms of Mr. Mullen's departure.


                                       72




<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN AGREEMENTS RELATING TO THE TRANSACTION

As part of the August 19, 2002 Transaction, Birds Eye Foods entered into various
agreements, with others, that govern the business relationship between Birds Eye
Foods and Pro-Fac - the Amended and Restated Marketing and Facilitation
Agreement, the Termination Agreement, the Transitional Services Agreement and
the Credit Facility. The respective ownership rights in Holdings LLC are set out
in the Securityholders Agreement and the Limited Liability Company Agreement.
See NOTE 3 to the "Notes to Consolidated Financial Statements" for a discussion
of the Amended and Restated Marketing and Facilitation Agreement, the
Termination Agreement, the Transitional Services Agreement and the Credit
Facility, which discussion is incorporated into this Item 13. A discussion of
the Securityholders Agreement and the Limited Liability Company Agreement can be
found below.

Securityholders Agreement: Holdings LLC, Pro-Fac and Vestar, together with
others, including officers of Birds Eye Foods (the "Management Investors"),
entered into a securityholders agreement dated August 19, 2002 (and as amended
from time to time, the "Securityholders Agreement") containing terms and
conditions relating to the transfer of membership interests in and the
management of Holdings LLC. Among other things, the Securityholders Agreement
includes a voting agreement pursuant to which the holders of common units agree
to vote their common units and to take any other action necessary to cause the
authorized number of members or directors for each of the respective management
committees or boards of directors of Holdings LLC, Holdings, Inc. and Birds Eye
Foods and to elect or cause to be elected to the respective management
committees or boards of directors of Holdings LLC, Holdings Inc and Birds Eye
Foods a specified number of directors designated by Vestar (the "Vestar
Directors"), a specified number of directors designated by Pro-Fac (the "Pro-Fac
Directors"), one director who shall be the Chief Executive Officer of Birds Eye
Foods (the "Management Director") and a specified number of directors designated
by Vestar who shall be independent of Holdings LLC, it's subsidiaries'
management (including Birds Eye Foods) and Vestar (the "Independent Directors").
The Vestar Directors constitute a majority of the directors of Birds Eye Foods.
The Securityholders Agreement further prescribes a minimum and maximum number of
Directors of Birds Eye Foods.

The voting agreement further provides, that the holders of common units shall
vote their common units as directed by Vestar with respect to the approval of
any amendment(s) to the Limited Liability Company Agreement, the merger, unit
exchange, combination or consolidation of Holdings LLC, the sale, lease or
exchange of all or substantially all of the property and assets of Holdings LLC
and its subsidiaries, including Birds Eye Foods, and the reorganization,
recapitalization, liquidation, dissolution, or winding-up of Holdings LLC,
provided such action is not inconsistent with the Limited Liability Company
Agreement or the Securityholders Agreement and further provided such action
shall not have a material adverse effect on a unit holder that would be borne
disproportionately by such unit holder.

The Securityholders Agreement also provides:

o    Pro-Fac and the Management Investors with "tag-along" rights in connection
     with certain transfers of Holdings LLC units by Vestar;

o    Vestar with rights, "take-along" rights, to require Pro-Fac and Management
     Investors to consent to a proposed sale of Holdings LLC; and

o    Pro-Fac and Vestar with demand registration rights, in securities of a
     subsidiary of Holdings LLC, including Birds Eye Foods, which are acquired
     by them through a distribution by Holdings LLC of such securities in
     exchange for their respective units in Holdings LLC, such distributed
     securities being "Registrable Securities", and other unit holders,
     including Management Investors with incidental registration rights in the
     Registrable Securities owned by such unit holders.

The Securityholders Agreement provides Pro-Fac and the Management Investors
certain pre-emptive rights with respect to new securities of Holdings LLC or any
of its subsidiaries proposed to be issued to Vestar or any affiliate of Vestar.
Further, Vestar has the right to modify the Securityholders Agreement without
the consent of Pro-Fac, the Management Investors or any other unit holder if the
amendment cannot reasonably be expected to have a material adverse effect on a
unit holder that would be borne disproportionately by such unit holder or the
amendment does not adversely affect any unit holder of Holdings LLC in any
material respect and it is in connection with a change that cures any ambiguity
or corrects or supplements a provision of the Securityholders Agreement.

