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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended May 2, 2004

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 common equity held by non-affiliates of the Registrant was $1,864,149,660 based on the number of shares held by non-affiliates of the Registrant as of October 24, 2003, and based on the reported last sale price of common stock on October 24, 2003 ($8.90), which is the last business day of the Registrant’s most recently completed second fiscal quarter. This calculation does not reflect a determination that persons are affiliates for any other purposes. The Registrant does not have non-voting common stock outstanding.

The number of shares outstanding of Common Stock, par value $0.01, as of close of business on June 30, 2004 was 209,700,845.

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 2004 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 May 2, 2004

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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: general economic and business conditions; cost and availability of commodities, ingredients and other raw materials, including without limitation, steel, grains, meat by-products, tuna and energy; continuation of or further increases in current high prices of certain ingredients, commodities and other raw materials, including without limitation, steel, grains, meat by-products, tuna and energy; ability to increase prices and reduce costs; high leverage and ability to service and reduce our debt; costs and results of efforts to improve the performance and market share of the businesses we acquired from Heinz; effectiveness of marketing and trade promotion programs; changing consumer and pet preferences; timely launch and market acceptance of new products; optimization of our trade promotion spending and of our distribution network; competition, including pricing and promotional spending levels by competitors; transportation costs; insurance coverage; product liability claims; weather conditions; crop yields; changes in U.S., foreign or local tax laws and rates; foreign currency exchange and interest rate fluctuations; the loss of significant customers or a substantial reduction in orders from these customers; acquisitions, including identification of appropriate targets and successful integration of any acquired businesses; changes in business strategy or development plans; availability, terms and deployment of capital; dependence on co-packers, some of whom may be competitors or sole-source suppliers; changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations; industry trends, including changes in buying, inventory and other business practices by customers; public safety and health issues; and other factors. See also Item 1. Business—“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

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throughout this Form 10-K, “fiscal 2004” means Del Monte’s fiscal year ending May 2, 2004; “fiscal 2003” means Del Monte’s fiscal year ended April 27, 2003; and “fiscal 2002” means Del Monte’s fiscal year ended May 1, 2002.

On December 20, 2002, DMFC completed the acquisition of certain businesses from 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”). Del Monte acquired these businesses through the merger (the “Merger”) of DMC, a subsidiary of DMFC, with and into SKF, previously a wholly-owned subsidiary of Heinz. Prior to the Merger, 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. 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 prior to 2003 reflect 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. Any financial information and numerical data provided for fiscal 2004 reflects the combined operations of SKF and the existing Del Monte businesses.

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 broth and infant feeding products includes the total broth and total baby food categories. The data for seafood represents the processed tuna category, which includes both canned and tuna pouch. 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 includes the canned soup category. To facilitate period to period comparisons despite our 53-week 2004 fiscal year, references to fiscal 2004 market share refer to the 52-week period ended May 1, 2004.

Trademarks

Del Monte, Contadina, StarKist, S&W, SunFresh, Fruit Cup, Fruit Naturals, Orchard Select, Tropical Select, Kibbles ‘n Bits, 9Lives, Pup-Peroni, Snausages, Pounce 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 and its consolidated subsidiaries (“Del Monte”, or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating $3.1 billion in net sales in fiscal 2004. Our leading food brands include Del Monte, StarKist, Contadina, S&W,College Inn and other brand names, and our pet food and pet snacks brands include 9Lives, Kibbles ‘n Bits, Pup-Peroni, Snausages, Pounce and other brand names. 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 15 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 and produce sections, primarily through grocery chains, club stores, supercenters and mass merchandisers. We believe we have strong long-term relationships with our customers that provide a solid base for our business. We provide value-added services to enable our customers to more effectively manage their inventory and applicable categories.

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.

On December 20, 2002, we acquired certain businesses from H.J. Heinz Company (the “Merger”), including their 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 included brand names such as StarKist, College Inn, 9Lives, Kibbles ‘n Bits, Pounce and Pup-Peroni.

