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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended July 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)

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

As of August 31, 2003, there were 209,322,984 shares of Common Stock, par value $0.01 per share, outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 27, 2003

(In millions, except share and per share data)

Note 1. Business and Basis of Presentation

Del Monte Foods Company (“DMFC”, “Del Monte”, or the “Company”) 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, with leading food brands, such as Del Monte, StarKist, S&W, Contadina and College Inn, and premier foods and snacks for pets, with brands including 9Lives, Kibbles ‘n Bits, Pup-Peroni, Snausages and Pounce. The majority of its products are sold nationwide in all channels serving retail markets, mass merchandisers, the U.S. military, certain export markets, the foodservice industry and food processors.

Del Monte Corporation (“DMC”) is a direct, wholly-owned subsidiary of DMFC. The Company’s businesses are aggregated into two reportable segments: Consumer Products and Pet Products. The Consumer Products segment includes branded and private label shelf-stable products, including seafood, fruit, vegetable, tomato, soup, broth, infant feeding and pureed products. The Pet Products segment includes dry and wet pet food, pet snacks and veterinary products.

As discussed in the Company’s Annual Report on Form 10-K for the year ended April 27, 2003 (the “2003 Annual Report”), on December 20, 2002 the Company 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”). Del Monte acquired these businesses through the merger (the “Merger”) of its wholly-owned subsidiary with and into SKF Foods Inc. (“SKF”), previously a wholly-owned subsidiary of Heinz. The Merger has been accounted for as a reverse acquisition in which SKF is treated as the acquirer, primarily because Heinz shareholders owned a majority of DMFC’s common stock upon the completion of the Merger. Following the Merger, SKF changed its name to Del Monte Corporation. 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 DMFC as of the completion of the Merger. Therefore, the results for the quarter ended July 31, 2002 reflect the operations of SKF only, while the results for the quarter ended July 27, 2003 reflect the operations of the combined businesses post-Merger.

Historically, SKF operated on a 52 or 53-week fiscal year ending the Wednesday closest to April 30. During fiscal 2003, the Company’s year-end was changed from the Wednesday nearest April 30 to the Sunday closest to April 30. The Company also changed its quarterly ending dates from Wednesdays to Sundays, beginning in the fourth quarter of fiscal 2003.

The purchase price of $451.0, recorded in connection with the Merger, was allocated based on the fair value of the acquired assets and liabilities. The Company obtained an independent valuation of its property, plant and equipment, trademarks and retirement benefits, and internally determined the fair value of its other assets and liabilities. The purchase price allocation is preliminary, subject to change within the twelve-month period following the Merger. At this time, management believes the purchase price allocation may change based on revisions in the value of certain properties held for sale and the evaluation of taxes for pre-Merger Del Monte in relation to periods prior to December 20, 2002.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of July 27, 2003 and for the three months ended July 27, 2003 and July 31, 2002 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been

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included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three months ended July 27, 2003 are not necessarily indicative of the results expected for the year ending May 2, 2004. These condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the 2003 Annual Report. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current presentation.

Note 2. Significant Accounting Policies

Stock-based Compensation: Effective at the beginning of fiscal 2004, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to account for its stock based compensation. The Company elected the prospective method of transition as permitted by FASB Statement No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”). Effective April 28, 2003, future employee stock option grants and other stock-based compensation are expensed over the vesting period, based on the fair value at the time the stock-based compensation is granted. For the stock options granted during the three months ended July 27, 2003, stock-based compensation expense recognized was insignificant.

In accordance with SFAS 123 and SFAS 148, the following table presents pro forma information for the three months ended July 27, 2003 and July 31, 2002 regarding net income and earnings per share as if the Company had accounted for all of its employee stock options under the fair value method of SFAS 123:

Inventories: Inventories are stated at the lower of cost or market. The Company uses the first-in, first-out (“FIFO”) and last-in, first-out (“LIFO”) methods to value its inventories. The determination of FIFO or LIFO depends on the production location of the inventories. Each production facility is designated as either a LIFO or FIFO inventory facility. For the LIFO facilities, the Company has established various LIFO pools that have measurement dates coinciding with the natural business cycles of the inventories. The LIFO reserve balance was a debit balance of $26.8 as of July 27, 2003 and there was no LIFO reserve as of April 27, 2003. No inventories were valued using LIFO prior to December 20, 2002.

