Exhibit 99.1
ITEM 1.  FINANCIAL STATEMENTS

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

                                                                                            Nine Months Ended
                                                                                   --------------------------------
                                                           Three Months Ended         Successor    |   Predecessor     Predecessor
                                                    ------------------------------                 |
                                                      Successor   |  Predecessor   August 19, 2002-|June 30, 2002- Nine Months Ended
                                                    March 29, 2003| March 30, 2002  March 29, 2003 |August 18,2002  March 30, 2002
                                                    --------------| -------------- --------------- |-------------- -----------------
                                                                  |                                |
<S>                                                   <C>            <C>            <C>              <C>              <C>
Net sales                                             $ 220,536   |  $  240,697     $   601,356    | $ 101,664        $ 774,471
Cost of sales                                          (172,766)  |    (185,694)       (457,412)   |   (78,116)        (601,054)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Gross profit                                             47,770   |      55,003         143,944    |    23,548          173,417
Selling, administrative, and general expense            (29,092)  |     (30,907)        (80,241)   |   (15,434)         (94,315)
Restructuring                                                 0   |           0               0    |         0           (2,622)
Gain from pension curtailment                                 0   |           0               0    |         0            2,472
Income from Great Lakes Kraut Company, LLC                  391   |         627           1,770    |       277            1,825
                                                      ---------   |  ----------     -----------    |  ---------       ---------
Operating income before dividing with Pro-Fac            19,069   |      24,723          65,473    |     8,391           80,777
Interest expense                                        (12,651)  |     (15,657)        (31,336)   |    (7,747)         (50,683)
                                                      ---------   |  ----------     -----------    |  ---------        ---------
Pretax income from continuing operations and before               |                                |
  dividing with Pro-Fac                                   6,418   |       9,066          34,137    |       644           30,094
Pro-Fac share of income                                       0   |      (3,798)              0    |         0          (12,860)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Pretax income from continuing operations                  6,418   |       5,268          34,137    |       644           17,234
Tax provision                                            (2,568)  |      (2,059)        (13,654)   |      (264)          (7,325)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Income before discontinued operations                     3,850   |       3,209          20,483    |       380            9,909
Discontinued operations, net of a tax benefit                (1)  |        (891)         (1,572)   |      (295)          (2,515)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Net income                                                3,849   |       2,318          18,911    |        85            7,394
                                                                  |                                |
Accumulated earnings/(deficit) at beginning of period    15,062   |       9,147               0    |  (126,623)           4,071
                                                      ---------   |  ----------     -----------    | ---------        ---------
Accumulated earnings/(deficit) at end of period       $  18,911   | $    11,465     $    18,911    | $(126,538)       $  11,465
                                                      =========   | ===========     ===========    | =========        =========
                                                                  |                                |
Net income                                            $   3,849   |  $    2,318     $    18,911    | $      85        $   7,394
Other comprehensive (loss)/income:                                |                                |
  Unrealized gain/(loss) on hedging activity,                     |                                |
    net of taxes                                            216   |         (16)            149    |         0        $    (390)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Comprehensive income                                  $   4,065   |  $    2,302     $    19,060    | $      85        $   7,004
                                                      =========   |  ==========     ===========    | =========        =========
Accumulated other comprehensive (loss)/income                     |                                |
   at beginning of period                             $     (67)  |  $     (329)    $         0    | $    (367)       $      45
Unrealized gain/(loss) on hedging activity,                       |                                |
    net of taxes                                            216   |         (16)            149    |         0             (390)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Accumulated other comprehensive income/(loss)                     |                                |
   at end of period                                   $     149   |  $     (345)    $       149    | $    (367)       $    (345)
                                                      =========   |  ==========     ===========    | =========        =========

<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
<CAPTION>
                                                                                        Successor   |   Predecessor
                                                                                        March 29,   |     June 29,
                                                                                          2003      |       2002
                                                                                      ------------  |   -----------
                                                                                                    |
                                     ASSETS                                                         |
                                                                                                    |
<S>                                                                                   <C>                <C>
Current assets:                                                                                     |
   Cash and cash equivalents                                                          $   76,385    |    $   14,686
   Accounts receivable trade, net of allowances for doubtful accounts                     67,773    |        68,419
   Accounts receivable, other                                                              2,967    |         7,581
   Inventories, net                                                                      258,137    |       291,745
   Current net investment in CoBank                                                        3,285    |         3,347
   Prepaid manufacturing expense                                                           6,806    |        19,168
   Prepaid expenses and other current assets                                              13,251    |        18,770
   Assets held for sale                                                                    5,971    |         8,746
   Due from Pro-Fac Cooperative, Inc.                                                          0    |        11,730
   Current deferred tax asset                                                             11,372    |         2,923
                                                                                      ----------    |    ----------
         Total current assets                                                            445,947    |       447,115
Investment in CoBank                                                                       3,038    |         6,294
Investment in and advances to Great Lakes Kraut Company, LLC                                   0    |        14,586
Property, plant and equipment, net                                                       216,188    |       285,834
Goodwill                                                                                  27,944    |        56,210
Intangible assets, net                                                                   210,443    |        11,305
Other assets                                                                              30,820    |        22,160
Note receivable due from Pro-Fac Cooperative, Inc.                                           100    |         9,400
Non-current deferred tax asset                                                                 0    |         4,837
                                                                                      ----------    |    ----------
         Total assets                                                                 $  934,480    |    $  857,741
                                                                                      ==========    |    ==========
                                                                                                    |
                      LIABILITIES AND SHAREHOLDER'S EQUITY                                          |
Current liabilities:                                                                                |
   Current portion of obligations under capital leases                                $      781    |    $      821
   Current portion of long-term debt                                                       6,521    |        14,916
   Current portion of Termination  and Transitional Services Agreements with                        |
     Pro-Fac Cooperative, Inc.                                                             9,339    |             0
   Accounts payable                                                                       39,443    |        71,198
   Income taxes payable                                                                   11,358    |           879
   Accrued interest                                                                       10,928    |         6,255
   Accrued employee compensation                                                           7,442    |         8,000
   Other accrued expenses                                                                 51,694    |        40,154
   Growers payable due to Pro-Fac Cooperative, Inc.                                       11,424    |             0
                                                                                      ----------    |    ----------
         Total current liabilities                                                       148,930    |       142,223
Obligations under capital leases                                                           2,141    |         2,528
Long-term debt                                                                           474,080    |       623,057
Long-term portion of Termination and Transitional Services Agreements with                          |
     Pro-Fac Cooperative, Inc.                                                            25,299    |             0
Other non-current liabilities                                                             44,855    |        28,918
Non-current deferred tax liability                                                        18,418    |             0
                                                                                      ----------    |    ----------
         Total liabilities                                                               713,723    |       796,726
                                                                                      ----------    |    ----------
Commitments and contingencies                                                                       |
Shareholder's Equity:                                                                               |
   Common stock, par value $.01; 11,000 shares                                                      |
     authorized, issued and outstanding                                                        0    |             0
   Additional paid-in capital                                                            201,697    |       188,005
   Accumulated earnings/(deficit)                                                         18,911    |      (126,623)
   Accumulated other comprehensive income/(loss):                                                   |
     Unrealized gain on hedging activity                                                     149    |           206
     Minimum pension liability adjustment                                                      0    |          (573)
                                                                                      ----------    |    ----------
         Total shareholder's equity                                                      220,757    |        61,015
                                                                                      ----------    |    ----------
         Total liabilities and shareholder's equity                                   $  934,480    |    $  857,741
                                                                                      ==========    |    ==========