Limited Liability Company Agreement of Birds Eye Holdings LLC: Pro-Fac and
Vestar, together with others, are parties to a limited liability company
agreement dated August 19, 2002 (the "Limited Liability Company Agreement") that
contains terms and conditions relating to the management of Holdings LLC and its
subsidiaries (including Birds Eye Foods), the distribution of profits and losses
and the rights and limitations of members of Holdings LLC.


                                       73




<PAGE>

Management Agreement: Birds Eye Foods, Holdings, Inc. and Vestar Capital
Partners entered into a management agreement dated as of August 19, 2002 (the
"Management Agreement") pursuant to which Vestar Capital Partners, an investment
firm and affiliate of Vestar Capital Partners IV, L.P., a Delaware limited
partnership and the sole member of Vestar/Agrilink Holdings ("Vestar Capital
Partners"), will provide advisory and consulting services to Holdings, Inc. and
Birds Eye Foods. In consideration for such services, Holdings, Inc. and Birds
Eye Foods will, jointly and severally, pay Vestar Capital Partners an annual
management fee equal to the greater of $1.0 million or 0.7 percent of Birds Eye
Foods' earnings, before interest, tax, depreciation and amortization.

The Management Agreement does not include investment banking or other financial
advisory services in connection with acquisitions, divestitures, refinancings,
or restructurings. In fiscal 2005, Birds Eye Foods paid $0.5 million to Vestar
Capital Partners for services rendered by Vestar in relation to Birds Eye Foods,
Inc.'s acquisition of California and Washington Company. In addition, on the
closing of the August 19, 2002 Transaction, Birds Eye Foods and Holdings LLC,
jointly paid to Vestar Capital Partners a transaction fee equal to $8.0 million
plus all of the out-of-pocket expenses incurred by Vestar Capital Partners in
connection with the Transaction.

The foregoing description of agreements is only a summary and reference is made
to those agreements, copies of which are filed as exhibits to this Form 10-K
Equivalent although included in the exhibit index to this report have been
previously filed by Birds Eye Foods with the SEC. Each statement is qualified in
its entirety by such reference.

Purchase of Crops From Pro-Fac: Pro-Fac delivers crops grown by its members to
Birds Eye Foods for processing and marketing. Pro-Fac members sell crops grown
by its members pursuant to general marketing agreements between Pro-Fac and its
members. Pro-Fac, in turn, sells those crops to Birds Eye Foods.

Mr. Peter Call and Mr. Overhiser served on both Pro-Fac's and Birds Eye Foods'
Board of Directors during fiscal 2005. Each of Messrs. Call and Overhiser are
also member-growers of Pro-Fac. These Birds Eye Foods directors receive payments
indirectly from Birds Eye Foods through Pro-Fac in consideration for crops
delivered by them to Pro-Fac, which are subsequently sold to Birds Eye Foods. In
addition, Messrs. Overhiser and Call received payments directly from Birds Eye
Foods during fiscal 2005 for harvesting and hauling services provided and crops
delivered by them (or by entities owned or controlled by them) to Birds Eye
Foods.

During fiscal year 2005, the following directors of Birds Eye Foods, directly or
indirectly through entities owned or controlled by such directors, received
payments from Birds Eye Foods, either indirectly through Pro-Fac for crops or
directly from Birds Eye Foods for crops, harvesting and hauling services:

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                             RELATIONSHIP TO                         GROSS PURCHASES
        NAME                             PRO-FAC/BIRDS EYE FOODS                    FISCAL YEAR 2005
--------------------   ----------------------------------------------------------   ----------------
<S>                    <C>                                                               <C>
Peter R. Call.......   Director(Birds Eye Foods & Pro-Fac) and President(Pro-Fac)        $3,583
Allan W. Overhiser..   Director(Birds Eye Foods & Pro-Fac)                               $  119
</TABLE>

----------
Mr. Overhiser and Mr. Call are the current "Pro-Fac Directors" pursuant to the
Securityholders Agreement.