Beginning fiscal 2004, a portion of the Company’s soup and infant feeding inventories will be produced in its Mendota IL facility, an existing LIFO-designated facility. Previously, all soup and infant feeding inventories were produced in the Company’s Pittsburgh, PA facility, which was a FIFO-designated facility. It would be impractical for the Company to value these comparable inventories under different inventory

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valuation methods. As a result, effective April 28, 2003, the Company has changed the designation of its Pittsburgh facility to a LIFO facility and adopted the LIFO valuation method for all of its soup and infant feeding inventories. The Company believes that this is a preferable change in accounting method.

If the Company had used the FIFO method rather than the LIFO method to value its soup and infant feeding inventories, net income for the three months ended July 27, 2003 would have been $0.6 higher than reported and there would have been an insignificant effect on earnings per share.

Property, plant and equipment, net: For the three months ended July 27, 2003, $23.7 of assets held for sale were reclassified from property, plant and equipment, net to prepaid expenses and other current assets, as management believes these assets will be sold within one year from the balance sheet date.

Note 3. Inventories

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Note 4. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share:

Options outstanding in the amounts of 3,084,038 and 296,272 were not included in the computation of diluted earnings per share for the three months ended July 27, 2003 and July 31, 2002, respectively, because these options’ exercise prices were greater than the average market price of the common stock for those periods.

For the three months ended July 31, 2002, weighted average shares outstanding were retroactively restated to reflect the number of shares received by Heinz shareholders in the Merger. Stock options previously held by SKF employees, which were converted to DMFC options in accordance with FASB Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25)” (“FIN 44”) as part of the Merger, have also been retroactively restated to determine the dilutive effect during the prior period based on the weighted average stock prices of DMFC during that period.

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Note 5. Debt

The Company’s debt consists of the following:

The 9.25% senior subordinated notes had a face value of $300.0 when they were sold on May 15, 2001. On the date of the Merger, they were recorded at fair market value of $312.0, with the premium amortized over the life of the notes at $1.4 per year. For the three months ended July 27, 2003, $0.4 of the recorded premium was amortized through earnings as a reduction to interest expense.

During the three months ended July 27, 2003, the Company made scheduled payments of $1.7 and €0.1 of Term B Loan principal. The strengthening of the Euro against the U.S. Dollar has resulted in a $2.0 increase in the U.S. Dollar equivalent of the Term B Loan obligation and a corresponding foreign currency loss recognized in other expense for the three months ended July 27, 2003.

The Company is scheduled to repay $9.3 and €0.3 of its long-term debt during the remainder of fiscal 2004. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows:

The Company’s credit facilities and indentures contain certain restrictive covenants with which the Company must comply. Included in these covenants are financial tests including minimum fixed charge coverage, minimum interest coverage and maximum total debt ratios. The Company believes that it is in compliance with all such financial covenants as of July 27, 2003. The most restrictive of the financial covenants in the credit agreements is the maximum total debt ratio.

The Company made cash interest payments of $46.3 during the three months ended July 27, 2003. Prior to the Merger, Heinz performed the treasury function for SKF, which included the sweeping of all available cash and the funding of cash requirements as necessary. These transactions are shown as net parent settlements in the consolidated statement of cash flows for the three months ended July 31, 2002. Therefore, there was no debt or interest expense allocated to SKF prior to the Merger.

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Note 6. Employee Severance Costs

During the first quarter of fiscal 2004, the Company communicated to affected employees that they will be terminated as part of the Merger-related integration of certain business functions. The affected employees are part of the Consumer Products reportable segment. The Company established an accrual of $2.2 during the quarter related to severance and benefit costs for the affected employees, of which $2.2 was remaining at July 27, 2003. The total expense related to these termination benefits is estimated to be $2.8, with the remaining $0.6 to be recognized over the related employees’ service periods over the next 15 months. These termination benefits are expensed as part of selling, general and administrative expense. The Company may incur additional severance costs as it continues to integrate its businesses.

Note 7. Comprehensive Income

The following table reconciles net income to comprehensive income:

Note 8. Legal Contingencies

The Company was a defendant in an action brought by Purebred Company, Inc., in the U.S. District Court for the District of Colorado on March 30, 2000. On July 25, 2003, the Company entered into a full and final settlement of this matter for the sum of $5.7. Settlement of this action did not have a material effect on the Company’s results of operations for the fiscal quarter ended July 27, 2003.

The Company is a defendant in an action brought by Kal Kan Foods, Inc., in the U.S. District Court for the Central District of California on December 19, 2001. On July 21, 2003, the court granted the Company’s motion for summary judgment, which was entered as a final judgment on July 29, 2003. On August 27, 2003, the plaintiff filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit. The Company does not expect that this will have a material adverse effect on its consolidated financial position.