<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>

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

                                                                         Nine Months Ended
                                                                  Successor      |    Predecessor           Predecessor
                                                              August 19, 2002 -  |   June 30, 2002 -     Nine Months Ended
                                                               March 29, 2003    |   August 18, 2002       March 30, 2002
                                                              ----------------   |   ---------------     -----------------
<S>                                                             <C>                    <C>                  <C>
Cash Flows From Operating Activities:                                            |
   Net income                                                   $   18,911       |     $     85             $   7,394
   Adjustments to reconcile net income to net cash provided                      |
     by/(used in operating activities-                                           |
       Depreciation                                                 15,216       |        3,833                22,887
       Amortization of certain intangible assets                       718       |          144                   862
       Amortization of debt issue costs, amendment costs,                        |
         debt discounts and premiums, and interest in-kind           7,421       |        1,201                 5,098
       Equity in undistributed earnings of Great Lakes Kraut                     |
         Company, LLC                                               (1,109)      |         (277)               (1,067)
       Transitional Services Agreement with Pro-Fac                              |
         Cooperative, Inc.                                            (323)      |            0                     0
       Change in assets and liabilities:                                         |
         Accounts receivable                                         3,558       |        1,818                 3,607
         Inventories and prepaid manufacturing expense              72,256       |      (33,170)              (11,863)
         Income taxes refundable/(payable)                          10,554       |          (75)                4,148
         Accounts payable and other accrued expenses               (18,404)      |      (10,972)              (93,392)
         Due to/(from) Pro-Fac Cooperative, Inc., net              (12,733)      |        8,649                 1,747
         Other assets and liabilities, net                           2,774       |          909                   741
                                                                ----------       |     --------             ---------
Net cash provided by/(used in) operating activities                 98,839       |      (27,855)              (59,838)
                                                                ----------       |     --------             ---------
                                                                                 |
Cash Flows From Investing Activities:                                            |
   Purchase of property, plant and equipment                        (9,330)      |       (2,187)              (10,537)
   Proceeds from disposals                                             407       |            0                    52
   Repayments from/(advances to) Great Lakes Kraut Company, LLC      6,169       |       (1,512)                1,784
   Proceeds from investment in CoBank                                2,203       |        1,115                 3,998
   Proceeds from Great Lakes Kraut Company, LLC Transaction         13,900       |            0                     0
                                                                ----------       |     --------             ---------
Net cash provided by/(used in) investing activities                 13,349       |       (2,584)               (4,703)
                                                                ----------       |     --------             ---------
                                                                                 |
Cash Flows From Financing Activities:                                            |
   Proceeds from issuance of long-term debt                        270,000       |            0                     0
   Birds Eye Holdings, Inc. investment                             175,597       |            0                     0
   Adjustment of Subordinated Promissory Note                      (25,000)      |            0                     0
   Net (payments)/proceeds on prior revolving credit facility      (22,000)      |       22,000                75,400
   Payments on long-term debt                                     (401,799)      |         (292)               (9,072)
   Payments on Termination Agreement with Pro-Fac                                |
     Cooperative, Inc.                                              (8,000)      |            0                     0
   Payments on capital lease                                          (316)      |          (38)                 (111)
   Cash paid for debt issuance costs                               (24,202)      |            0                     0
   Cash paid for transaction fees                                   (6,000)      |            0                     0
   Cash paid in conjunction with debt amendment                          0       |            0                (1,694)
                                                                ----------       |     --------             ---------
Net cash provided by/(used in)  financing activities               (41,720)      |       21,670                64,523
                                                                ----------       |     --------             ---------
Net change in cash and cash equivalents                             70,468       |       (8,769)                  (18)
Cash and cash equivalents at beginning of period                     5,917       |       14,686                 7,656
                                                                ----------       |     --------             ---------
Cash and cash equivalents at end of period                      $   76,385       |     $  5,917             $   7,638
                                                                ==========       |     ========             =========
                                                                                 |
Supplemental Schedule of Non-Cash Financing Activities:                          |
   Birds Eye Holdings, Inc. investment                          $   32,100       |     $      0             $      0
                                                                ==========       |     ========             ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                              BIRDS EYE FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The  Company:  Birds Eye  Foods,  Inc.,  formerly  Agrilink  Foods,  Inc.,  (the
"Company"  or "Birds  Eye  Foods"),  incorporated  in 1961,  is a  producer  and
marketer of processed food products.  The Company has four primary product lines
including: vegetables, fruits, snacks, and canned meals. The majority of each of
the product  lines' 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.

The Change in Control  (the  "Transaction"):  On August 19,  2002 (the  "Closing
Date"),  pursuant to the terms of the Unit Purchase  Agreement  dated as of June
20, 2002 (the "Unit  Purchase  Agreement"),  by and among  Pro-Fac  Cooperative,
Inc., a New York agricultural cooperative  ("Pro-Fac"),  Birds Eye Foods, at the
time a New  York  corporation  and a  wholly-owned  subsidiary  of  Pro-Fac  and
Vestar/Agrilink   Holdings   LLC,   a   Delaware   limited   liability   company
("Vestar/Agrilink  Holdings"),   Vestar/Agrilink  Holdings  and  its  affiliates
indirectly  acquired  control  of the  Company.  See  NOTE 2 to  the  "Notes  to
Consolidated  Financial  Statements"  for additional  disclosures  regarding the
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  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the  requirements of Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation of the financial  position,  results of operations,  and cash
flows have been included. Operating results for the period from June 30, 2002 to
August 18, 2002 or the period from  August 19, 2002  through  March 29, 2003 are
not necessarily the results to be expected for other interim periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial statements and accompanying notes contained in the Company's Form 10-K
Equivalent for the fiscal year ended June 29, 2002.

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.

Reclassification:  Certain  items for  fiscal  2002 have  been  reclassified  to
conform with the current period presentation.

New  Accounting  Pronouncements:   In  August  2001,  the  Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No. 144  "Accounting  for the  Impairment  or Disposal  of  Long-Lived
Assets."  Effective  June 30, 2002,  Birds Eye Foods  adopted SFAS No. 144 which
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  The statement  requires an impairment loss be recognized if
the  carrying  amount  of  a  long-lived  asset  is  not  recoverable  from  its
undiscounted  cash  flow and  that  the  impairment  loss be  recognized  as the
difference  between the carrying amount and fair value of the asset.  Under SFAS
No. 144, assets held for sale that are a component of an entity will be included
in discontinued operations if the operations and cash flows will be or have been
eliminated  from the ongoing  operations of the entity,  and the entity will not
have any significant continuing involvement in the operations prospectively. The
adoption of SFAS No. 144 did not impact the Company's profitability.  See NOTE 3
to the "Notes to Consolidated  Financial Statements" for additional  disclosures
regarding discontinued operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which  addresses  financial  accounting and
reporting for costs  associated with exit or disposal  activities and supercedes
Emerging  Issues Task Force  ("EITF")  Issue 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring)".  SFAS No. 146 requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized  when the  liability is incurred.  EITF 94-3 requires a liability for
exit costs be recognized at the date of an entity's  commitment to an exit plan.
The  provisions of SFAS No. 146 must be adopted for exit or disposal  activities
that are initiated after December 31, 2002.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Others"  ("FIN  45").  FIN 45  requires  that a  liability  be  recorded  on the
guarantor's  balance  sheet upon  issuance of a guarantee.  In addition,  FIN 45
requires disclosures about the guarantees that an entity has issued. The Company
will apply the  recognition  provisions  of FIN 45  prospectively  to guarantees
issued after December 31, 2002. The disclosure and recognition provisions of FIN
45 have been  adopted in this  report and did not have a material  effect on its
consolidated financial statements.
<PAGE>
See NOTE 10 to the "Notes to Consolidated  Financial  Statements" for additional
disclosures regarding FIN 45.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities,  an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires  certain variable  interest  entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties.  FIN 46 is effective for all
new variable  interest  entities created or acquired after January 31, 2003. For
variable  interest  entities  created or acquired prior to February 1, 2003, the
provisions  of FIN 46 must be applied  for the first  interim  or annual  period
beginning  after June 15,  2003.  The  Company  does not expect FIN 46 to have a
material effect on its consolidated financial statements.

Trade  Accounts  Receivable:  The  Company  accounts  for trade  receivables  at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates  its allowance  for doubtful  accounts as a percentage of  receivables
overdue.  Also  included in the allowance in their  entirety are those  accounts
that have filed for bankruptcy, 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
or collect interest on past due accounts.

The Company's  allowance for doubtful accounts is approximately  $1.6 million at
March 29, 2003, and $0.7 million at June 29, 2002.

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  a  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  Agrilink  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 Eye Foods' capital stock, in consideration for Class
B common units of Holdings  LLC,  representing  a 40.72  percent  common  equity
ownership; 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 owns 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/Agrilink  Holdings.
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 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., formerly Agrilink 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.  As of
March 29, 2003, an additional approximately $0.5 million of Class C common units
and Class D common units,  representing less than 1 percent of the common equity
ownership,  remained unissued. The foregoing individuals are also parties to the
Securityholders Agreement and the Limited Liability Agreement.

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 will be recorded at their  respective  fair values.  The  valuations and
other  studies  which will  provide  the basis for such an  allocation  have not
<PAGE>
progressed  to a stage where  there is  sufficient  information  to make a final
allocation in the accompanying financial statements.  Accordingly,  the purchase
accounting  adjustments  made  in  the  accompanying  financial  statements  are
preliminary.   Once  a  final  allocation  is  determined,  in  accordance  with
accounting  principles  generally  accepted in the United States,  any remaining
excess of the investment over  identifiable net assets acquired will be adjusted
through goodwill.