                   DIRECTORS AND OFFICERS LIABILITY INSURANCE

As authorized by Delaware law and in accordance with the policy of that state,
the Company has obtained insurance from Axis Surplus Insurance Company and Great
American Insurance Company insuring the Company against any obligation it incurs
as a result of its indemnification of its officers and directors, and insuring
such officers and directors for liability against which they may not be
indemnified by the Company. This insurance has a term expiring on August 19,
2006 at an annual cost of approximately $122,000. As of this date, no sums have
been paid to any officers or directors of the Company under this indemnification
insurance contract.


                                       74




<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte & Touche LLP is the Company's independent auditor. The following table
sets forth the aggregate fees billed to the Company for the fiscal years ended
June 25, 2005 and June 26, 2004 by Deloitte & Touche LLP:

<TABLE>
<CAPTION>
                       2005       2004
                     --------   --------
<S>                  <C>        <C>
Audit Fees           $250,000   $238,123
Audit-Related Fees     23,400     14,750
Tax Fees              365,174     12,830
All Other Fees        307,026         --
                     --------   --------
Total                $945,600   $265,703
                     ========   ========
</TABLE>

Audit Fees: These are fees for professional services rendered for the audit of
the Company's consolidated annual financial statements, review of the
consolidated financial statements included in the Company's quarterly reports on
Form 10-Q Equivalent, and the audit of Holdings LLC and Holdings Inc. annual
financial statements.

Audit-Related Fees: These are fees for employee benefit plan audits.

Tax Fees: These are fees for professional services rendered regarding tax
compliance, tax advice or tax planning.

All Other Fees: These are fees for services provided by our independent
accountant primarily for due diligence and other services related to the
acquisition of C&W. The Company did not pay Deloitte & Touche LLP fees for any
other services during fiscal 2004.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted policies and procedures relating to the approval
of all audit and non-audit services that are to be performed by the Company's
independent auditor. This policy generally provides that the Company will not
engage our independent auditor to render audit or non-audit services unless the
service is specifically approved in advance by the Audit Committee or the
engagement is entered into pursuant to one of the pre-approval procedures
described below.

From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided by the Company's independent auditor
during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also generally
subject to a maximum dollar amount.

The Audit Committee has also delegated to the chairman of the Audit Committee
the authority to approve any audit or non-audit services to be provided by the
Company's independent auditor. Any approval of services by the Audit Committee
chairman pursuant to this delegated authority is reported on at the next meeting
of the Audit Committee. All services provided by Deloitte & Touche LLP in the
fiscal year ended June 25, 2005 were pre-approved by the Audit Committee or
chairman of the Audit Committee as so delegated.


                                       75




<PAGE>

                                    PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)(1) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         INDEX TO FINANCIAL STATEMENTS

The Following Appear in ITEM 8 of This Report

<TABLE>
<CAPTION>
ITEM                                                                                                               Page
----                                                                                                               ----
<S>                                                                                                                 <C>
Birds Eye Foods, Inc. and Consolidated Subsidiaries:

   Report of Independent Registered Public Accounting Firm......................................................    26
   Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income for the
      years ended June 25, 2005 and June 26, 2004, and the periods August 19, 2002 to June 28, 2003
      and June 30, 2002 to August 18, 2002......................................................................    27
   Consolidated Balance Sheets at June 25, 2005 and June 26, 2004...............................................    28
   Consolidated Statements of Cash Flows for the years ended June 25, 2005 and June 26, 2004, and the periods
      August 19, 2002 to June 28, 2003 and June 30, 2002 to August 18, 2002.....................................    29
Notes to Consolidated Financial Statements......................................................................    30
Schedule II - Valuation and Qualifying Accounts.................................................................    77
</TABLE>