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The Merger was accounted for as a reverse acquisition in which SKF Foods Inc. (“SKF”) was treated as the acquirer and Del Monte Corporation (“DMC”) the acquiree, primarily because H. J. Heinz Company (“Heinz”) shareholders owned a majority, approximately 74.5 percent, of Del Monte Foods Company’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 fiscal 2003 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.

In 1989, Del Monte Foods Company (“DMFC”), then known as DMPF Holdings Corp., was incorporated under the laws of the State of Maryland and was renamed DMFC in December 1991. DMFC 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 DMC 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.

Our Corporate Governance Guidelines; the Charters of each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors of DMFC; and our Standards of Business Conduct for our directors, officers and employees are also available on our website at www.delmonte.com. Printed copies of these materials are also available upon written request to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, CA 94119-3575. Our Standards of Business Conduct encompass our “code of ethics” applicable to our Chief Executive Officer, principal financial officer, and principal accounting officer and controller. We intend to make any required disclosures regarding any amendments of our Standards of Business Conduct or waivers granted to any of our directors or executive officers under our Standards of Business Conduct on our website.

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 the long-term 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 categories that address changing consumer needs, such as tuna pouch, premium fruit, diced tomatoes, private label soup, broth, dry pet foods and pet snacks 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. We also face competition from private label manufacturers that compete for consumer preference, distribution, shelf space and merchandising support. In addition, we also compete directly against other private label manufacturers with our private label products, primarily soup. In general, we compete on the basis of quality, breadth of product line, brand awareness, price, taste, nutrition, packaging, variety, convenience and value-added services such as inventory management. A number

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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 generally 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.

The market data referred to below excludes sales to certain mass merchandisers. Overall, recent sales in the retail grocery channel have been declining, partially due to a shift in sales away from traditional grocery channels towards mass merchandisers. Therefore, this market data may not be representative of the entire market.

Consumer Products.    The vegetable, fruit and tomato markets experienced overall declines of 5.2%, 4.1% and 2.8%, respectively, from fiscal 2003 to fiscal 2004. Branded food manufacturers typically establish pricing and lead innovation in the processed food categories in which our products compete. Private label products as a group represented 46.2%, 41.3%, and 34.9% of processed vegetable, major fruit and solid tomato sales, respectively, in fiscal 2004.

The broth market in which we compete includes branded and private label broth and gravy products. The broth market has experienced an overall growth rate of 1.3% from fiscal 2003 to fiscal 2004.

The vast majority of products in the infant feeding categories in which we compete are sold through retail grocery channels and mass merchandisers. The infant feeding market has experienced a 3.7% decline from fiscal 2003 to fiscal 2004, partially due to declining birth rates.

Our tuna products compete in a market that includes branded and private label products. In the canned tuna market, private label sales accounted for only 14% of the total canned tuna market in fiscal 2004, while the top 3 branded competitors, led by our StarKist brand, accounted for over 80% of the canned tuna market. While the canned tuna market has experienced a 1.5% decline from fiscal 2003 to fiscal 2004, the tuna pouch market has experienced a 10.9% increase from fiscal 2003 to fiscal 2004.

The soup market in which we compete includes branded and private label soup. Competitors in the soup market include a small number of branded and private label manufacturers. Private label products accounted for approximately 14.6% of the total soup market share. While the overall market has experienced a 0.8% decline from fiscal 2003 to fiscal 2004, the Ready-to-Serve market continues to show growth, growing at a rate of 5.1% from fiscal 2003 to fiscal 2004.

Pet Products.    Our Pet Products categories participated in a multi-billion dollar market for fiscal 2004, with an overall growth rate of 3.6% from fiscal 2003 to fiscal 2004. The markets in which we compete are dry and wet dog food, dry and wet cat food, and pet snacks. We believe that growth in these categories have been fueled by steadily increasing pet ownership and an increasing

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pet population, as over half of all American households own pets. Private label products accounted for approximately 16.4% of the total market share in the Pet Products categories in which we compete, with the rest of the market divided primarily among a small number of large, multi-national manufacturers.

Reportable Segments

We have the following reportable segments:

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 of our consolidated financial statements in this Form 10-K for a detailed discussion of our reportable segments, including changes made to our segments during fiscal 2004.