Holdings Inc. has pushed down its purchase  accounting  to Birds Eye Foods.  The
preliminary  excess  investment  made by  Holdings  Inc.  over  the  preliminary
estimates of the fair value of the  identifiable  assets and  liabilities of the
Company as of the Closing Date was approximately  $27.9 million and is reflected
as goodwill in the accompanying unaudited consolidated balance sheet as of March
29, 2003.

As of August 19, 2002,  management  has begun to assess and  formulate a plan to
exit certain  portions of its  business.  In  connection  with the  Transaction,
management  determined  that  initially  approximately  171  employees  will  be
terminated and has announced the benefit arrangements to those employees.  These
activities  surround the Company's  decision to exit the popcorn and  applesauce
businesses and complete the  relocation of its marketing  function to Rochester,
New York. As a result,  approximately  $1.9 million in severance costs and other
related exit costs have been 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." Approximately $0.7 million has
been liquidated as of March 29, 2003.

In February 2003, also in connection with the Transaction, the Company announced
that it would be closing and downsizing six vegetable processing  facilities and
consolidating  production  over the next 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  include  those  in  Barker,  New  York;
Bridgeville,  Delaware; Green Bay, Wisconsin; Oxnard, California;  Uvalde, Texas
and the fresh production operation at Montezuma, Georgia. Subsequent to closure,
the Company  intends to dispose of these  properties.  In connection  with these
closings,  257 full time production  employees have been notified of termination
and their  benefit  arrangements.  Additional  costs to  complete  the exit plan
include 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 downsize six vegetable  processing  facilities as
well as costs recorded against the liability as of March 29, 2003:

                                     Contractual           Severance
                                    Penalties and             and
                                     Other Costs         Related Costs
                                    --------------       -------------
Initial liability                     $  6.2                $  2.3
Utilization                             (0.8)                  0.0
                                      ------                ------
Balance at March 29, 2003             $  5.4                $  2.3
                                      ======                ======

Management has not yet completed the exit plan, and as a result, the outline of
the exit plan is considered preliminary. Accordingly, upon completion and
execution of the plan, certain assets may be sold or impaired and certain
liabilities may be incurred which could result in additional adjustments to the
values assigned to such items in purchase accounting. Management anticipates the
final formulation of the plan will be completed within the next three months.

The following unaudited pro forma financial information presents a summary of
consolidated results of operations of the Company as if the Transaction had
occurred at the beginning of the periods presented.
<TABLE>
(Dollars in Thousands)
<CAPTION>
                                            Predecessor            Predecessor          Predecessor
                                          June 30, 2002 -      Three Months Ended    Nine Months Ended
                                          August 18, 2002        March 30, 2002        March 30, 2002
                                          ----------------     ------------------    ------------------

<S>                                       <C>                      <C>                   <C>
Net Sales                                 $   101,664              $  240,697            $  774,471
Income before discontinued operations             778                   8,534                25,765
Net Income                                        483                   7,643                23,250
</TABLE>
These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  primarily   include   adjustments   for  interest   expense,   taxes,
depreciation,  the fair values of operating leases, income from the Transitional
Services  Agreement with Pro-Fac and the elimination of the historical  share of
income or loss that has been recorded.  Included in pro forma net income for the
nine months ended March 30, 2002 are items of approximately $2.6 million related
to restructuring expense and a $2.5 million gain from pension curtailment. These
results do not  purport to be  indicative  of the  results of  operations  which
actually  would have resulted had the  Transaction  occurred at the beginning of
the 2002 fiscal year, or of the future operations of the successor company.
<PAGE>
NOTE 3. DISCONTINUED OPERATIONS

As of August 19, 2002,  the Company  committed to a plan to sell the popcorn and
applesauce  operations  previously  reported  in the snack  and fruit  segments,
respectively,  and completed  these  transactions in the third quarter of fiscal
2003.  The  implementation  of SFAS No. 144 resulted in the  classification  and
separate financial  presentation of those businesses as discontinued  operations
and their operations are, therefore,  excluded from continuing  operations.  All
prior  periods have been  reclassified  to reflect the  discontinuance  of these
operations.

In  addition,  having met the  criteria  outlined in SFAS No.  144,  the Company
reclassified certain assets relating to the popcorn and applesauce businesses to
assets  held for sale,  and,  in  accordance  with  SFAS No.  144,  the  Company
reclassified the prior period balances.  Also,  included in assets held for sale
are facilities located in Alamo, Texas; Enumclaw,  Washington;  Sodus, Michigan;
Hortonville,  Wisconsin;  and Alton, New York which are being actively  marketed
for sale within the fiscal year.

The major classes of discontinued assets included in the Consolidated Balance
Sheets as assets held for sale at net realizable value are as follows:

                                        Successor             Predecessor
(Dollars in Thousands)               March 29, 2003          June 29, 2002
                                     --------------          -------------

Inventories                            $     221                $  2,570
Property, plant and equipment, net         5,750                   6,176
                                       ---------                --------
   Total                               $   5,971                $  8,746
                                       =========                ========

The operating results of those businesses identified as held for sale have been
classified as discontinued operations in the accompanying financial statements
and are summarized as follows:
<TABLE>
                                                                             Nine Months Ended
                                      Three Months Ended            ------------------------------------
                               --------------------------------        Successor          Predecessor        Predecessor
                                  Successor        Predecessor      August 19, 2002 -    June 30, 2002 -  Nine Months Ended
                               March 29, 2003    March 30, 2002      March 29, 2003     August 18, 2002     March 30, 2002
                               --------------    --------------     ----------------    ----------------  -----------------
<S>                             <C>                 <C>                 <C>               <C>                <C>
Net Sales                       $ 2,716             $ 4,189             $  8,333           $ 2,063            $ 14,196
                                =======             =======             ========           =======            ========

Loss before income taxes        $    (2)            $(1,461)            $ (2,620)          $  (500)           $ (4,374)
Income tax benefit                    1                 570                1,048               205               1,859
                                -------             -------             --------           -------            --------
Discontinued operations,
  net of a tax benefit          $    (1)            $  (891)            $ (1,572)          $  (295)           $ (2,515)
                                =======             =======             ========           =======            ========
</TABLE>
NOTE 4. GREAT LAKES KRAUT COMPANY, LLC TRANSACTION

Birds Eye Foods owned a 50 percent  interest in Great Lakes Kraut  Company,  LLC
("GLK")  and  reached an  agreement  with  Flanagan  Brothers,  Inc.  ("Flanagan
Brothers")  to  effect  a  transfer  of  the  operating  business  of  GLK  to a
newly-formed  subsidiary of Flanagan Brothers the other 50 percent owner of GLK,
pursuant  to certain  "buy-sell"  provisions  of the limited  liability  company
agreement of GLK (the "GLK Transaction"). In the GLK Transaction, a newly-formed
subsidiary of Birds Eye Foods,  GLK Holdings,  Inc.,  invested  $11.1 million in
GLK, which was used to reduce the debt of GLK. Flanagan  Brothers  exchanged its
interest  in GLK in  return  for a  transfer  to a  newly-formed  subsidiary  of
Flanagan  Brothers of all of the operating  assets of GLK and the  assumption of
all liabilities relating to the business of GLK. At the closing, GLK repaid $5.2
million  to Birds Eye Foods for  certain  working  capital  loans made to GLK by
Birds Eye Foods.  After the GLK  Transaction,  Birds Eye Foods and GLK  Holdings
Inc. own 100 percent of GLK which has been renamed GLK, LLC and will continue to
own the  subordinated  promissory note of Birds Eye Foods and certain  operating
assets or subsidiaries of Birds Eye Foods to be transferred. The GLK Transaction
closed  effective  March  2,  2003.  As a  result  of the GLK  Transaction,  the
Subordinated  Promissory  Note of Birds Eye Foods,  the Company's  investment in
GLK, and all working capital advances to GLK were eliminated.

NOTE 5. AGREEMENTS WITH PRO-FAC

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

(i)  Termination  Agreement.  Pro-Fac and Birds Eye Foods  entered into a letter
agreement dated as of the Closing Date (the "Termination  Agreement"),  pursuant
to which, among other things,  the marketing and facilitation  agreement between
Pro-Fac and Birds Eye Foods (the "Old  Marketing  and  Facilitation  Agreement")
which,   until  the  Closing  Date,   governed  the  crop  supply  and  purchase
relationship  between  Birds Eye  Foods and  Pro-Fac,  has been  terminated.  In
consideration  of  such  termination,   Birds  Eye  Foods  will  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
will be paid in quarterly  installments as follows: $4.0 million on each July 1,
<PAGE>
and $2.0  million  each on  October 1,  January 1, and April 1. The  Termination
Agreement  outlined  that the first payment in the amount of $4.0 million was to
be paid on the Closing  Date and the next  payment to be made by October 1, 2002
and  quarterly  thereafter  as  outlined.  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 $33.9
million as of March 29, 2003.