                                       76




<PAGE>

     (2)  The following additional financial data are set forth herein:

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                    SCHEDULE II

Birds Eye Foods, Inc. and subsidiaries
Valuation and Qualifying Accounts
For the Three Fiscal Years Ended June 25, 2005

<TABLE>
<CAPTION>
                                                        Fiscal Year Ended
                                          ---------------------------------------------
                                             Successor       Successor      Successor
                                          June 25, 2005   June 26, 2004   June 28, 2003
                                          -------------   -------------   -------------
<S>                                        <C>             <C>             <C>
Allowance for doubtful accounts
   Balance at beginning of period          $   993,000     $   978,000     $   731,000
   Additions charged to expense                265,000         298,000         570,000
   Deductions                                 (345,000)       (283,000)       (323,000)
   Increase due to acquisition of C&W**        210,000               0               0
                                           -----------     -----------     -----------
   Balance at end of period                $ 1,123,000     $   993,000     $   978,000
                                           ===========     ===========     ===========

Tax valuation allowance*
   Balance at beginning of period          $18,873,000     $16,293,000     $14,540,000
   Net change                                  336,000       2,580,000       1,753,000
                                           -----------     -----------     -----------
Balance at end of period                   $19,209,000     $18,873,000     $16,293,000
                                           ===========     ===========     ===========
</TABLE>

*    See further discussion regarding tax matters at NOTE 11 to the "Notes to
     Consolidated Financial Statements."

**   See NOTE 4 to the "Notes to Consolidated Financial Statements" for
     additional disclosures regarding the acquisition of C&W.

Schedules other than those listed above are omitted because they are either not
applicable or not required, or the required information is shown in the
financial statements or the notes thereto.

     (3)  The exhibits listed in the accompanying Exhibit Index are filed or
          incorporated by reference as part of this Form 10-K Equivalent.


                                       77




<PAGE>

                                   SIGNATURES

The Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       BIRDS EYE FOODS, INC.


Date: September 22, 2005               By: /s/        Earl L. Powers
                                           -------------------------------------
                                                      Earl L. Powers
                                               Executive Vice President and
                                           Chief Financial Officer and Secretary
                                               (Principal Financial Officer
                                             and Principal Accounting Officer)

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Earl L. Powers, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Form 10-K Equivalent and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.


                                       78




<PAGE>

This report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                                      TITLE                            DATE
           ---------                                      -----                            ----
<S>                                   <C>                                          <C>


/s/ Dennis M. Mullen                  Principal Executive Officer                  September 21, 2005
-----------------------------------
    (DENNIS M. MULLEN)



/s/ Peter R. Call                     Director                                     September 15, 2005
-----------------------------------
    (PETER R. CALL)


/s/ Stephen P. Donovan, Jr.           Director                                     September 16, 2005
-----------------------------------
    (STEPHEN P. DONOVAN, Jr.)


/s/ David M. Hooper                   Director                                     September 15, 2005
-----------------------------------
    (DAVID M. HOOPER)


/s/ Kevin A. Mundt                    Director                                     September 15, 2005
-----------------------------------
    (KEVIN A. MUNDT)


/s/ Daniel S. O'Connell               Director                                     September 15, 2005
-----------------------------------
    (DANIEL S. O'CONNELL)


/s/ Gregg A. Ostrander                Director                                     September 14, 2005
-----------------------------------
    (GREGG A. OSTRANDER)


/s/ Allan W. Overhiser                Director                                     September 19, 2005
-----------------------------------
    (ALLAN W. OVERHISER)


/s/ Brian K. Ratzan                   Director                                     September 15, 2005
-----------------------------------
    (BRIAN K. RATZAN)


/s/ Patrick W. Rose                   Director                                     September 22, 2005
-----------------------------------
    (PATRICK W. ROSE)


/s/ David B. Vermylen                 Director                                     September 15, 2005
-----------------------------------
    (DAVID B. VERMYLEN)