Company Products

Consumer Products.    In our Del Monte Brands operating segment, we sell products under the Del Monte, S&W, SunFresh, Fruit Naturals, Orchard Select, Contadina, College Inn and Nature’s Goodness brand names, as well as private label products to key customers. We are one of the largest marketers of processed vegetables, fruit and solid tomatoes in the United States, with 23.0%, 41.3% and 20.4% market share in fiscal 2004, respectively. Our vegetable, fruit and tomato products are in mature categories, characterized by high household penetration. 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. Our vegetable, fruit and tomato products compete on the basis of brand, taste, variety and price.

Our Del Monte Brands operating segment’s vegetable, fruit and tomato products include 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

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and wax beans; fruit, including cling peaches, pears, fruit cocktail/mixed fruits, apricots, freestone and spiced peaches, mandarin oranges, cherries, grapefruits, pineapples 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. 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 General Mills’ Green Giant and private label; in the fruit market, competitors include Signature Fruit Company’s 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 Soup’s Prego, Unilever’s Ragu and private label.

Our Del Monte Brands operating segment also includes College Inn broth products, which accounted for 16% of the total broth market in fiscal 2004. Our College Inn products include chicken, beef and vegetable broths and specialty broths. College Inn is a regional brand focused primarily in the northeastern United States. In fiscal 2004, while it had approximately 16% of the overall U.S. broth market and was the second largest branded broth product in the U.S., it had approximately 45.4% market share in its core markets in the northeastern United States, which made up 86.5% 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. We recently began selling broth products in resealable cartons, reflecting our continued commitment to innovation and convenience for the consumer. Our broth products compete on the basis of brand, taste, variety and price. Our College Inn broth competes primarily with Campbell Soup’s Swanson brand. Smaller regional brands and other private label manufacturers make up the rest of the market.

During fiscal 2004, we re-launched our infant feeding product line, Nature’s Goodness, under the Del Monte brand name. Del Monte’s Nature’s Goodness products are 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 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 Novartis’ Gerber, which has over 76.9% share of the market. Gerber along with 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, with limited retail distribution. Retailers typically choose to stock two brands of infant feeding products, typically Gerber and one of the two other large national brands, Del Monte’s Nature’s Goodness or Beech-Nut. Our infant feeding products compete on the basis of price, brand, taste and variety. In fiscal 2004, we had 9.8% of the retail grocery market.

Our StarKist branded tuna products include canned and pouched tuna, including solid white albacore tuna, chunk white albacore tuna, chunk light tuna, tuna fillets, and low-sodium and low-fat tuna. While almost half of our case sales are of chunk light tuna in cans, we are continuing to expand our focus on new innovative products in order to shift the product mix away from commodity-like products and towards value-added products. New product launches such as the StarKist Flavor Fresh Pouch introduced in October 2000, and StarKist Lunch-To-Go and StarKist Tuna Creations introduced nationally in 2003, reflect this objective. In fiscal 2004, our StarKist brand had the highest market share of tuna pouch. Our tuna products compete based on their price, brand recognition, taste and convenience. Competitors include a small number of large branded and private label producers.

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The StarKist brand primarily competes with Connors Brothers Income Fund’s Bumble Bee and Thai Union Frozen Products PCL’s Chicken of the Sea brands in the branded tuna market. These top three brands, combined, account for over 80% of the tuna market. In fiscal 2004, our StarKist branded canned tuna products had a market share of 42.3%, nearly twice the market share of our nearest competitor.

In addition to our tuna products, our StarKist Brands operating segment also markets and produces a broad array of private label soup products, including ready-to-serve, homestyle, chunky and condensed. Our private label soup products accounted for well over half of the private label soup market in fiscal 2004. Since fiscal 2000, our private label soup business has exhibited strong sales growth, partially through private label soup gaining share within the total soup category, but principally as a result of an increase in the number of retailers selling 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. Our soup products compete on the basis of taste, variety and price. Competitors in this market include a small number of private label and branded manufacturers, including Campbell Soup’s Campbell’s and General Mills’ Progresso brands.