(ii) Amended and Restated  Marketing  and  Facilitation  Agreement.  Pro-Fac and
Birds Eye Foods entered into an amended and restated  marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated  Marketing and
Facilitation  Agreement").  The Amended and Restated  Marketing and Facilitation
Agreement  replaces the Old  Marketing and  Facilitation  Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops.  Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops  supplied by Pro-Fac,  in  installments  corresponding  to the dates of
payment by Pro-Fac to its  members  for crops  delivered.  CMV is defined as the
weighted  average price paid by other  commercial  processors  for similar crops
sold under  preseason  contracts and in the open market in the same or competing
market areas.  The processes for  determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and  Facilitation  Agreement.  Birds Eye Foods will
make payments to Pro-Fac of an estimated CMV for a particular crop year, subject
to  adjustments  to  reflect  the  actual  CMV  following  the end of such year.
Commodity  committees  of Pro-Fac will meet with Birds Eye Foods  management  to
establish  CMV  guidelines,  review  calculations,  and  report  to a joint  CMV
committee  of Pro-Fac  and Birds Eye Foods.  Amounts  paid by Birds Eye Foods to
Pro-Fac for the CMV of crops  supplied  for the nine months ended March 29, 2003
and March 30, 2002 were $56.1 million and $70.1 million, respectively.

Unlike the Old Marketing and  Facilitation  Agreement,  the Amended and Restated
Marketing and  Facilitation  Agreement does not permit Birds Eye Foods to offset
its losses from products supplied by Pro-Fac or require it to share with Pro-Fac
its profits  and it does not require  Pro-Fac to reinvest in Birds Eye Foods any
part of Pro-Fac's  patronage  income.  Under the Old Marketing and  Facilitation
Agreement,  in any year in which the Company had earnings on products which were
processed  from crops  supplied by  Pro-Fac,  the  Company  paid to Pro-Fac,  as
additional  patronage income,  90 percent of such earnings,  but in no case more
than 50 percent of all pretax  earnings of the  Company  (before  dividing  with
Pro-Fac). In years in which the Company had losses on crops supplied by Pro-Fac,
the Company  reduced the CMV it would  otherwise pay to Pro-Fac by 90 percent of
such losses,  but in no case by more than 50 percent of all pretax losses of the
Company (before dividing with Pro-Fac).  Additional patronage income was paid to
Pro-Fac for services  provided to Birds Eye Foods,  including the provision of a
long term,  stable  crop  supply,  favorable  payment  terms for crops,  and the
sharing of risks of losses of certain  operations of the business.  Earnings and
losses were  determined  at the end of the fiscal  year,  but were accrued on an
estimated  basis during the year.  For the three and nine months ended March 30,
2002,   Pro-Fac's   share  of  income  was  $3.8  million  and  $12.9   million,
respectively.

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

Under the Amended and Restated Marketing and Facilitation  Agreement,  Birds Eye
Foods  determines  the amount of crops which Birds Eye Foods will  acquire  from
Pro-Fac  for each crop year.  If the amount to be  purchased  by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a
defined target  percentage of Birds Eye's needs for each  particular  crop, then
certain shortfall  payments are made by Birds Eye Foods to Pro-Fac.  The defined
crop amounts and targeted  percentages are set based upon the needs of Birds Eye
Foods in the 2001 crop year (fiscal 2002). The shortfall  payment  provisions of
the agreement  include a maximum  shortfall  payment,  determined for each crop,
that  can be paid  over the  term of the  Amended  and  Restated  Marketing  and
Facilitation  Agreement.  The aggregate  shortfall payment amounts for all crops
covered  under the  agreement  cannot  exceed $20.0 million over the term of the
agreement.

The Amended and Restated Marketing and Facilitation  Agreement may be terminated
by Birds Eye Foods in  connection  with certain  change in control  transactions
affecting Birds Eye Foods or Holdings Inc.; provided, however, that in the event
that any such  change in control  occurs  during the first three years after the
Closing  Date,  Birds Eye Foods must pay to 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, during the first three years after the Closing Date,  Birds Eye Foods
sells  one or more  portions  of its  business,  and if the  purchaser  does not
continue  to purchase  the crops  previously  purchased  by Birds Eye Foods with
respect  to the  transferred  business,  then such  failure  will be taken  into
consideration  when  determining  if Birds  Eye  Foods is  required  to make any
shortfall payments to Pro-Fac. After such three-year period, Birds Eye Foods may
sell portions of its business and the volumes of crop purchases  previously made
by Birds Eye Foods with respect to such transferred business will be disregarded
for purposes of determining shortfall payments.
<PAGE>
(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 will provide  Pro-Fac
certain  administrative  and other  services  for a period of 24 months from the
Closing Date. Birds Eye Foods will generally  provide 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
to be provided to Pro-Fac has been estimated at approximately $1.1 million.  The
amount of the obligation  outstanding under the Transitional  Services Agreement
as of March 29,  2003 was $0.7  million.  This  obligation  will be reduced on a
straight-line basis over the term of the agreement and as services are provided.
Also pursuant to the  Transitional  Services  Agreement,  the general manager of
Pro-Fac may also be an employee of Birds Eye Foods, in which case he will report
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 report only to the chief executive officer
(or other representatives) of Birds Eye Foods.

(iv) Credit  Agreement.  Birds Eye Foods and Pro-Fac  have entered into a Credit
Agreement,  dated  August 19, 2002 (the "Credit  Agreement"),  pursuant to which
Birds Eye Foods has 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 up to $1.0  million per year under the Credit  Facility,
unless Birds Eye Foods is prohibited  from making such advances  under the terms
of certain third party indebtedness of Birds Eye Foods. 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. As of March 29, 2003,  there
was $0.1 million outstanding under this Credit Agreement.

In addition,  prior to the  Transaction,  certain amounts totaling $36.5 million
owed by Pro-Fac to Birds Eye Foods were forgiven,  including both borrowings for
the working capital needs of Pro-Fac and a $9.4 million demand receivable.

NOTE 6.       INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                                           Successor         Predecessor
                                           March 29,           June 29,
                                              2003               2002
                                           ----------        -----------

Finished goods                             $  236,836        $  264,770
Raw materials and supplies                     21,301            26,975
                                           ----------        ----------
   Total inventories                       $  258,137        $  291,745
                                           ==========        ==========

NOTE 7. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 requires  that  goodwill not be amortized,  but instead be
tested at least annually for impairment and expensed  against  earnings when its
implied fair value is less than its carrying amount.

As of March 29,  2003 the  amounts  assigned to  goodwill  and  intangibles  are
preliminary as not all  valuations,  exit plans,  and other studies,  which will
provide  the basis for the  allocation  of fair value to assets and  liabilities
have progressed to a stage where there is sufficient information to make a final
allocation in the accompanying  financial  statements.  In addition,  the amount
assigned to  goodwill  has not yet been  allocated  to the  Company's  operating
segments due to the preliminary nature of this information.

As outlined in SFAS No. 142, certain  intangibles  with a finite life,  however,
are required to continue to be amortized.  These intangibles are being amortized
on a  straight-line  basis  over  approximately  1 to 14  years.  The  following
schedule sets forth the major classes of intangible assets held by the Company:

(Dollars in Thousands)
                                            Successor        Predecessor
                                            March 29,          June 29,
                                              2003               2002
                                            ---------         ----------
Amortized intangibles:
   Covenants not to compete                 $    754          $  2,478
   Other                                      10,406            12,000
     Less:  accumulated amortization            (717)           (3,173)
                                            --------          --------

   Amortized intangibles, net                 10,443            11,305
Unamortized intangibles:
   Trademarks                                200,000                 0
                                            --------          --------
     Total intangible assets, net           $210,443          $ 11,305
                                            ========          ========
<PAGE>
The aggregate amortization expense associated with intangible assets was
approximately $0.3 million for the successor period for the three months ended
March 29, 2003, and $0.7 million for the successor period August 19, 2002
through March 29, 2003. The aggregate amortization expense was $0.1 million for
the predecessor period June 30, 2002 through August 18, 2002, and $0.3 million
and $0.9 million for the predecessor three months and nine months ended March
30, 2002, respectively. The aggregate amortization expense for each of the five
succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

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

 2004                     $    915
 2005                          891
 2006                          891
 2007                          760
 2008                          752

NOTE 8.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

                                                     Successor    Predecessor
                                                     March 29,      June 29,
                                                       2003           2002
                                                    -----------   ------------

Revolving Credit Facility                           $        0    $       0
Term Loan Facility                                     269,325      400,800
Senior Subordinated Notes                              207,431      200,015
Subordinated Promissory Note (net of discount)               0       32,696
Other                                                    3,845        4,462
                                                    ----------    ---------
Total debt                                             480,601      637,973
Less current portion                                    (6,521)     (14,916)
                                                    ----------    ---------
Total long-term debt                                $  474,080    $ 623,057
                                                    ==========    =========

Bank Debt: In connection  with the  Transaction,  Birds Eye Foods and certain of
its  subsidiaries  entered into a senior  secured  credit  facility (the "Senior
Credit  Facility") in the amount of $470.0 million with a syndicate of banks and
other  lenders  arranged 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 has a maturity of five
years and allows up to $40.0  million to be  available in the form of letters of
credit. The Term Loan Facility has a maturity of six years.