The Company is also involved from time to time in various legal proceedings incidental to its business, including claims with respect to product liability, worker’s compensation and other employee claims, tort and other general liability, for which it carries insurance, as well as trademark, copyright, patent infringement and related litigation. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of these legal proceedings will have a material adverse effect on its consolidated financial position.

Note 9. Related Party Transactions

Transactions with Heinz and its Affiliates. The Merger has been accounted for as a reverse acquisition in which SKF was treated as the acquirer. 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 DMFC as of the completion of the Merger. While under Heinz

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management, costs were charged to the Acquired Businesses for shared-services functions, corporate overhead, health insurance costs and various other expenses. These allocated costs are included in SG&A expense in the consolidated statements of income for the three months ended July 31, 2002.

Transactions with Texas Pacific Group. Through affiliated entities, Texas Pacific Group (“TPG”), a private investment group, was a majority stockholder of DMFC common stock prior to the Merger. During the three months ended July 27, 2003, these affiliated entities, TPG Partners, L.P. and TPG Parallel I, L.P., exercised their right pursuant to the Stockholder Rights Agreement (“Stockholder Rights Agreement”), dated as of June 12, 2002, to request the filing of a shelf registration of DMFC common stock. Under the terms of the Stockholder Rights Agreement, TPG has the right, subject to certain restrictions, to demand that the Company file up to two registration statements to register the resale of DMFC common stock owned by them. On September 9, 2003 the Company filed a Shelf Registration Statement on Form S-3, in accordance with the TPG request.

The Company has changed its operating and reportable segments to reflect how the Company now manages its business. Previously, the Company had the following five operating segments: Del Monte Brands, seafood, pet food, veterinary pet, and soup and infant feeding. During the first quarter of fiscal 2004, the soup and infant feeding operating segment was merged into the following operating segments: (1) The Del Monte Brands operating segment now additionally includes broth and infant feeding products; and (2) the seafood operating segment now additionally includes private label soup products.

Prior to the changes in operating segments, the Company had the following three reportable segments: Consumer Products, Pet Products and Soup and Infant Feeding Products. The Consumer Products reportable segment represented the aggregation of the Del Monte Brands and seafood operating segments. Subsequent to reorganizing these two operating segments, the Company performed an analysis and concluded that these two operating segments continue to have similar economic characteristics, production processes, customers and distribution methods. Therefore, in accordance with the aggregation criteria of FASB Statement No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the Company will continue to combine these two operating segments into the Consumer Products reportable segment, which will now also include the results of the former Soup and Infant Feeding Products reportable segment. Prior period segment information has been reclassified to conform to the new presentation.

The Company now has the following reportable segments:

The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis accompanied by disaggregated information on net sales and operating income, by operating segment, for purposes of making decisions and assessing financial performance. The chief operating decision-maker reviews total assets of the Company on a consolidated basis only. The accounting policies of the individual operating segments are the same as those of the Company.

The following tables present financial information about the Company’s reportable segments:

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As of July 27, 2003, the Company’s goodwill was comprised of $240.3 related to the Consumer Products reportable segment and $629.0 related to the Pet Products reportable segment. As of April 27, 2003, the Company’s goodwill was comprised of $240.3 related to the Consumer Products reportable segment and $626.0 related to the Pet Products reportable segment. Non-amortizable goodwill in the Pet Products reportable segment increased by $3.0 during the three months ended July 27, 2003 as a result of foreign exchange fluctuations.

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Note 11. Financial Information for Subsidiary Issuer and Guarantor and Non-Guarantor Subsidiaries

In December 2002, DMC issued $450.0 of 8.625% Senior Subordinated Notes Due 2012, which were fully and unconditionally guaranteed, jointly and severally, on a subordinated basis by DMFC, and on a senior subordinated basis by all material direct and indirect U.S. subsidiaries of DMC, as defined in the indenture governing the Notes. The issuer and subsidiary guarantors are 100% owned by Del Monte. The Company’s credit agreements generally limit the ability of DMC to make cash payments to the parent company, limiting Del Monte’s ability to pay cash dividends. Presented below are Consolidating Balance Sheets as of July 27, 2003 and April 27, 2003 and Consolidating Statements of Income and Cash Flows for the three months ended July 27, 2003 and July 31, 2002 of Del Monte Foods Company (Parent Company), Del Monte Corporation (Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-guarantors).

CONSOLIDATING BALANCE SHEET

JULY 27, 2003

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CONSOLIDATING BALANCE SHEET

APRIL 27, 2003