Pet Products.    Our pet products represent some of the leading pet food and pet snacks brands in the United States, with a strong presence in most major product categories. Our pet products portfolio includes well-recognized national brands such as 9Lives, Kibbles ‘n Bits, Pup-Peroni and Pounce. We compete in the dry and wet dog food categories, with market shares of 8.1% and 9.9% in fiscal 2004, respectively; the dry and wet cat food categories, with market shares of 4.3% and 21.3% respectively; and the chewy dog snack, biscuit crunchy dog snack, and cat treats pet snacks categories, with market shares of 41.9%, 10.1%, and 30.9%, respectively, in fiscal 2004. The products in the pet foods categories are primarily marketed under nationally recognized, industry leading brands. 9Lives 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 national advertising campaigns. In fiscal 2004, we expanded the Kibbles ‘n Bits brand name into the wet dog food category.

Our pet snacks portfolio includes strong brands in one of the fastest growing categories of the pet food industry. We have a diverse and expanding pet snack product portfolio, including brands such as Pounce and Pup-Peroni, which had one of the leading market shares in the cat snacks and soft and chewy dog snacks categories in fiscal 2004. Pounce cat snacks include both crunchy and soft 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-Outs 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 markets, as illustrated by the fiscal 2003 introduction of the Snausages Scooby Snacks crunchy dog snack, targeted to children who own pets, and the innovative, braided Pup-Peroni NawSomes! Minis dog snacks introduced in fiscal 2004.

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. 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.

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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 the military. 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, dollar stores and drug stores. We also employ direct sales teams for select retail grocery channel and mass merchandiser customers. Our StarKist and College Inn foodservice sales in the United States and our sales of pet products in Canada are performed by Heinz through an agency agreement.

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, to supplement customer management for our sales teams and to manage retail in-store on shelf conditions for our products. We pay commissions to this broker based on a percentage of sales or on a case rate basis.

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. We also utilize trade promotion programs to deliver merchandising and price promotions to our customers.

Value-Added Services

Our category management services are designed to assist customers in managing an entire product category, including other branded and private label products in the same category. We believe that customers using our category management services are able to more rapidly identify optimal shelving and merchandising strategies for our various product categories to achieve an optimal product mix and overall category performance.

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 22% of our retail sales. For these customers, we utilize inventory management tools that analyze historical customer sales data and future forecasts to determine optimal inventory levels. We believe providing these value-added services will continue to enhance our relationships with our retail customers and strengthen our competitive position.

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Foreign Sales and Operations

Revenues from Foreign Countries

The following table sets forth domestic and foreign and export sales:

During fiscal 2004, we began accounting for sales related to our IVD and Medi-Cal brands as well as our Techni-Cal brand in the United States and Canada, as discontinued operations. Accordingly, the results of operations relating to these discontinued operations, for the current and comparative periods, were separated from continuing operations and presented as those of discontinued operations and were excluded from the table above.

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 and tomatoes, from approximately 29 growers in Venezuela and tomato paste, frozen vegetables and fruit pulps from four suppliers in Chile. Our products in Venezuela are sold through eleven local distributors. In Colombia, Ecuador and Peru, our products are sold through one national distributor in each country. We also have a tuna production facility in American Samoa. We co-manage two tuna processing facilities and own one cold storage facility in Manta, Ecuador. We also have a tuna loin supply contract from a facility in Majuro, Republic of the Marshall Islands. This facility supplies tuna loins that are delivered and processed into canned products in American Samoa. We also utilize a number of co-packers in various foreign countries. Our foreign and export sales are consummated either through local operations or through brokers, U.S. exporters, direct sales force or licensees for foreign destinations.

Geographic Location of Fixed Assets

Our fixed assets are primarily located in the continental United States, with $70.4 million, or 9% of our total net fixed assets located in other locations, including foreign countries and American Samoa.

Customers

Most food retailers in the U.S. carry our products, and we have developed strong, long-term relationships with the majority of significant participants in the retail grocery trade. In recent years, there has been significant consolidation in the grocery industry through acquisitions.