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 March 29, 2003,  the Senior Credit  Facility bears interest in the
case of base rate loans at the base rate plus (i) 1.25  percent  for loans under
the Revolving  Credit  Facility,  and (ii) 1.75 percent for loans under the Term
Loan  Facility or in the case of LIBOR loans at LIBOR plus (i) 2.25  percent for
loans under the Revolving  Credit Facility and (ii) 2.75 percent for loans under
the Term Loan Facility.  The initial  unused  commitment fee is 0.375 percent on
the daily average  unused  commitment  under the Revolving  Credit  Facility and
varies based on the Company's Consolidated Leverage Ratio, as defined.

Commencing  December 31, 2002, the Term Loan Facility requires payments in equal
quarterly  installments  in the amount of $675,000  until its final  maturity 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" be  utilized  to  prepay  the  commitment  at an
applicable  percentage that corresponds to the Company's  Consolidated  Leverage
Ratio.
<PAGE>
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 which provide for a maximum average debt to EBITDA ratio, a
maximum  average  senior debt to EBITDA ratio,  and a minimum EBITDA to interest
expense ratio.  The Company is in compliance  with all covenants,  restrictions,
and requirements under the terms of the Senior Credit Facility.  The proceeds of
the Term Loan  Facility and  borrowings  under the  Revolving  Credit  Facility,
together  with  Vestar's  $175.0  million  investment,  were  used to repay  and
terminate Birds Eye Foods'  indebtedness under its senior credit facilities with
Harris  Trust and Savings Bank and the lenders  thereunder,  to  consummate  the
Transaction, and to pay related fees and expenses incurred in the Transaction.

Senior  Subordinated  Notes:  Birds Eye Foods has outstanding  $200.0 million of
11-7/8 percent Senior Subordinated Notes (the "Notes"),  due 2008. In connection
with the  Transaction,  the Company  recorded the Notes at estimated fair value,
$208.2 million.  The $8.2 million premium is being  amortized  against  interest
expense over the life of the Notes.

Subordinated  Promissory Note: The Subordinated  Promissory Note balance at June
29, 2002 represents debt to GLK,  originally a joint venture between the Company
and Flanagan  Brothers.  Birds Eye Foods owned a 50 percent  interest in GLK and
reached  an  agreement  with  Flanagan  Brothers  to  effect a  transfer  of the
operating business of GLK to a newly-formed subsidiary of Flanagan Brothers, the
other 50 percent owner of GLK, pursuant to certain "buy-sell"  provisions of the
limited  liability  company  agreement  of  GLK.  In  the  GLK  Transaction,   a
newly-formed  subsidiary of Birds Eye Foods, GLK Holdings,  Inc., invested $11.1
million  in GLK,  which was used to reduce  the debt of GLK.  Flanagan  Brothers
exchanged  its  interest  in GLK in  return  for a  transfer  to a newly  formed
subsidiary of Flanagan  Brothers of all of the  operating  assets of GLK and the
assumption of all  liabilities  relating to the business of GLK. At the closing,
GLK repaid $5.2  million to Birds Eye Foods for certain  working  capital  loans
made to GLK by Birds Eye Foods.  After the GLK Transaction,  Birds Eye Foods and
GLK Holdings  Inc.  own 100 percent of GLK,  which has been renamed GLK, LLC and
will  continue to own the  Subordinated  Promissory  Note of Birds Eye Foods and
certain  operating  assets or subsidiaries of Birds Eye Foods to be transferred.
The GLK  Transaction  closed  effective  March 2,  2003.  As a result of the GLK
Transaction,  the Subordinated  Promissory Note, the Company's investment in GLK
and all working capital advances to GLK were eliminated.

NOTE 9. OPERATING SEGMENTS

The  Company  is  organized  by  product  line for  management  reporting.  The
Company's four primary operating  segments are as follows:  vegetables,  fruits,
snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!,  Birds Eye Simply Grillin',  Birds
Eye Hearty Spoonfuls, Veg-All, Freshlike, McKenzies, and Brooks Chili Beans. The
fruit product line consists of canned and frozen fruits including fruit fillings
and toppings.  Branded  products within the fruit category  include Comstock and
Wilderness. The snack product line consists of potato chips and other corn-based
snack items.  Branded  products within the snack category  include Tim's Cascade
Chips,   Snyder  of  Berlin,   Husman,  La  Restaurante,   Erin's,   and  Flavor
Destinations. The canned meal product line includes canned meat products such as
chilies,  stew, soups, and various other  ready-to-eat  prepared meals.  Branded
products  within the canned meal category  include  Nalley.  The Company's other
product lines primarily  represent salad dressings.  Branded products within the
other category include Bernstein's and Nalley.
<PAGE>
<TABLE>
The following table illustrates the Company's operating segment information:

(Dollars in Millions)
<CAPTION>

                                                                                      Nine Months Ended
                                                    Three Months Ended         ---------------------------------
                                               -------------------------------     Successor       Predecessor       Predecessor
                                                 Successor       Predecessor   August 19, 2002-   June 30, 2002-  Nine Months Ended
                                               March 29, 2003   March 30, 2002  March 29, 2003    August 18, 2002    March 30, 2002
                                               --------------   -------------- -----------------  --------------- -----------------
<S>                                              <C>             <C>             <C>                 <C>              <C>
Net Sales:
   Vegetables                                    $  162.2        $  180.8        $   435.5           $   69.5         $  568.1
   Fruits                                            18.3            19.5             67.3               12.2             83.6
   Snacks                                            19.0            18.5             47.8               10.6             58.1
   Canned Meals                                      13.1            12.7             31.9                4.5             37.0
   Other                                              7.9             9.2             18.9                4.9             27.6
                                                 --------        --------        ---------           --------         --------
Total continuing segments                        $  220.5        $  240.7        $   601.4           $  101.7         $  774.4
                                                 ========        ========        =========           ========         ========
Operating income:
   Vegetables                                    $   12.2        $   16.8        $    35.1           $    3.8         $   48.9
   Fruits                                             3.8             3.4             20.0                2.4             17.1
   Snacks                                             1.5             1.7              5.6                1.5              6.9
   Canned Meals                                       0.7             1.6              2.6                0.3              5.5
   Other                                              0.9             1.2              2.1                0.4              2.5
Corporate charges*                                    0.0             0.0              0.0                0.0             (2.7)
                                                 --------        --------        ---------           --------         --------
Operating income before nonrecurring items           19.1            24.7             65.4                8.4             78.2
Gain from pension curtailment                         0.0             0.0              0.0                0.0              2.5
                                                 --------        --------        ---------           --------         --------
Operating income before dividing with Pro-Fac        19.1            24.7             65.4                8.4             80.7
Interest expense                                    (12.7)          (15.7)           (31.3)              (7.8)           (50.7)
                                                 --------        --------        ---------           --------         --------
Pretax income from continuing operations
and before dividing with Pro-Fac                 $    6.4        $    9.0        $    34.1           $    0.6         $   30.0
                                                 ========        ========        =========           ========         ========
<FN>
*    Corporate charges represent  restructuring expenses which are not allocated
     to individual segments. See NOTE 11 to the "Notes to Consolidated Financial
     Statements."
</FN>
</TABLE>
NOTE 10. GUARANTEES AND INDEMNIFICATIONS

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

The Company  enters  into  agreements  with  indemnification  provisions  in the
ordinary course of business with its customers, suppliers, service providers and
business partners.  In such instances,  the Company usually  indemnifies,  holds
harmless  and agrees to reimburse  the  indemnified  party for claims,  actions,
liabilities,  losses  and  expenses  in  connection  with any  Birds  Eye  Foods
infringement of third party intellectual property or proprietary rights, or when
applicable,  in  connection  with  any  personal  injuries  or  property  damage
resulting  from  any  Birds  Eye  Foods'  products  sold or  services  provided.
Additionally,  the  Company  may from time to time agree to  indemnify  and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses  relating to their  services  to Birds Eye Foods,  except to the extent
finally  determined  to have resulted from the fault of the provider of services
relating  to such  services.  The  level of  conduct  constituting  fault of the
service  provider will vary from agreement to agreement and may include  conduct
which is defined in terms of negligence,  gross negligence,  willful misconduct,
<PAGE>
omissions  or  other  culpable  behavior.  The  term  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.

