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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended April 27, 2003

OR

For the transition period from              to             .

Commission file number 001-14335

DEL MONTE FOODS COMPANY

(Exact name of registrant as specified in its charter)

One Market @ The Landmark, San Francisco, California 94105

(Address of Principal Executive Offices including Zip Code)

(415) 247-3000

(Registrant’s Telephone Number, Including Area Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

Indicate by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of December 31, 2002, based upon the closing price of the Common Stock as reported by the New York Stock Exchange on such date, was approximately $1,420,642,647. On December 20, 2002, the registrant changed its fiscal year-end from June 30 to the Sunday closest to April 30. December 31, 2002 would have been the end of the registrant’s most recently completed second fiscal quarter had the fiscal year-end not been changed.

The number of shares outstanding of Common Stock, par value $0.01, as of close of business on June 30, 2003 was 209,313,333.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant has incorporated by reference in Part III of this report on Form 10-K portions of its definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year.

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DEL MONTE FOODS COMPANY

For the Fiscal Year Ended April 27, 2003

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Special Note Regarding Forward Looking Statements

This report on Form 10-K, including the sections entitled “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Act of 1934. Statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements are based on our plans, estimates and projections at the time we make the statements, and you should not place undue reliance on them. In some cases, you can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others: the success of the integration of the businesses we acquired from H.J. Heinz Company (“Heinz”) in a timely and cost effective manner; the risk that we may incur liabilities as a result of the acquisition of these businesses that are currently unknown; costs related to the acquisition and integration of these businesses; the actions of the U.S., foreign and local governments; general economic and business conditions; weather conditions; energy costs and availability; crop yields; competition, including pricing and promotional spending levels by competitors; raw material costs and availability; fish availability and pricing; high leverage; product liability claims; changes in or the failure or inability to comply with, governmental regulations, including environmental regulations; foreign currency exchange and interest rate fluctuations; the loss of significant customers or a substantial reduction in orders from these customers; the timely introduction and market acceptance of new products; changes in business strategy or development plans; availability, terms and deployment of capital; ability to increase prices; disruption in relationships with our employees; industry trends, including changes in buying and inventory practices by customers; production capacity constraints and other economic, business, competitive and/or regulatory factors affecting our operations discussed below. See also “Factors That May Affect Our Future Results and Stock Price.”

All forward-looking statements in this report on Form 10-K are qualified by these cautionary statements and are made only as of the date of this report. We undertake no obligation, other than as required by law, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Helpful Information

As used throughout this Form 10-K, unless the context otherwise requires, “DMFC” means Del Monte Foods Company, and “Del Monte” or “the Company” means DMFC and its consolidated subsidiaries. “DMC” means Del Monte Corporation, which refers to (i) for periods before the merger, a wholly-owned subsidiary of DMFC that merged with and into SKF Foods, Inc. (“SKF”) on December 20, 2002 and (ii) for periods after the merger, a wholly-owned subsidiary of DMFC, which represents the combined operations of pre-merger DMC and SKF. See below for further discussion of the merger. Del Monte’s fiscal year ends on the Sunday closest to April 30, and its fiscal quarters typically end on the Sunday closest to the end of July, October and January. As used throughout this Form 10-K, “fiscal 2003” means Del Monte’s fiscal year ended April 27, 2003; “fiscal 2002” means Del Monte’s fiscal year ended May 1, 2002; “fiscal 2001” means Del Monte’s fiscal year ended May 2, 2001; and “fiscal 2004” means Del Monte’s fiscal year ending May 2, 2004.

On December 20, 2002, DMFC completed the acquisition of certain businesses from Heinz, including Heinz’s U.S. and Canadian pet food and pet snacks, North American tuna, U.S. retail private label soup, and U.S. infant feeding businesses (the “Acquired Businesses”). Del Monte acquired these businesses through the merger (the “Merger”) of DMC, a subsidiary of DMFC, with and into SKF, previously a wholly-owned

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subsidiary of Heinz. The Merger has been accounted for as a reverse acquisition in which SKF is treated as the acquirer and DMC the acquiree, primarily because Heinz shareholders owned a majority of DMFC’s common stock upon completion of the Merger. As a result, the historical financial statements of SKF, which reflect the operations of the Acquired Businesses while under the management of Heinz, became the historical financial statements of Del Monte as of the completion of the Merger. Therefore, any financial information and numerical data provided for fiscal years 2002 and 2001 reflects the operations of SKF only and does not reflect the pre-Merger operations of Del Monte for these periods. Any financial information and numerical data provided for fiscal 2003 reflects the operations of SKF for the period from May 2, 2002 to December 20, 2002 and reflects the combined operations of SKF and the existing Del Monte businesses for the period from December 21, 2002 to April 27, 2003.

Market Data

Unless otherwise indicated, all statements presented in this Form 10-K regarding Del Monte’s brands and market share are based on data obtained from ACNielsen. ACNielsen is an independent market research firm and makes its data available to the public at prescribed rates. We have not independently verified information obtained from ACNielsen. References to U.S. market share are based on equivalent case volume sold through retail grocery stores (excluding Wal-Mart Stores, Inc (“Wal-Mart”), and some supercenters and club stores which are not monitored by ACNielsen) with at least $2.0 million in sales, except references to U.S. market share for pet snacks, which are based on dollar share, which we believe is a more appropriate measure for that business. References to processed vegetables, fruit and tomato products do not include frozen products. Market share data for processed vegetables and solid tomato products include only those categories in which Del Monte competes. The data for processed fruit includes major fruit and single-serve categories in which Del Monte competes and excludes specialty and pineapple categories. The data for seafood represents the processed tuna category which includes both canned and pouch tuna. The data for pet food reflects total U.S. food and mass merchandisers (excluding Wal-Mart) which includes the dry dog food, wet dog food, dry cat food, wet cat food, chewy dog snacks, biscuit crunchy dog snacks, and cat treat categories. The data for soup and infant feeding products includes the canned soup, total broth and total baby food categories. References to fiscal 2003 market share refer to the 52-week period ended April 26, 2003.

Trademarks

Del Monte, Contadina, StarKist, S&W, SunFresh, Fruit Cup, Fruit Naturals, Orchard Select, Tropical Select, Kibbles ‘n Bits, 9Lives, Pup-Peroni and College Inn, among others, are registered or unregistered trademarks of Del Monte.

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PART I

Item 1.     Business

Overview

Del Monte Foods Company (“DMFC”) is one of the country’s largest and most well known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating approximately $2.2 billion in net sales in fiscal 2003. Our leading food brands include Del Monte, StarKist, Contadina, S&W and College Inn and other brand names, and our pet food and pet snacks brands include 9Lives, Kibbles ‘n Bits, Pup-Peroni and Pounce. Our products are sold nationwide, in all channels serving retail markets, as well as to the U.S. military, certain export markets, the foodservice industry and other food processors. We utilize 16 production facilities and 18 distribution centers in the United States and have additional operating facilities in Ecuador, American Samoa, Canada and Venezuela. Through strategic acquisitions, we have expanded our product offerings; further penetrated grocery chains, club stores, supercenters and mass merchandisers; improved market share; and leveraged our manufacturing capabilities.

We believe our diversified, multi-category product line provides us with a competitive advantage in selling to the retail grocery industry. We sell our products in the U.S. retail dry grocery market primarily through grocery chains, club stores, supercenters and mass merchandisers. Our long-term relationships with our customers allow them to rely on our continuity of supply and our value-added services, such as our category and inventory management programs, which enable our customers to more effectively manage their inventory and business.

History of Del Monte Foods Company

Our predecessor was originally incorporated in 1916 and remained a publicly traded company until its acquisition in 1979 by the predecessor of RJR Nabisco, Inc. (“RJR Nabisco”). In December 1989, RJR Nabisco sold Del Monte’s fresh produce operations to Polly Peck International PLC. In January 1990, an investor group led by Merrill Lynch & Co. purchased Del Monte and certain of its subsidiaries from RJR Nabisco. Following this sale, we divested several of our non-core businesses and all of our foreign operations. In April 1997, we were recapitalized with an equity infusion from Texas Pacific Group and other investors. In February 1999, we again became a publicly traded company and are currently listed on the New York Stock Exchange and the Pacific Exchange under the symbol “DLM”.

From 1997 to 2001, we completed several acquisitions including: in 1997, the acquisition of assets comprising Nestle USA, Inc.’s U.S. business of manufacturing and marketing certain processed tomato products and the rights to Contadina processed tomato products; in 1998, the rights to the Del Monte brand in South America from Nabisco, Inc. and Nabisco’s processed vegetable and tomato business in Venezuela; in 2000, the rights to the SunFresh brand citrus and tropical fruits line of the UniMark Group. Inc. (“UniMark”); and in 2001, the inventory and rights to the brand name of the S&W business from Tri Valley Growers, an agricultural cooperative association, which included processed fruits, tomatoes, vegetables, beans and specialty sauces.