/s/ Earl L. Powers                    Executive Vice President and                 September 22, 2005
-----------------------------------   Chief Financial Officer and Secretary
    (EARL L. POWERS)                  (Principal Financial Officer and Principal
                                      Accounting Officer)
</TABLE>


                                       79




<PAGE>

                                  EXHIBIT INDEX

(b) EXHIBITS:

<TABLE>
<CAPTION>
Exhibit
 Number                                 Description
-------   ----------------------------------------------------------------------
<S>       <C>
   2.1    Unit Purchase Agreement, dated June 20, 2002, together with exhibits
          H, I, and L thereto (filed as Exhibit 2.1 to the Company's Form 8-K
          filed June 21, 2002, and incorporated herein by reference).

   2.2    Certificate of Merger of Agrilink Foods, Inc. and Agrilink Merger
          Corp. (filed as Exhibit 2.2 to the Company's Annual Report on Form
          10-K Equivalent for the fiscal year ended June 29, 2002 and
          incorporated herein by reference).

   3.1    Restated Certificate of Incorporation of Agrilink Merger Corp. (filed
          as Exhibit 3.1 to the Company's Annual Report on Form 10-K Equivalent
          for the fiscal year ended June 29, 2002 and incorporated herein by
          reference).

   3.2    Amendment of the Certificate of Incorporation of Agrilink Foods, Inc.
          (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
          Equivalent for the third quarter ended March 29, 2003 and incorporated
          herein by reference).

   3.3    Bylaws of Birds Eye Foods, Inc., as amended (filed as Exhibit 3.1 to
          the Company's Quarterly Report on Form 10-Q Equivalent for the third
          quarter ended March 27, 2004 and incorporated herein by reference).

   4.1    Indenture, dated as of November 18, 1998, between the Company, the
          Guarantors named therein and IBJ Schroder Bank & Trust Company, Inc.,
          as Trustee (filed as Exhibit 4.1 to the Company's Registration
          Statement on Form S-4 filed January 5, 1999 (Registration No.
          333-70143) and incorporated herein by reference).

   4.2    Form of 11 7/8 percent Senior Subordinated Notes due 2008 (filed as
          Exhibit B, to Exhibit 4.1 to the Company's Registration Statement on
          Form S-4 filed January 5, 1999 (Registration No. 333-70143) and
          incorporated herein by reference).

   4.3    First Supplemental Indenture (amending the Indenture referenced in
          Exhibit 4.1 herein) dated July 22, 2002 (filed as Exhibit 4.3 to the
          Company's Annual Report on Form 10-K Equivalent for the fiscal year
          ended June 29, 2002 and incorporated herein by reference).

   4.4    Second Supplemental Indenture (amending the Indenture referenced in
          Exhibit 4.1 herein) dated March 1, 2003 (filed as Exhibit 4.1 to the
          Company's Quarterly Report on Form 10-Q Equivalent for the third
          quarter ended March 29, 2003 and incorporated herein by reference).

  10.1    Amended and Restated Marketing and Facilitation Agreement dated August
          19, 2002 between Pro-Fac Cooperative, and Agrilink Foods, Inc. (filed
          as Exhibit 99.3 to the Company's Current Report on Form 8-K filed
          September 3, 2002 and incorporated herein by reference).

  10.2    Termination Agreement dated August 19, 2002 (filed as Exhibit 99.2 to
          the Company's Current Report on Form 8-K filed September 3, 2002 and
          incorporated herein by reference).

 *10.3    Supplemental Executive Retirement Plan, as amended (filed as Exhibit
          10.3 to the Company's Registration Statement on Form S-4 filed
          November 17, 1994 (Registration No. 33-56517) and incorporated herein
          by reference).

 *10.4    Birds Eye Foods Non-Qualified 401(k) Plan Effective January 1, 2004
          (filed as Exhibit 10.4 to the Company's Annual Report and Form 10-K
          Equivalent for the fiscal year ended June 26, 2004 and incorporated
          herein by reference).