Birds Eye Foods  entered  into an  agreement to provide a guarantee in September
1995 on behalf of the City of  Montezuma  to renovate a sewage  treatment  plant
operated in Montezuma,  Georgia.  Birds Eye Foods issued a guarantee of the loan
in an original amount of  approximately  $3.3 million  including  interest.  The
guarantee  expires  in 2015  and  requires  payment  upon  the  occurrence  of a
shortfall in third-party  revenue from the  utilization of the sewage  treatment
plant. In the event of such shortfall,  Birds Eye Foods would be required to pay
the remainder of the loan for the City of Montezuma.  As of March 29, 2003,  the
outstanding loan amount,  including  interest,  was $2.1 million.  In connection
with the exit plan described in NOTE 2 to the "Notes to  Consolidated  Financial
Statements,"  a liability of  approximately  $1.4  million has been  recorded to
reflect  that  portion  associated  with  the  fresh  production  operations  of
Montezuma, Georgia.

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

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>

                                                                                    Successor
                                                                             Statement of Operations
                                                                        Three Months Ended March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------   -------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>          <C>             <C>              <C>            <C>
Net sales                                              $ 215,825    $    4,711      $  4,865         $ (4,865)      $ 220,536
Cost of sales                                           (169,570)       (3,196)       (4,536)           4,536        (172,766)
                                                       ---------    ----------      --------         --------       ---------
Gross profit/(loss)                                       46,255         1,515           329             (329)         47,770

Selling, administrative, and general expenses            (28,230)         (862)            0                0         (29,092)
Other (expense)/income                                   (11,407)       11,407           213             (213)              0
Income from former joint venture and subsidiaries            867           211             0             (687)            391
                                                       ---------    ----------      --------         --------       ---------
Operating income/(loss) before discontinued
   operations                                              7,485        12,271           542           (1,229)         19,069
Interest (expense)/income                                (15,581)        2,454           476                0         (12,651)
                                                       ---------    ----------      --------         --------       ---------
Pretax (loss)/income before discontinued operations       (8,096)       14,725         1,018           (1,229)          6,418
Tax benefit/(provision)                                    2,850        (5,293)         (125)               0          (2,568)
                                                       ---------    ----------      --------         --------       ---------
Net (loss)/income before discontinued operations          (5,246)        9,432           893           (1,229)          3,850

Discontinued operations (net of a tax benefit
    of $1)                                                    (1)            0             0                0              (1)
                                                       ---------    ----------      --------         --------       ---------
Net (loss)/income                                      $  (5,247)   $    9,432      $    893         $ (1,229)      $   3,849
                                                       =========    ==========      ========         ========       =========
</TABLE>
<PAGE>
<TABLE>
                                                                                   Successor
                                                                             Statement of Operations
                                                                        August 19, 2002 - March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>            <C>          <C>               <C>              <C>
Net sales                                              $ 590,521      $ 10,835     $   10,437        $ (10,437)       $  601,356
Cost of sales                                           (450,336)       (7,076)        (9,074)           9,074          (457,412)
                                                       ---------      --------     ----------        ---------        ----------
Gross profit/(loss)                                      140,185         3,759          1,363           (1,363)          143,944
Selling, administrative, and general expenses            (78,195)       (2,046)             0                0           (80,241)
Other (expense)/income                                   (31,453)       31,453            345             (345)                0
Income from former joint venture and subsidiaries          2,246           211              0             (687)            1,770
                                                       ---------      --------     ----------        ---------        ----------
Operating income/(loss) before discontinued
   operations                                             32,783        33,377          1,708           (2,395)           65,473
Interest (expense)/income                                (37,857)        6,045            476                0           (31,336)
                                                       ---------      --------     ----------        ---------        ----------
Pretax (loss)/income before discontinued operations       (5,074)       39,422          2,184           (2,395)           34,137
Tax benefit/(provision)                                      845       (14,147)          (352)               0           (13,654)
                                                       ---------      --------     ----------        ---------        ----------
Net (loss)/income before discontinued operations          (4,229)       25,275          1,832           (2,395)           20,483
Discontinued operations (net of a tax benefit
   of $1,048)                                             (1,572)            0              0                0            (1,572)
                                                       ---------      --------     ----------        ---------        ----------
Net (loss)/income                                      $  (5,801)     $ 25,275     $    1,832        $  (2,395)       $   18,911
                                                       =========      ========     ==========        =========        ==========
</TABLE>
<TABLE>

                                                                                   Predecessor
                                                                             Statement of Operations
                                                                        June 30, 2002 - August 18, 2002
                                                       -----------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor    Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries       Entries      Consolidated
                                                       -----------  ----------    -------------    -----------    ------------

(Dollars in Thousands)
<CAPTION>
<S>                                                     <C>           <C>          <C>              <C>            <C>
Net sales                                               $  99,188     $ 2,476      $  1,069         $ (1,069)      $ 101,664
Cost of sales                                             (76,505)     (1,611)       (1,432)           1,432         (78,116)
                                                        ---------     -------      ---------        ---------       ---------
Gross profit/(loss)                                        22,683         865          (363)             363          23,548
Selling, administrative, and general expenses             (14,946)       (488)            0                0         (15,434)
Other (expense)/income                                     (5,507)      5,507            41              (41)              0
Income from former joint venture and subsidiaries             277           0             0                0             277
                                                        ---------     -------      --------         --------       ---------
Operating income/(loss) before
   discontinued operations                                  2,507       5,884          (322)             322           8,391
Interest (expense)/income                                  (9,069)      1,322             0                0          (7,747)
                                                        ---------     -------      --------         --------       ---------
Pretax (loss)/income before discontinued operations        (6,562)      7,206          (322)             322             644
Tax benefit/(provision)                                     2,354      (2,572)          (46)               0            (264)
                                                        ---------     -------      --------         --------       ---------
Net (loss)/income before discontinued operations           (4,208)      4,634          (368)             322             380
Discontinued operations (net of a tax benefit of $205)       (295)          0             0                0            (295)
                                                        ---------     -------      --------         --------       ---------
Net (loss)/income                                       $  (4,503)    $ 4,634      $   (368)        $   322        $      85
                                                        =========     =======      ========         ========       =========
</TABLE>
<PAGE>
<TABLE>

                                                                                    Successor
                                                                                  Balance Sheet
                                                                                 March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------    ------------

(Dollars in Thousands)
<S>                                                   <C>            <C>           <C>               <C>            <C>
Assets
   Cash and cash equivalents                          $   75,422     $    246      $    717          $       0      $   76,385
   Accounts receivable, net                               67,636        2,983           121                  0          70,740
   Inventories -
     Finished goods                                      236,414          387            35                  0         236,836
     Raw materials and supplies                           20,788          421            92                  0          21,301
                                                      ----------      -------       -------          ---------      ----------
       Total inventories                                 257,202          808           127                  0         258,137

   Other current assets                                   39,934           62           689                  0          40,685
                                                      ----------      -------       -------          ---------      ----------

       Total current assets                              440,194        4,099         1,654                  0         445,947

   Property, plant and equipment, net                    208,761        3,973         3,454                  0         216,188
   Investment in subsidiaries                            347,475       11,311             0           (358,786)              0
   Goodwill and other intangible assets, net              28,449      209,938             0                  0         238,387
   Other assets                                           33,658      104,400        25,476           (129,576)         33,958
                                                      ----------     --------      --------          ---------       ---------
       Total assets                                   $1,058,537     $333,721      $ 30,584          $(488,362)      $ 934,480
                                                      ==========     ========      ========          =========       =========

Liabilities and Shareholder's Equity
   Current portion of long-term debt                  $    6,521     $     0       $      0         $        0       $   6,521
   Current portion of Termination and Transitional
     Services Agreements with Pro-Fac
     Cooperative, Inc.                                     9,339             0            0                  0           9,339
   Accounts payable                                       38,636           612          195                  0          39,443
   Accrued interest                                       10,928             0            0                  0          10,928
   Intercompany loans                                      2,198        (2,198)           0                  0               0
   Other current liabilities                              75,789         5,752        1,158                  0          82,699
                                                      ----------     ---------      -------          ---------      ----------
       Total current liabilities                         143,411         4,166        1,353                  0         148,930
   Long-term debt                                        499,556             0            0            (25,476)        474,080
   Long-term portion of Termination and
     Transitional Services Agreements
     with Pro-Fac Cooperative, Inc.                       25,299             0            0                  0          25,299
   Other non-current liabilities                         169,514             0            0           (104,100)         65,414
                                                      ----------     ---------     -------          ---------      ----------