The Merger with the Acquired Businesses

On December 20, 2002, we completed the acquisition of certain businesses of H.J. Heinz Company (“Heinz”), including Heinz’s U.S. and Canadian pet food and pet snacks, North American tuna, U.S. retail private label soup, and U.S. infant feeding businesses (the “Acquired Businesses”). The Acquired Businesses include brand names, such as StarKist, College Inn, 9Lives, Kibbles ‘n Bits, Pounce and Pup-Peroni.

The acquisition was completed pursuant to a Separation Agreement (the “Separation Agreement”), dated as of June 12, 2002, between Heinz and SKF Foods Inc., then a wholly-owned direct subsidiary of Heinz (“SKF”), and an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 12, 2002, by and among

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Del Monte Foods Company, Heinz, SKF and Del Monte Corporation (“DMC”), a wholly-owned direct subsidiary of DMFC. Under the terms of the Merger Agreement and Separation Agreement, (i) Heinz transferred the Acquired Businesses to SKF and distributed all of the issued and outstanding shares of SKF common stock on a pro rata basis (the “Spin-off”) to the holders of record of the outstanding common stock of Heinz on December 19, 2002, and (ii) DMC merged with and into SKF, with SKF being the surviving corporation and becoming a new wholly-owned subsidiary of DMFC (the “Merger”). In connection with the Merger, each share of SKF common stock was converted into 0.4466 shares of DMFC common stock. DMFC issued 156.9 million shares of DMFC common stock as a result of the Merger. Immediately following the Merger, SKF, as the new wholly-owned subsidiary of DMFC, changed its name to “Del Monte Corporation” (with respect to periods after the Merger, “DMC”).

The Merger has been accounted for as a reverse acquisition in which SKF is treated as the acquirer and DMC the acquiree, primarily because Heinz shareholders owned a majority, approximately 74.5 percent, of DMFC’s common stock upon completion of the Merger. As a result, the historical financial statements of SKF, which reflect the operations of the Acquired Businesses while under the management of Heinz; became the historical financial statements of Del Monte as of the completion of the Merger. For the current reporting period, our financial statements reflect the combined operations of SKF and the existing Del Monte business for periods after December 20, 2002, and reflect solely the operations of SKF for periods prior to December 20, 2002.

On December 20, 2002, in connection with the Merger, we borrowed under the following new senior secured credit facilities:

In addition, in connection with the Spin-off and Merger, SKF issued $450.0 million ($300.0 million of which was issued directly to Heinz in connection with the Spin-off and subsequently sold by Heinz) of 8.625% senior subordinated notes due December 15, 2012 (“the 2012 Notes”). Also in connection with the Merger, we established a $300.0 million six-year floating rate revolving credit facility (the “Revolver”) with several lending participants, under which we initially borrowed $93.0 million. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further description of the financing for the Spin-off and Merger.

DMFC, then known as DMPF Holdings Corp., was incorporated under the laws of the State of Maryland in 1989, renamed DMFC in December 1991, and was reincorporated under the laws of the State of Delaware in 1998. DMC, the new wholly-owned subsidiary of DMFC, was incorporated in Delaware in June 2002 under the name SKF Foods, Inc. Each of DMFC and Del Monte Corporation maintains its principal executive office at One Market @ The Landmark, San Francisco, CA 94105. Del Monte’s telephone number is (415) 247-3000 and its website is www.delmonte.com. Periodic and current reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on this website as soon as reasonably practicable, after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

Company Products

We have the following reportable segments:

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The following table sets forth our total net sales by segment, expressed in dollar amounts and as percentages of our total net sales, for the fiscal years indicated (see Note 16 to our consolidated financial statements for fiscal 2003 for operating income/loss by segment and for a discussion of changes in our reportable segments in fiscal 2003):

The Industry

Overall.    The United States processed food industry is generally characterized by relatively stable growth based on modest price and population increases. We believe that fundamentals for the overall packaged food industry are favorable since these products are generally considered to be staple items for consumers to purchase. While consumption growth is predicted to be modest in the United States, we believe that certain product segments that address changing consumer needs, such as healthy snacking and packaged produce, offer opportunities for faster growth.

We face substantial competition throughout our product lines from numerous well-established businesses operating nationally or regionally with single or multiple branded product lines, as well as from private label manufacturers, that compete for consumer preference, distribution, shelf space and merchandising support. In general, we compete on the basis of quality, breadth of product line, brand awareness, price, taste, nutrition, variety, value-added services such as inventory management services and convenience. A number of our competitors have broader product lines and substantially greater financial and other resources available to them.

Food producers have been impacted by two key trends affecting their retail customers: consolidation and increased competitive pressures. Retailers are rationalizing costs in an effort to improve profitability, including efforts to reduce inventory levels, increase supply-chain efficiency and decrease working capital requirements. In addition, more traditional grocers have experienced increasing competition from rapidly growing club stores, supercenters and mass merchandisers, which offer every-day low prices. Retailer customers generally offer a private label store brand in addition to offering the number one and number two national or regional brands in different product categories. Sustaining strong relationships with retailers has become a critical success factor for food companies and is driving initiatives such as category and inventory management. Food companies that offer such value-added services have been able to increase shelf space, maximize distribution efficiencies, further strengthen their relationships with retailers and maintain their leadership positions.

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Consumer Products.    Branded food manufacturers typically establish pricing and lead innovation in the processed food categories in which our products compete. In the canned tuna market, private label sales accounted for only 13.4% of the total canned tuna market in fiscal 2003, while the top 3 branded competitors, led by our StarKist brand, accounted for over 80% of the canned tuna market. However, private label products collectively have the largest market shares in the vegetable and solid tomato categories and the second largest market share in the major fruit category. Private label products as a group represented 44.8%, 41.4%, and 32.3% of processed vegetable, major fruit and solid tomato sales, respectively, in fiscal 2003. The aggregate market share of the private label segment has remained relatively stable over the past several years in each of our principal product categories.

Pet Products.    The Pet Products categories in which we compete made up a multi-billion dollar market for fiscal 2003, growing at an average of 4% over the last three years. The markets in which we compete are dry and wet dog food, dry and wet cat food, and pet snacks. We believe category growth has been fueled by steadily increasing pet ownership and an increasing pet population, as over half of all American households own pets. Private label products accounted for approximately 15% of the total market share in the Pet Products categories in which we compete, with the rest of the market divided between a small number of branded manufacturers.

Soup and Infant Feeding Products.    The soup and infant feeding categories in which we compete include private label and branded soup and broth, gravy, and infant feeding products. Competitors in these markets include a small number of branded and private label manufacturers. Our private label soup and College Inn broth products compete in a market comprised of approximately 83% soup products and 17% broth products. This market’s retail sales include Campbell Soup’s Swanson broth brand, Campbell Soup’s Campbell’s brand, General Mills’ Progresso brand, and our products. Smaller regional brands and other private label manufacturers make up the rest of the market. While the overall market has experienced only modest 1% retail sales growth, the Ready-to-Serve segment continues to show growth, and has grown at a rate of 5.3% from fiscal year 2002 to 2003. Total private label retail sales make up approximately 13% of the market.

The vast majority of products in the infant feeding categories are sold through the retail grocery channel as well as mass merchandisers. Overall, the grocery channel is currently declining in retail sales, due to both a shift in sales away from the traditional grocery channel towards mass merchandisers and declining birth rates. Novartis’ Gerber, Milnot’s Beech-Nut, and Del Monte’s Nature’s Goodness brands make up over 90% of the market. Private label is a relatively new entry in this market and has only limited retail distribution.

Consumer Products

The Consumer Products segment is made up of the following categories:

We are one of the largest marketers of processed vegetables, fruit, solid tomatoes and tuna in the United States, with 23.2%, 42.3%, 20.5% and 41.8% market share in fiscal 2003, respectively. Our seafood business, consisting of StarKist branded seafood products, had nearly double the market share of its nearest competitor.

Our Del Monte Brands products are in mature categories, characterized by high household penetration. We sell our Del Monte Brands products under the Del Monte, S&W, SunFresh, Fruit Naturals, Orchard Select, and Contadina brands, as well as private label to key customers. Due to our strong brand awareness and our value-added products, we are able to price our vegetable, fruit and solid tomato products at a premium compared to private label products, which enables us to realize higher margins.

While almost half of our tuna case sales are of chunk light tuna in cans, we are expanding our focus on new innovative products in order to shift the product mix away from commodity-like products and towards products

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with higher retail prices and higher profit margins. New product launches such as the StarKist Flavor Fresh Pouch introduced in October 2000, and Lunch-To-Go and Tuna Creations introduced in 2002, reflect this objective. In fiscal 2003, our StarKist brand had the highest market share of pouch tuna.

Our Del Monte Brands category includes vegetable, fruit and tomato products, such as: vegetables, including cut green beans, French-style green beans, whole kernel and cream-style corn, peas, mixed vegetables, spinach, carrots, potatoes, asparagus, zucchini, lima beans and wax beans; fruit, including cling peaches, pears, fruit cocktail/mixed fruits, apricots, freestone and spiced peaches, mandarin oranges, cherries, grapefruits, pineapple, and tropical mixed fruit; tomato products, including stewed, crushed, diced, chunky, wedges, and puree products, as well as ketchup, tomato sauce, tomato paste, and spaghetti and pizza sauces. Our seafood category products include canned and pouch tuna, including solid white albacore tuna, chunk white albacore tuna, chunk light tuna, tuna fillets, and low-sodium and low-fat tuna.

Competitors in Del Monte Brands products include branded and private label vegetable, fruit, and tomato processors. Private label products taken as a whole command the largest share of the processed vegetable market, but their market share has remained relatively stable over the past decade. Our primary competitors in the vegetable market are Green Giant and private label; in the fruit market, competitors include Signature Fruit Company’s Libby’s and private label, Pacific Coast Producers’ private label and Dole; and in the tomato market, competitors include Con Agra’s Hunts, Heinz’s Classico and Heinz brands, Campbell’s Prego, Unilever’s Ragu and private label.

Our seafood products compete based on their price, brand recognition, taste and convenience. Competitors include a small number of large branded and private label producers. The StarKist brand primarily competes with Centre Partner’s Bumble Bee and Chicken of the Sea brands in the branded tuna market. These top three brands, combined, account for over 80% of the tuna market.

Pet Products

The Pet Products segment is made up of the following categories:

Our pet products represent some of the leading pet food and pet snacks in the United States, with a strong presence in most major product categories. Our pet products portfolio includes well-recognized national brands, as well as strong regional brands. We compete in the dry and wet dog food categories, with market shares of 7.5% and 12.1%% in fiscal 2003, respectively; the dry and wet cat food categories, with market shares of 4.4% and 21.0% respectively; and the chewy dog snack, biscuit crunchy dog snack, and cat treats pet snacks categories, with market shares of 38.8%, 11.1%, and 36.3%, respectively, in fiscal 2003. The products in the pet foods categories are primarily marketed under nationally recognized, industry leading brands. 9Lives wet cat food is associated by consumers with the widely recognizable icon Morris the Cat. Kibbles ‘n Bits dog food is comprised of crunchy, moist and meaty pieces and has historically been supported by ad campaigns featuring the familiar “Kibbles ‘n Bits” jingle.

Our pet snacks business enjoys strong brand equity in the fastest growing and highest margin category of the pet food industry. We have a diverse and expanding pet snack product portfolio, including brands such as Pounce and Pup-Peroni, which have leading market shares in the cat snacks and soft and chewy dog snacks categories, respectively, in fiscal 2003. Pounce cat snacks include both crunchy and chewy snacks. Pup-Peroni dog snacks include the traditional soft and chewy snack and the new Pup-Peroni Nawsomes! product. Our pet snacks businesses also include the well-established brands Snausages, Jerky Treats, Canine Carry-Out and Meaty Bone.

We are focused on expanding our sales in the pet snacks category through continued product and packaging innovation and the targeting of new consumer segments, as illustrated by the recent introduction of the

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Snausages Scooby Snacks crunchy dog snacks, targeted to children who own pets, and the innovative, braided Pup-Peroni Nawsomes! dog snack packaged in a tennis ball can. We are also expanding our reach by placing products in new distribution channels and in non-traditional locations such as check-out aisles of retailers.

Our veterinary pet products category consists of pet food and pet snacks that are formulated to address specific pet health issues and dietary needs. We offer veterinary pet food and pet snack products in the United States and Canada under the brands IVD and MediCal. The veterinary pet products business has a different target customer, research and development process and distributor base than the general pet products business and is priced at a premium compared to the general pet products business.

The mass market pet food and pet snacks products are distributed in most channels serving retail markets, and the veterinary pet food and pet snacks products are distributed primarily through veterinarians. We also manufacture private label pet food for a select number of retailers.