 *10.5    Management Incentive Plan, as amended and restated, (filed herewith).
</TABLE>


                                       80




<PAGE>

                                  EXHIBIT INDEX

(b) EXHIBITS (Continued):

<TABLE>
<CAPTION>
Exhibit
 Number                                 Description
-------   ----------------------------------------------------------------------
<S>       <C>
  10.6    Raw Product Supply Agreement with Seneca Foods Corporation (filed as
          Exhibit 10.22 to the Company's Annual Report on Form 10-K for the
          fiscal year ended June 28, 1997 and incorporated herein by reference).

  10.7    Credit Agreement among the Company, Agrilink Holdings Inc., and
          JPMorgan Chase Bank and Bank of America, and the Lenders from time to
          time party hereto, dated as of August 19, 2002 (filed as Exhibit 10.10
          to the Company's Annual Report on Form 10-K Equivalent for the fiscal
          year ended June 29, 2002 and incorporated herein by reference).

  10.8    First Amendment and Consent, dated as of September 17, 2003, to the
          Credit Agreement among Birds Eye Foods, Inc., Birds Eye Holdings,
          Inc., the lenders and other agents from time to time party thereto,
          and JP Morgan Chase Bank (filed as Exhibit 10.1 to the Company's
          Quarterly Report on Form 10-Q Equivalent for the first fiscal quarter
          ended September 27, 2003 and incorporated herein by reference).

  10.9    Second Amendment and Consent, dated as of October 19, 2004, to the
          Credit Agreement among Birds Eye Foods, Inc., Birds Eye Holdings,
          Inc., the lenders and other agents from time to time party thereto and
          JPMorgan Chase Bank (filed as Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q Equivalent for the first quarter ended September
          25, 2004 and incorporated herein by reference).

 10.10    Third Amendment and Consent, dated as of May 18, 2005, to the Credit
          Agreement among Birds Eye Foods, Inc., Birds Eye Holdings, Inc,. the
          lenders and other agents from time to time party thereto, and JPMorgan
          Chase Bank (filed herewith).

 *10.11   Excess Benefit Retirement Plan, as amended (filed as Exhibit 10.27 to
          the Company's quarterly report on Form 10-Q for the second fiscal
          quarter ended December 23, 2000, and incorporated herein by
          reference).

 *10.12   Third Amendment to the Birds Eye Foods Excess Benefit Retirement Plan
          (filed herewith)

 *10.13   Supplemental Executive Retirement Agreement (filed as Exhibit 10.28 to
          the Company's quarterly report on Form 10-Q for the second fiscal
          quarter ended December 23, 2000, and incorporated herein by
          reference).

 *10.14   Amendment to the Supplemental Executive Retirement Agreement (filed as
          Exhibit 10.22 to the Company's Annual Report on Form 10-K Equivalent
          for the fiscal year ended June 29, 2002 and incorporated herein by
          reference).

 *10.15   Salary Continuation Agreement - Dennis Mullen (filed as Exhibit 10.24
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 2001 and incorporated herein by reference).

 *10.16   Master Salaried Retirement Plan, as amended and restated, effective
          January 1, 2001 (filed as Exhibit 10.3 to the Company's Quarterly
          Report on Form 10-Q for the second fiscal quarter ended December 29,
          2001, and incorporated herein by reference).

 *10.17   Second Amendment to the Birds Eye Foods Master Salaried Retirement
          Plan (filed as Exhibit 10.16 to the Company's Annual Report on Form
          10-K Equivalent for the fiscal year ended June 28, 2003 and
          incorporated herein by reference).

 *10.18   Third Amendment to the Birds Eye Foods Master Salaried Retirement Plan
          (filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K
          Equivalent for the fiscal year ended June 28, 2003 and incorporated
          herein by reference).