       Total liabilities                                 837,780         4,166        1,353           (129,576)        713,723

   Shareholder's equity                                  220,757       329,555       29,231           (358,786)        220,757
                                                      ----------     ---------      -------          ---------      ----------

       Total liabilities and shareholder's equity     $1,058,537     $ 333,721     $ 30,584         $ (488,362)      $ 934,480
                                                      ==========     =========     ========          =========       =========
</TABLE>

<PAGE>
<TABLE>
                                                                                      Successor
                                                                                Statement of Cash Flows
                                                                           August 19, 2002 - March 29, 2003
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------

(Dollars in Thousands)
<CAPTION>
<S>                                                        <C>          <C>             <C>             <C>             <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                       $  (5,801)   $ 25,275        $  1,832        $ (2,395)       $  18,911
   Adjustments to reconcile net (loss)/income to cash
     provided by/(used in) operating activities -
       Depreciation                                           14,777         258             181               0           15,216
       Amortization of certain intangible assets                 249         469               0               0              718
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind     7,897           0            (476)              0            7,421
       Transitional Services Agreement with
         Pro-Fac Cooperative, Inc.                              (323)          0               0               0             (323)
       Equity in undistributed earnings of former joint
         venture and subsidiaries                             (1,585)       (211)              0             687           (1,109)
       Change in working capital                              63,442      (5,323)         (1,822)          1,708           58,005
                                                           ---------    --------        --------        --------        ---------
Net cash provided by/(used in) operating activities           78,656      20,468            (285)              0           98,839

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                 (9,104)          0            (226)              0           (9,330)
   Proceeds from disposal                                        402           0               5               0              407
   Repayments from joint venture                               6,169           0               0               0            6,169
   Proceeds from investment in CoBank                          2,203           0               0               0            2,203
   Proceeds from the GLK Transaction                          13,900           0               0               0           13,900
   Investment in GLK, LLC                                          0     (11,100)              0          11,100                0
   Dividends received                                         20,280           0               0         (20,280)               0
                                                           ---------    --------        --------        --------        ---------
Net cash provided by/(used in)  investing activities          33,850     (11,100)           (221)         (9,180)          13,349

Cash Flows From Financing Activities:
   Proceeds from issuance of long-term debt                  270,000           0               0               0          270,000
   Birds Eye Holdings Inc. investment                        175,597           0               0               0          175,597
   Adjustment of Subordinated Promissory Note                (25,000)          0               0               0          (25,000)
   Payments on prior revolving credit facility               (22,000)          0               0               0          (22,000)
   Payments on long-term debt                               (401,799)          0               0               0         (401,799)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                                (8,000)          0               0               0           (8,000)
   Payments on capital lease                                    (316)          0               0               0             (316)
   Cash paid for debt issuance costs                         (24,202)          0               0               0          (24,202)
   Cash paid for transaction fees                             (6,000)          0               0               0           (6,000)
   Dividends paid                                                  0     (20,280)              0          20,280                0
   Birds Eye Foods, Inc. investment                                0      11,100               0         (11,100)               0
                                                           ---------    --------        --------        --------        ---------
Net cash used in financing activities                        (41,720)     (9,180)              0           9,180          (41,720)

Net change in cash and cash equivalents                       70,786         188            (506)              0           70,468

Cash and cash equivalents at beginning of period               4,636          58           1,223               0            5,917
                                                           ---------    --------        --------        --------        ---------
Cash and cash equivalents at end of period                 $  75,422   $     246        $    717        $      0        $  76,385
                                                           =========   =========        ========        ========        =========
</TABLE>



<PAGE>
<TABLE>
                                                                                      Predecessor
                                                                                Statement of Cash Flows
                                                                           June 30, 2002 - August 18, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<S>                                                       <C>            <C>           <C>               <C>            <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                      $  (4,503)     $  4,634      $  (368)          $   322        $     85
   Adjustments to reconcile net (loss)/income to net
     cash (used in)/provided by operating activities -
       Depreciation                                           3,741            69            23                0           3,833
       Amortization of certain intangible assets                 50            94             0                0             144
       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 Great
         Lakes Kraut Company, LLC                              (277)            0             0                0            (277)
       Change in working capital                            (37,661)        3,890         1,252             (322)        (32,841)
                                                          ---------      --------      --------          -------        --------

Net cash (used in)/provided by operating activities         (37,449)        8,687           907                0         (27,855)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                (2,181)            0            (6)               0          (2,187)
   Advances to Great Lakes Kraut Company, LLC                (1,512)            0             0                0          (1,512)
   Proceeds from investment in CoBank                         1,115             0             0                0           1,115
   Dividends received                                         8,750             0             0           (8,750)              0
                                                          ---------      --------      --------          -------        --------

Net cash used in investing activities                         6,172             0            (6)          (8,750)         (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 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>
<PAGE>
<TABLE>
                                                                                      Predecessor
                                                                                Statement of Operations
                                                                          Three Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<S>                                                        <C>           <C>            <C>              <C>             <C>
Net sales                                                  $  237,320    $  3,377       $  6,834         $  (6834)       $ 240,697
Cost of sales                                                (183,164)     (2,530)        (6,475)           6,475         (185,694)
Gross profit                                                   54,156         847            359             (359)          55,003
Other (expense)/income                                        (11,081)     11,081            368             (368)               0
Selling, administrative, and general expenses                 (30,044)       (863)             0                0          (30,907)
Income from Great Lakes Kraut Company, LLC                        627           0              0                0              627
                                                           ----------    --------       --------         --------        ---------
Operating income/(loss) before dividing with Pro-Fac           13,658      11,065            727             (727)          24,723
Interest (expense)/income                                     (18,322)      2,665              0                0          (15,657)
                                                           ----------    --------       --------         --------        ---------
Pretax (loss)/income before dividing with Pro-Fac              (4,664)     13,730            727             (727)           9,066
Pro-Fac share of income                                        (3,798)          0              0                0           (3,798)
                                                           ----------    --------       --------         --------        ---------
Pretax (loss)/income before discontinued operations            (8,462)     13,730            727             (727)           5,268
Tax benefit/(provision)                                         2,988      (4,899)          (148)               0           (2,059)
                                                           ----------    --------       --------         --------        ---------
Net (loss)/income before discontinued operations               (5,474)      8,831            579             (727)           3,209
Discontinued operations (net of a tax benefit of $570)           (891)          0              0                0             (891)
                                                           ----------    --------       --------         --------        ---------
Net (loss)/income                                          $   (6,365)   $  8,831       $    579         $   (727)       $   2,318
                                                           ==========    ========       ========         ========        =========
</TABLE>
<TABLE>

                                                                                        Predecessor
                                                                                  Statement of Operations
                                                                             Nine Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                         <C>         <C>            <C>               <C>            <C>
Net sales                                                   $ 763,074   $  11,397      $  14,655         $(14,655)      $ 774,471
Cost of sales                                                (593,046)     (8,008)       (14,106)          14,106        (601,054)
                                                            ---------   ---------      ---------         --------       ---------
Gross profit                                                  170,028       3,389            549             (549)        173,417
Other (expense)/income                                        (43,193)     43,043            582             (582)           (150)
Selling, administrative, and general expenses                 (91,671)     (2,644)             0                0         (94,315)
Income from Great Lakes Kraut Company, LLC                      1,825           0              0                0           1,825
                                                            ---------   ---------      ---------         --------       ---------
Operating income/(loss) before dividing with Pro-Fac           36,989      43,788          1,131           (1,131)         80,777
Interest (expense)/income                                     (58,632)      7,949              0                0         (50,683)
                                                            ---------   ---------      ---------         --------       ---------
Pretax (loss)/income before dividing with Pro-Fac             (21,643)     51,737          1,131           (1,131)         30,094
Pro-Fac share of income                                       (12,860)          0              0                0         (12,860)
                                                            ---------   ---------      ---------         --------       ---------
Pretax (loss)/income before discontinued operations           (34,503)     51,737          1,131           (1,131)         17,234
Tax benefit/(provision)                                        11,478     (18,402)          (401)               0          (7,325)
                                                            ---------   ---------      ---------         --------       ---------
Net (loss)/income before discontinued operations              (23,025)     33,335            730           (1,131)          9,909
Discontinued operations (net of a tax benefit
   of $1,859)                                                  (2,515)          0              0                0          (2,515)
                                                            ---------   ---------      ---------         --------       ---------
Net (loss)/income                                           $ (25,540)  $  33,335      $     730         $ (1,131)      $   7,394
                                                            =========   =========      =========         ========       =========
</TABLE>

<PAGE>
<TABLE>

                                                                                      Predecessor
                                                                                     Balance Sheet
                                                                                     June 29, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)

<S>                                                        <C>           <C>            <C>              <C>             <C>
Assets
Current assets:

   Cash and cash equivalents                               $ 14,243      $    121       $    322         $        0      $   14,686
   Accounts receivable, net                                  73,055         2,945              0                  0          76,000
   Inventories -
     Finished goods                                         264,411           223            136                  0         264,770
     Raw materials and supplies                              26,193           623            159                  0          26,975
                                                          ---------      --------       --------         ----------      ----------
       Total inventories                                    290,604           846            295                  0         291,745

   Other current assets                                      64,585          (158)           257                  0          64,684
                                                          ---------      --------       --------         ----------      ----------
       Total current assets                                 442,487         3,754            874                  0         447,115

Property, plant and equipment, net                          278,510         3,883          3,441                  0         285,834
Investment in subsidiaries                                  163,093             0              0           (163,093)              0
Goodwill and other intangible assets, net                    12,406        55,109              0                  0          67,515
Other assets                                                 57,031       103,655              0           (103,409)         57,277
                                                           --------      --------       --------         ----------      ----------

       Total assets                                        $953,527      $166,401       $  4,315         $ (266,502)     $  857,741
                                                           ========      ========       ========         ==========      ==========

Liabilities and Shareholder's Equity
Current liabilities:
   Current portion of long-term debt                       $ 14,916      $      0       $      0         $        0      $   14,916
   Accounts payable                                          70,225           836            137                  0          71,198
   Accrued interest                                           6,255             0              0                  0           6,255
   Intercompany loans                                          (115)          275           (160)                 0               0
   Other current liabilities                                 43,319         5,712            823                  0          49,854
                                                           --------      --------       --------         ----------      ----------
       Total current liabilities                            134,600         6,823            800                  0         142,223

Long-term debt                                              623,057             0              0                  0         623,057
Other non-current liabilities                               134,855             0              0           (103,409)         31,446
                                                           --------      --------       --------         ----------      -----------

       Total liabilities                                    892,512         6,823            800           (103,409)        796,726

Shareholder's equity                                         61,015       159,578          3,515           (163,093)         61,015
                                                           --------      --------       --------         ----------      -----------

       Total liabilities and shareholder's equity          $953,527      $166,401       $  4,315         $ (266,502)     $  857,741
                                                           ========      ========       ========         ==========      ==========
</TABLE>


<PAGE>
<TABLE>
                                                                                    Predecessor
                                                                                Statement of Cash Flows
                                                                           Nine Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Agrilink    Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------    -----------     ------------
(Dollars in Thousands)


<S>                                                        <C>           <C>             <C>             <C>            <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                       $   (25,540)  $ 33,335        $    730        $  (1,131)     $    7,394
   Adjustments to reconcile net (loss)/income to net
     cash (used in)/provided by operating activities -
       Depreciation                                             22,261        405             221                0          22,887
       Amortization of certain intangible assets                   299        563               0                0             862
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind       5,098          0               0                0           5,098
       Equity in undistributed earnings of
         Great Lakes Kraut Company, LLC                         (1,067)         0               0                0          (1,067)
       Change in working capital                               (96,892)       404             345            1,131         (95,012)
                                                           -----------   --------        --------        ---------       ---------

Net cash (used in)/provided by operating activities            (95,841)    34,707           1,296                0         (59,838)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                  (10,521)         0             (16)               0         (10,537)
   Proceeds from disposals                                          52          0               0                0              52
   Repayments from Great Lakes Kraut Company, LLC                1,784          0               0                0           1,784
   Proceeds from investment in CoBank                            3,998          0               0                0           3,998
   Dividends received                                           33,925          0               0          (33,925)              0
                                                           -----------   --------        --------        ---------       ---------

Net cash used in investing activities                           29,238          0             (16)         (33,925)         (4,703)

Cash Flows From Financing Activities:
   Net proceeds on prior revolving credit facility              75,400          0               0                0          75,400
   Payments on long-term debt                                   (9,072)         0               0                0          (9,072)
   Payments on capital leases                                     (111)         0               0                0            (111)
   Cash paid for in conjunction with debt amendment             (1,694)         0               0                0          (1,694)
   Dividends paid                                                    0    (33,925)              0           33,925               0
                                                           -----------   --------        --------        ---------       ---------

Net cash provided by financing activities                       64,523    (33,925)              0           33,925          64,523

Net change in cash and cash equivalents                         (2,080)       782           1,280                0             (18)

Cash and cash equivalents at beginning of period                 7,624         21              11                0           7,656
                                                           -----------   --------        --------        ---------       ---------
Cash and cash equivalents at end of period                 $     5,544   $    803        $  1,291        $       0      $    7,638
                                                           ===========   ========        ========        =========      ==========
</TABLE>
<PAGE>
<PAGE>

NOTE 11. OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty  Product  Company.  As part of the  transaction,  Birds Eye
Foods agreed to contract pack Nalley and Farman's  pickle  products for a period
of two years,  ending  June 2002.  In  anticipation  of the  completion  of this
co-pack   contract,   the  Company   initiated   restructuring   activities  for
approximately 140 employees in its facility located in Tacoma, Washington during
the first quarter of fiscal 2002.  The total  restructuring  charge  amounted to
$1.1 million and was primarily comprised of employee termination benefits.  This
amount has been liquidated as of December 28, 2002.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300 positions.  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  $1.6 million in the second quarter of fiscal 2002,  primarily
consisting of employee termination benefits.  This amount has been liquidated as
of December 28, 2002.

Gain from Pension Curtailment:  In September 2001, the Company made the decision
to freeze benefits provided under its Master Salaried Retirement Plan. Under the
provisions of SFAS No. 88,  "Accounting  for  Settlements  and  Curtailments  of
Defined  Benefit  Pension  Plans and for  Termination  Benefits,"  these benefit
changes resulted in the recognition of a $2.5 million net curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon, Blue Line Farms commenced a class action suit ("Blue Line Farms
litigation") against the Company,  Pro-Fac  Cooperative,  Inc., Mr. Mike Shelby,
and "Does" 1-50, representing  directors,  officers, and agents of the corporate
defendants,  alleging  various claims related to the operation of PF Acquisition
II, Inc., a former subsidiary of Pro-Fac that conducted  business under the name
AgriFrozen  Foods  ("AgriFrozen").  The  complaint was  subsequently  amended to
eliminate  "Does" 1- 50 as  parties.  The  relief  sought  included a demand for
damages of $50.0 million.  On December 23, 2002,  Pro-Fac,  Birds Eye Foods, and
the other  defendants  reached an  agreement  in  principle as to the terms of a
settlement of the Blue Line Farms litigation, as well as of related claims under
Oregon's grower lien statute pending in the United States  Bankruptcy  Court for
the District of Oregon,  known as the Seifer Trust litigation.  The Seifer Trust
litigation  also named  Pro-Fac and Birds Eye Foods among its named  defendants.
The parties in the Blue Line Farms litigation  negotiated a settlement agreement
which has been approved by the Multnomah County Circuit Court.  Other conditions
of the  settlement  were  satisfied on or before April 14, 2003. In  conjunction
with  the  settlement  of the  Blue  Line  Farms  litigation  and  Seifer  Trust
litigation,  Birds Eye Foods has recorded a liability in purchase accounting for
approximately  $1.9 million,  including  legal costs,  for this  pre-acquisition
contingency.  In April  2003,  payment  of the  settlement  amounts  was made in
accordance with the settlement agreement.

The Unit Purchase  Agreement for the Transaction  contains  specific  provisions
concerning the Blue Line Farms matter and other AgriFrozen related litigation of
Birds Eye Foods.  These provisions address the sharing of defense costs, as well
as judgment and  settlement  costs,  between Birds Eye Foods and Pro-Fac.  On an
annual basis,  Birds Eye Foods has agreed to bear  responsibility  for the first
$300,000  of  defense  costs.  In  addition,  Birds  Eye  Foods  agreed  to bear
responsibility  for  one-half  of defense  costs in excess of  $300,000  and for
one-half of judgment and settlement  costs,  subject to an aggregate cap of $3.0
million  after which  Pro-Fac is  responsible  for all costs.  These  provisions
regarding  a  sharing  of  costs  apply  specifically  to the  Blue  Line  Farms
litigation  and the Seifer Trust  litigation.  These  provisions do not apply to
other AgriFrozen  related  litigation,  the responsibility for which is entirely
with Pro-Fac.