Competition in the pet food and pet snacks categories in grocery and pet store outlets is primarily based on taste, brand recognition, nutrition, variety and price. In the veterinary channel, it is based on efficacy and veterinarian recommendations. We face competition from branded and private-label pet food and pet snack products manufactured by companies such as Nestle-Purina, Mars, Colgate, Kraft, Doane Pet Care, Procter & Gamble’s Iams division, and Menu.

Soup and Infant Feeding Products

The Soup and Infant Feeding Products segment can be separated by two distinct product categories:

Our soup and broth products include private label soup and College Inn broth. Our private label soup products accounted for well over half of the private label soup market, while our College Inn broth products accounted for 15.1% of the total broth market in fiscal 2003. In fiscal 2003, we were the second largest marketer of non-formula, infant feeding products in the United States, with 11.7% of the retail grocery market. We market prepared and dried infant foods under the Nature’s Goodness brand.

We market and produce a broad array of private label soup products, including ready-to-serve, homestyle, chunky, condensed and broth. We market College Inn chicken, beef and vegetable broths and specialty broths. Since fiscal 2000, our private label soup business has exhibited strong sales growth partially through private label soup gaining share within the soup category, but principally as a result of an increase in the number of retailers using our private label soup. We established our industry-leading position in the private label soup market by providing branded expertise to grow the business through product formulation and merchandising support. We market broth products under the brand College Inn. College Inn is a regional brand focused primarily in the northeastern United States. In fiscal 2003, while it has approximately 15.1% of the overall U.S. broth market and was the second largest branded broth product in the U.S., it had approximately 43% market share in its core markets in the northeastern United States, which make up 86% of its total case volume. Specialty broth products, such as fat-free, low-sodium and flavored chicken and beef broths, are priced at a premium compared to other broth products and carry higher margins. We recently began selling broth products in resealable cartons, reflecting our continued commitment to innovation and convenience for the consumer. Our soup and broth products compete on the basis of taste, variety and price. Competitors in soup include a small number of branded and private label manufacturers. Our soup products compete primarily with Campbell Soup’s Campbell’s and General Mills’ Progresso brands, and our College Inn broth competes primarily with Campbell Soup’s Swanson brand.

Our Nature’s Goodness baby food is aimed at three different stages of infant development: beginner foods, combination-ingredient foods and toddler meals. Our products in the beginner stage include a wide variety of

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single-ingredient processed baby cereals, fruits, vegetables and juices marketed under our Nature’s Goodness Step One brand. The combination-ingredient stage includes meats, dinners and desserts, in addition to those foods offered in our Step One line. These products are marketed under our Nature’s Goodness Step Two and Nature’s Goodness Step Three brands, which are formulated for infants between the ages of 6 to 12 months. The toddler meals stage offers infant feeding products that resemble adult-style meals. These products are marketed under our Nature’s Goodness Step Four brand and are targeted for toddlers from the age of one year. The U.S. infant feeding market is led by Gerber, which has over 70% share of the market. Retailers typically choose to stock two brands of infant feeding products, typically Gerber and one of the two other large national brands, Nature’s Goodness or Beech-Nut.

Sales, Marketing and Value-Added Services

Sales and Marketing

We use both independent retail brokers and a direct sales force to sell our products to our customers in different channels. We use retail brokers for the retail grocery channel and most of our drug store customers. A direct sales force is used for most of our club store, supercenter and mass merchandiser customers. We use a combination of retail brokers and a direct sales force for channels such as pet specialty, foodservice, food ingredients, private label and military.

In January 2003, we appointed one primary national retail grocery broker to represent us for a broad range of grocery retailers as well as certain other channels. We also use this broker to handle the bulk of account calls and to supplement customer management for our sales teams. We pay commissions to this broker based on a percentage of sales or on a case rate for some products.

We believe that a focused and consistent marketing strategy is critical to the successful merchandising and growth of our brands. Our marketing function includes new product development, pricing strategy, consumer promotion, advertising, publicity and package design. We use consumer advertising to support awareness of new items and initial trial by consumers and to build recognition of our brand names, and use trade spending to deliver merchandising and price promotion to our customers.

Value-Added Services

Our category management software is designed to assist customers in managing an entire product category, including other branded and private label products in the same category. Customers using our category management services are able to more rapidly identify optimal shelving and merchandising strategies for our various product categories so as to achieve an optimal product mix and overall category performance. We believe that utilization of these category management tools has contributed to increased shelf presence for our products relative to those of our competitors.