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On a consolidated basis, sales to one customer, Wal-Mart, represented approximately 25% of our sales for fiscal 2004. Wal-Mart, which includes Wal-Mart’s stores and supercenters along with 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 of our segments.

Supply

The cost of raw materials may fluctuate due to demand, weather conditions, governmental regulations, crop yields, fish supply, economic climate, seasonal factors or other unforeseen circumstances. We maintain long-term relationships with growers to help ensure a consistent supply of raw fruit, vegetables and tomatoes. We own virtually no agricultural land. We also maintain a long-term supply agreement to procure a portion of our fish needs.

Consumer Products

We manufacture our products from a wide variety of raw materials. For the Del Monte Brands operating segment, 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 800 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 material from approximately 400 fruit growers located in California, Oregon and Washington. Contracts for other fruits require delivery of specified quantities each year. We purchase raw tomatoes from approximately 25 tomato growers located in California, where approximately 95% of domestic tomatoes for processing are grown. We actively participate in agricultural management, agricultural practices, quality control and compliance with all pesticide/herbicide regulations. Other ingredients, including dairy products, proteins, sugar, spices, grains, flour, and certain other fruits and vegetables are generally purchased on the open market.

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. This agreement expires in September 2005, but may terminate earlier.

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

For the StarKist Brands operating segment, 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. For albacore, we also purchase directly from vessel owners in the Atlantic and Indian Oceans. 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. The raw materials required for the production of soup are generally purchased on the open market.

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Pet Products

We generally purchase meat, meat by-products, other proteins, and other ingredients on the open market. Our other ingredient purchases include corn, soybean meal, wheat and related by-products. For these commodities, we maintain a hedging program designed to limit our financial exposure to price fluctuations. Historically, average coverage of hedges has ranged from 3 to 12 months of projected production requirements. However, at this time, we have made a strategic decision to hedge a smaller portion of our exposure than we historically have due to recent dramatic increases in futures contracts rates used in our commodities hedging program.

Cans and Ends

We have long-term supply agreements with two primary 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 tuna and pet businesses. Total annual purchases made under this agreement, which expires on August 13, 2010, are currently approximately $127 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 supply agreement for metal cans and ends used by our fruit, vegetable and tomato business. Under the agreement and subject to certain specified exceptions, we must purchase all of our fruit, vegetable and tomato business requirements for metal food and beverage containers in the United States from Silgan. Annual purchases under this agreement, which expires on December 31, 2011, currently total approximately $207 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, which expires on December 31, 2011, are approximately $29 million. We also have an agreement with an affiliate of Silgan pursuant to which the Silgan affiliate supplies all of Del Monte’s requirements for metal closures for baby food containers. Current annual purchases under this agreement, which expire on April 30, 2006, are approximately $4 million. Pricing under the Impress agreement and the Silgan agreements is adjusted to reflect changes in metal costs and changes in employment cost indexes and producer price indexes.

The Impress supply agreement was amended in fiscal 2004 to simplify the annual cost adjustment process. The Silgan supply agreements were also amended in fiscal 2004 to extend the term of these contracts to December 31, 2011, to implement certain cost adjustments with respect to containers provided to Del Monte in fiscal 2004 and thereafter, and to provide Silgan with a right to match competitive offers upon the expiration of the agreements.

Production and Distribution

Production

Consumer Products.    We operate 15 production facilities for our Consumer Products reportable 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 or close to full capacity during the packing season. This seasonal production primarily relates to the majority of our fruit, vegetable and tomato products, while our remanufactured fruit and tomato products, our College Inn broth and infant feeding products are generally produced throughout the year. Our StarKist Brands operating segment’s tuna and soup production cycles also occur throughout the year.

Our Del Monte Brands operating segment’s fruit, vegetable and tomato products use approximately 34 co-packers and 4 re-packers, located in the U.S. and foreign locations, in addition

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to our own production facilities. Co-packers are used for pineapple, tropical fruit salad, citrus fruits, mandarin oranges, pickles, asparagus, dry soaked beans and certain other products, including several products sold under the S&W brand. We also periodically use co-packers to supplement supplies of certain processed vegetables, fruit and tomato products.