 *10.19   Fourth Amendment to the Birds Eye Foods Master Salaried Retirement
          Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form
          10-Q Equivalent for the third fiscal quarter ended March 27, 2004 and
          incorporated herein by reference).
</TABLE>


                                       81




<PAGE>

                                  EXHIBIT INDEX

(b) EXHIBITS (Continued):

<TABLE>
<CAPTION>
Exhibit
 Number                                 Description
-------   ----------------------------------------------------------------------
<S>       <C>
 *10.20   Fifth Amendment to the Birds Eye Foods Master Salaried Retirement Plan
          (filed herewith).

 *10.21   Sixth Amendment to the Birds Eye Foods Master Salaried Retirement Plan
          (filed herewith).

 *10.22   Agrilink Foods, Inc. Key Severance Plan-A, (filed as Exhibit 10.1 to
          the Company's Quarterly Report on Form 10-Q for the third fiscal
          quarter ended March 30, 2002, and incorporated herein by reference).

 *10.23   Transitional Services Agreement dated August 19, 2002 (filed as
          Exhibit 99.4 to the Company's Current Report on Form 8-K filed
          September 3, 2002 and incorporated herein by reference).

  10.24   Credit Agreement dated August 19, 2002 between Pro-Fac Cooperative,
          Inc., as borrower, and Agrilink Foods, Inc., as lender (filed as
          Exhibit 99.5 to the Company's Current Report on Form 8-K filed
          September 3, 2002 and incorporated herein by reference).

  10.25   Securityholders Agreement dated August 19, 2002 among Agrilink
          Holdings LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings LLC,
          and others (filed as Exhibit 99.6 to the Company's Current Report on
          Form 8-K filed September 3, 2002 and incorporated herein by
          reference).

  10.26   Amendment No. 1 to the Securityholders Agreement (filed as Exhibit
          10.22 to the Company's Annual Report on Form 10-K Equivalent for the
          fiscal year ended June 28, 2003 and incorporated herein by reference).

  10.27   Amended and Restated Limited Liability Company Agreement of Agrilink
          Holdings LLC dated August 19, 2002 among Agrilink Holdings LLC,
          Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings LLC, and others
          (filed as Exhibit 99.7 to the Company's Current Report on Form 8-K
          filed September 3, 2002 and incorporated herein by reference).

  10.28   Amendment No. 1 to the Amended and Restated Limited Liability Company
          Agreement (filed as Exhibit 10.24 to the Company's Annual Report on
          Form 10-K Equivalent for the fiscal year ended June 28, 2003 and
          incorporated herein by reference).

  10.29   Amendment No. 2 to the Amended and Restated Liability Company
          Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on
          Form 10-Q Equivalent for the third fiscal quarter ended March 27, 2004
          and incorporated herein by reference).

  10.30   Management Agreement dated August 19, 2002 among Agrilink Foods, Inc.,
          Agrilink Holdings Inc. and Vestar Capital Partners (filed as Exhibit
          99.8 to the Company's Current Report on Form 8-K filed September 3,
          2002 and incorporated herein by reference).

 *10.31   Employment Agreement with Neil Harrison effective September 8, 2005
          (filed herewith).

 *10.32   Summary of Compensation Arrangements for Named Executive Officers and
          Directors of Birds Eye Foods, Inc. (filed herewith)

  14      Code of Ethics Policy (filed as Exhibit 14 to the Company's Annual
          Report on Form 10-K Equivalent for the fiscal year ended June 26, 2004
          and incorporated herein by reference).

  21.1    List of Subsidiaries (filed as Exhibit 21.1 to the Company's Annual
          Report on Form 10-K Equivalent for the fiscal year ended June 28, 2003
          and incorporated herein by reference).

  24      Power of Attorney (included on page 78 of this Report).

  31.1    Section 302 Certification of the Principal Executive Officer (filed
          herewith).
</TABLE>


                                       82




<PAGE>

                                  EXHIBIT INDEX

(b) EXHIBITS (Continued):

<TABLE>
<CAPTION>
Exhibit
 Number                                 Description
-------   ----------------------------------------------------------------------
<S>       <C>
  31.2    Section 302 Certification of the Principal Financial Officer (filed
          herewith).
</TABLE>

*Management contracts or compensatory plans.


                                       83