We also offer vendor-managed inventory services which enable our customers to optimize their inventory requirements while maintaining their ability to service consumers. We manage the inventory of our products for customers who account for approximately 25% of our retail sales. For these customers, we provide inventory management software that analyzes market trends to determine optimal inventory and service levels, as well as the human resources necessary to implement the software. We believe providing these value-added services will continue to enhance our relationships with our retail customers, help drive our long-term sales growth, and strengthen our competitive position.

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Foreign Sales and Operations

Revenues from Foreign Countries

The following table sets forth foreign and export sales, by geographic region:

We sell our products in Canada through either a broker or our direct sales force. Sales to South America relate to sales to U.S. exporters for distribution in South America, as well as sales from local operations in South America. We sell our products in Asia to U.S. exporters for distribution in Asia, as well as to Asian-based distributors, licensees and Del Monte Philippines, an unaffiliated company. Sales to Mexico, Central America, the Caribbean and other countries are made to licensees and U.S. exporters.

Foreign Operations

In South America, we have subsidiaries in Venezuela, Colombia, Ecuador and Peru. We operate a food processing plant in Venezuela. We purchase raw product, primarily vegetables, from approximately 12 growers in Venezuela. Our products in Venezuela are sold through twelve local distributors. In Colombia, Ecuador and Peru, our products are sold through one national distributor in each country. We also have pet food production and distribution facilities in Canada and a tuna production facility in American Samoa. We co-manage two tuna processing facilities in Ecuador. We utilize co-packers in the Philippines, Canada, Mexico, China, Thailand, Chile, Costa Rica and Spain, and we have a contractual relationship with Del Monte Philippines, an unaffiliated company, for pineapple supply.

Geographic Location of Fixed Assets

Our fixed assets are primarily located in the United States, with $83.0 million, or 9.5% of our total net fixed assets located in foreign countries, including American Samoa.

Customers

Our products are carried by most food retailers in the U.S. and we have developed strong, long-term relationships with all major participants in the retail grocery trade. In recent years, there has been significant consolidation in the grocery industry through acquisitions. We have sought to establish and strengthen our alliances with key customers by offering them sophisticated software applications to, among other things, assist in managing their inventories. These customers increasingly rely on sophisticated manufacturers, such as Del Monte, as they become more diverse through consolidations.

On a consolidated basis, sales to one customer, Wal-Mart, represented approximately 24% of sales for fiscal 2003. Wal-Mart, which includes Wal-Mart’s stores and supercenters as well as SAM’S CLUB, is also the most significant customer of each of our reportable segments, with sales to Wal-Mart representing in excess of 10% of sales in each segment. Kroger is also a significant customer of our Soup and Infant Feeding reportable segment,

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with sales to Kroger representing approximately 10% of this segment’s sales. We believe our sales to these customers tend to reflect the overall U.S. retail grocery market share held by these customers.

Supply

The cost of raw materials may fluctuate due to weather conditions, government regulations, growers’ pricing, fish pricing, economic climate, seasonal factors or other unforeseen circumstances. We maintain long-term relationships with growers to help ensure a consistent supply of raw product. We also manage exposure to changes in commodities markets as considered necessary by hedging certain ingredient requirements such as soybean meal, soybean oil, corn, or wheat. We own virtually no agricultural land.

Consumer Products

We manufacture our products from a wide variety of raw materials. For the Del Monte Brands business, each year, we buy over one million tons of fresh vegetables, fruit and tomatoes from individual growers, farmers, and cooperatives located primarily in the United States. Our vegetable supply contracts are generally for a one-year term and require delivery from contracted acreage with specified quality. Prices are negotiated annually. We purchase raw product from approximately 700 vegetable growers located primarily in Wisconsin, Illinois, Minnesota, Washington and Texas. Our fruit supply contracts range from one to ten years. Prices are generally negotiated with grower associations and are reset each year. We purchase raw fruit product from approximately 500 fruit growers located in California, Oregon and Washington. Contracts for other fruits require delivery of specified quantities each year. We purchase raw tomato product from approximately 25 tomato growers located in California, where approximately 94% of domestic tomatoes for processing are grown. We actively participate in agricultural management, agricultural practices, quality control and compliance with all pesticide/herbicide regulations. Dairy products, proteins, sugar, spices, grains, flour, and certain other fruits and vegetables are generally purchased on the open market.

Our tuna supply is obtained through spot and term contracts directly with tuna vessel owners and cooperatives in both the western tropical Pacific and eastern tropical Pacific and by global brokered transactions. In April 2001, Heinz entered into a supply agreement to purchase certain quantities of raw tuna from Tri-Marine International, Inc. Total annual purchases to be made under this 10-year agreement are approximately $40.0 million. We assumed this supply agreement in connection with the Merger.

In conjunction with the acquisition of the rights to the SunFresh brand citrus and tropical fruits line from UniMark in fiscal 2001, we executed a five-year supply agreement under which a UniMark affiliate produces certain chilled, jarred and canned fruit products for us at its facility in Mexico. We purchase products under this supply agreement at market prices.

We have a supply agreement to source the majority of our pineapple requirements from Del Monte Philippines. The agreement has an indefinite term subject to termination on three years’ notice.

Pet Products

Generally we purchase meat, meat by-products, other proteins, and other materials on the open market. Our other ingredient purchases include corn, soy meal, wheat, and related by-products. For these commodities, we maintain a hedging program designed to limit our financial exposure to price fluctuations. Average coverage of hedges ranges from 3 to 12 months of projected production requirements.

Soup and Infant Feeding Products

We source the majority of our raw materials on the open market, except for raw materials for co-packed products, which we primarily purchase directly from the co-packers. We require fruits and vegetables in order to manufacture our infant foods and soup products which are purchased and stored for year-round availability.

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Cans and Ends

We have long-term supply agreements with two suppliers covering the purchase of metal cans and ends. Our agreement with Impress Holdings, B.V. (“Impress”) grants Impress the exclusive right, subject to certain specified exceptions, to supply metal cans and ends for our pet and seafood businesses. Total annual purchases made under this 10-year agreement, which expires on August 13, 2010, are currently approximately $137.0 million. The agreement includes certain minimum volume purchase requirements and guarantees a certain minimum financial return to Impress. Our principal agreement with Silgan Containers Corporation (“Silgan”) is a ten-year supply agreement for metal cans and ends used by our Del Monte Brands business. The base term of this supply agreement extends to December 21, 2006. Under the agreement and subject to certain specified exceptions, we must purchase all of our Del Monte Brands business requirements for metal food and beverage containers in the United States from Silgan. Annual purchases under this agreement currently total approximately $205.0 million. We have a second agreement with Silgan pursuant to which Silgan supplies cans and ends for our soup and broth business. Current annual purchases under this agreement are approximately $29.0 million. Pricing under the Impress and Silgan agreements is adjusted to reflect changes in metal costs and annually to reflect changes in the costs of manufacturing.

Production and Distribution

Production

Consumer Products.    We operate fourteen production facilities for our Consumer Products segment in the United States, American Samoa and Venezuela. See “Item 2. Properties” for a listing of our production facilities. Our Del Monte Brands operating segment has a seasonal production cycle and produces the majority of our products between the months of June and October. Most of our seasonal plants operate at close to full capacity during the packing season. Seafood production occurs throughout the year.

The Del Monte Brands operating segment uses approximately 30 co-packers and several repackers, located in the U.S. and foreign locations. Co-packers are used for pineapple, tropical fruit salad, citrus fruits, mandarin oranges, pickles and certain other products, including several products sold under the S&W brand. From time to time, we also use co-packers to supplement supplies of certain processed vegetables, fruit, tomato and specialty products.

The seafood operating segment also uses co-packers and repackagers to supplement production capacity and package certain products. The seafood business uses third-party co-packers in the U.S., Thailand and Ecuador for canned and pouched products.

Pet Products.    Our pet products are manufactured in four of our production facilities, strategically located in the U.S. and Canada. We also use a limited number of third party co-packers and repackers located within the U.S. and Canada to supplement production capacity. Our facility in Bloomsburg, PA, packs all of our wet pet product requirements. In Lawrence, KS, we pack all of our Kibbles ‘n Bits products in a variety of sizes and package types. Our Topeka, KS and Elmira, Ontario facilities produce a wide variety of dry dog and cat products for both the U.S. and Canadian markets. In addition, our Topeka factory produces a wide variety of pet snacks in a whole range of packages.

Soup and Infant Feeding Products.    Our Soup and Infant Feeding Products production is currently performed at one production