Our College Inn broth products are produced at our Pittsburgh, PA and Mendota, IL production facilities. We supplement our broth production and packaging capabilities through utilization of co-packers, all of whom are located in North America. The Pittsburgh plant benefited from capital investment over the years to allow a highly automated process for making our products, including broth. In the fall of 2003, we also began broth production at a new production facility adjacent to our existing Mendota, IL facility. This new facility has increased the capacity and capabilities of our production matrix. We previously produced our broth products at a third-party plant in Muscatine, IA, which provided product to us as a co-packer for a period after the Merger.

Our Del Monte Nature’s Goodness infant feeding products are produced at our Pittsburgh, PA facility. We supplement our infant feeding production and packaging capabilities through use of co-packers, all of which are located in North America.

We produce canned and pouched tuna in American Samoa. Our StarKist canned and tuna pouch products also use co-packers and re-packers to supplement production capacity and package certain products. The tuna business uses third-party co-packers in the U.S., Thailand and Ecuador for canned and pouched tuna products.

Our private label soup products are produced at our Pittsburgh, PA and Mendota, IL production facilities. We also utilize co-packers who provide us with additional production and packaging capabilities, all of which are located in North America.

Pet Products.    Our pet products are manufactured in five of our production facilities, located in the U.S., American Samoa and Canada. Our Elmira, Canada pet production facility is currently being actively marketed for sale. We also use a limited number of third party co-packers and repackers located within the U.S. and Thailand to supplement production capacity. Our facility in Bloomsburg, PA, packs the majority of our total canned pet product requirements. Our facility in American Samoa packs the majority of our tuna-based canned 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 facility produces a wide variety of dry dog and cat products. In addition, our Topeka factory produces the majority of our pet snacks in a wide range of packages. Our pet food factories supply pet products for both the U.S. and Canadian markets.

Distribution

See “Item 2. Properties” for a listing of our distribution centers, by reportable segment. Customers can order products to be delivered via third-party trucking, on a customer pickup basis or by rail. Our distribution centers provide, casing, labeling and special packaging and other services. We have two separate distribution networks as a result of the Merger (this excludes soup and chilled fruit in glass jars which have unique distribution systems). As part of our integration process, we have begun the process of consolidating our distribution center networks. This project, currently scheduled for completion in fiscal 2006, is expected to result in significant cost savings and enhance our ability to service our customers by consolidating shipments of almost all our products.

Information Services

Our information services organization is primarily supported by internal staff. We supplement our internal staff with third-party assistance from Electronic Data Systems Corporation.

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Our “Information Technology Integration Project” was necessary to integrate the Acquired Businesses into Del Monte. We have implemented common platforms for our enterprise resource planning (“ERP”) system, financial planning and financial reporting systems during fiscal 2004. The integrated ERP platform was in use beginning in November 2003 and the Financial Planning and Financial Reporting tools were installed in the latter half of fiscal 2004. In addition, we are implementing common platforms for supply chain planning and trade spending management. These efforts are scheduled for substantial completion in fiscal 2005.

Research and Development

Our research and development organization provides product, packaging and process development and analytical, as well as agricultural research and seed production. In fiscal 2004, 2003 and 2002, research and development expenditures were $20.1 million, $17.4 million and $13.8 million, respectively. We maintain a research and development facility in Walnut Creek, CA, where we develop product line extensions and conduct research in a number of areas related to our fruit, vegetable and tomato products, including seed production, packaging, pest management, food science, environmental, engineering and plant breeding. We operate a research and development facility in Pittsburgh, PA where we develop products and packaging related to our soup, infant feeding and tuna products. We also operate a research and development facility in Terminal Island, CA where we develop product lines and research existing products related to our pet food and pet snack businesses. These facilities employ scientists, engineers and researchers and are equipped with pilot shops and test kitchens. We regularly test our products with consumers and pets as part of our effort to ensure that we are providing tasty and satisfying, high quality products.

Intellectual Property

We own a number of registered and unregistered trademarks for use in connection with various food products, including: