8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 21, 2003

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Market @ The Landmark San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
	ITEM 9. REGULATION FD DISCLOSURE.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1	Del Monte Foods Company Press Release dated May 16, 2003
99.2	Goldman Sachs 2003 Global Consumer Products Conference dated May 21, 2003
99.3	Reconciliation of Non-GAAP Financial Measures dated May 21, 2003

ITEM 9. REGULATION FD DISCLOSURE.

     This information furnished under “Item 9. Regulation FD Disclosure” is provided under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

     On May 16, 2003, Del Monte Foods Company (the “Company”) issued a press release providing financial targets for its 2004 fiscal year. On May 21, 2003, Goldman Sachs is expected to webcast a Company presentation to analysts and investors. The presentation is expected to be made at the Golden Sachs 2003 Global Consumer Products Conference. The webcast is expected to include discussions of the Company’s results of operations using certain non-GAAP financial measures.

     The Company’s pro forma results of operations for the three and nine months ended January 29, 2003, as well as the comparable periods for fiscal 2002, included in the presentation are presented assuming the acquisition by the Company of certain businesses from the H. J. Heinz Company occurred on the first day of the applicable period. The acquisition actually closed on December 20, 2002. The adjustments to the pro forma results of operations excluded certain expenses related to the acquisition and integration of the businesses, and certain non-comparable period gains and losses. The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered as an alternative to measures that are determined in accordance with accounting principles generally accepted in the United States (GAAP).

     The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the presentation, dated May 21, 2003, is attached hereto as Exhibit 99.2 and incorporated herein by reference. The reconciliation of the non-GAAP financial measures presented during the webcast to the most directly comparable GAAP financial measures is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

2

     Management believes that these non-GAAP financial measures assist investors who are interested in understanding the Company’s performance by excluding infrequently occurring items. These non-GAAP financial measures are intended to enhance the comparability of operating results only.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this amendment to current report to be signed on its behalf by the undersigned hereunto duly authorized.

	Del Monte Foods Company
Date: May 21, 2003	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

3

EXHIBIT INDEX

99.1	Del Monte Foods Company Press Release dated May 16, 2003
99.2	Goldman Sachs 2003 Global Consumer Products Conference dated May 21, 2003
99.3	Reconciliation of Non-GAAP Financial Measures dated May 21, 2003

4 EX-99.1 3 f90410exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Del Monte Foods Company
P.O. Box 193575
San Francisco, CA 94119-3575 NEWS RELEASE

DEL MONTE FOODS PROVIDES FISCAL 2004 FINANCIAL TARGETS;

INTEGRATION IS PROGRESSING SMOOTHLY AND ON SCHEDULE

Details Go-Forward Business Strategy

Confirms Fiscal 2003 Guidance

     SAN FRANCISCO, CA, May 16, 2003 — Del Monte Foods Company (NYSE:DLM) announced today that it expects fiscal 2004 revenue growth of 2 to 4% over pro forma fiscal 2003. The Company also expects reported earnings per share of approximately $0.80 to $0.84 for its fiscal year ending May 2, 2004. When adjusted for integration expenses of $0.08 per share, the Company expects fiscal 2004 adjusted earnings per share growth of 6 to 9%, to approximately $0.88 to $0.92. For the full fiscal year ending April 27, 2003, the Company confirms the guidance previously provided on March 11, 2003.

     “We are pleased that we are on track to deliver solid earnings performance in fiscal 2003 and believe we have set the stage to deliver even stronger financial results in fiscal 2004,” said Richard G. Wolford, Chairman and Chief Executive Officer. “Our integration efforts have progressed well since the close of the merger transaction and we are on or ahead of schedule. We anticipate completing the majority of our major integration initiatives in fiscal 2004 and by year’s end will have a lower cost base and more efficient operating structure. Importantly, we also have begun to implement our integrated Del Monte Foods business strategy which we believe will de-lever the Company, drive consistent earnings and revenue growth, and increase shareholder value.”

— more —

     Del Monte also said that it expects free cash flow⁽¹⁾, before integration expenses, in excess of $200 million in fiscal 2004. Integration expenses for 2004 are expected to be approximately $25 million. The Company expects to use this free cash to pay down debt.

     Wolford continued, “Del Monte Foods, post-merger, is strategically focused on serving the U.S. dry grocery retail industry and, as a result of the merger, is a faster-growing, better-positioned, more profitable and stronger cash-generating company. Its’ proven go-to-market platform, stronger financial position and experienced, execution-focused management team, will support five core strategies that will de-lever the company and drive future revenue and earnings growth.”

     Del Monte provided additional details around its five-point growth strategy. The five points are:

1.	Integrate into a single company with a common go-to-market platform and strategies.
2.	Expand growth segments to capitalize upon their higher margins. Approximately 30% of Del Monte’s net sales are in market segments that are growing at 7% per year, with gross margins substantially higher than the remainder of Del Monte’s portfolio. New product and packaging innovations and increased product quality will drive growth of these segments in the future.
3.	Strengthen base business segments by leveraging their scale to reinforce our go-to-market platform and to benefit from their strong cash flow generation. Del Monte has #1 shares in the majority of its base business segments. This is a position it will leverage to provide category leadership, as well as to reinforce the stable earnings and strong cash flow historically provided by these businesses.
4.	Continue to restructure and manage costs out of our supply chain.
5.	Use our cash flow to drive growth in earnings through de-levering the Company and through opportunistic, targeted acquisitions. Any potential acquisition considered would have to meet Del Monte’s stringent financial and operational requirements.

⁽¹⁾   Cash flow from operating activities less cash flow from investing activities.

-2-

     Del Monte also announced that historical, quarterly pro forma results for fiscal 2002 and the first three quarters of fiscal 2003 will be available on the Company’s website at www.delmonte.com by June 26, 2003 when the Company will be reporting fiscal 2003 fourth quarter and full year results.

Del Monte Foods

     Del Monte Foods Company, with over $3 billion in pro forma sales, is the country’s largest provider of premium-quality processed fruits, vegetables, tomatoes, tuna fish and private label soup and a leading marketer and producer of pet products and baby foods. With a powerful portfolio of top-name brands including Del Monte^®, Contadina^®, StarKist^®, S&W^®, Nature’s Goodness^™, College Inn^®, 9Lives^®, Kibbles’n Bits^®, Pup-Peroni^®, Snausages^®, and Naw Somes!^®, Del Monte products are found in 8 out of 10 American households. For more information on Del Monte Foods Company (NYSE:DLM), visit the Company’s website at www.delmonte.com.

     This press release contains forward-looking statements conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the merger of certain businesses and future financial operating results.

     Factors relating to the merger of the acquired businesses that could cause actual results to differ materially from those described herein include, among others: the actions of the U.S., foreign and local governments, including the reduction or elimination of favorable government regulations; the success of the business integration in a timely and cost-effective manner; the risk that the Company may incur liabilities as a result of the transaction that are currently unknown; costs related to the transaction; and other economic, business, competitive and/or regulatory factors affecting the operations of the Company.

     In addition to the factors mentioned above, factors relating to future financial operating results that could cause actual results to differ materially from those described in this press release include, among others: 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; foreign currency exchange and interest rate fluctuations; the loss of significant customers or a substantial reduction in orders from these customers; the timely launch and market acceptance of new products; successful integration of acquired businesses; successful implementation of the Company’s capability improvement program; consolidation of processing plants; changes in business strategy or development plans; availability, terms and deployment of capital; ability to increase prices; changes in, or the failure or inability to comply with, governmental regulations, including environmental regulations; industry trends, including changes in buying and inventory practices by customers; production capacity constraints and other factors.

     These factors are described in more detail in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended June 30, 2002 and the “Risk Factors” section of the Company’s Registration Statement on Form S-4/A dated November 19, 2002. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

###

Contacts:	Media Inquiries	Investor Relations
	Brandy Bergman	Tom Gibbons
	Citigate Sard Verbinnen	Del Monte Foods
	(212) 687-8080	(415) 247-3382

-3- EX-99.2 4 f90410exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

Goldman Sachs 2003 Global Consumer Products Conference May 21, 2003

Forward-looking statement disclaimer During the course of our discussion today, we will make statements that constitute projections, expectations, beliefs or similar forward-looking statements. We would like to caution you that the Company's actual results could differ materially from the results anticipated or projected in these forward-looking statements. Additional detailed information concerning important factors that could cause Del Monte's actual future results to differ materially from the information we will give you today is included in our public filings, which are available on the SEC's EDGAR database.

Management representatives Rick Wolford, Chairman & Chief Executive Officer 36 years in the food industry, 6 years at Del Monte Dave Meyers, Chief Financial Officer 30 years in the food industry, 14 years at Del Monte Tom Gibbons, Senior Vice President & Treasurer 33 years in the food industry, 29 years at Del Monte

"Del Monte Foods - for the way your family eats today"

Executive summary Del Monte Foods post-merger is a faster-growing, better-positioned, more profitable and stronger cash-generating company The merger augments an already proven business platform which is strategically focused on the U.S. dry grocery, retail food market (90% of sales) All integration initiatives are progressing well as we create a single, unified company; most major milestones will be complete by the end of F04 Del Monte's stronger platform has enabled our 5 core strategies to already begin to drive shareholder value creation In F04, we will have improved performance driven by our 5 core strategies 2-4% of revenue growth 6-9% of EPS growth Source: Internal company financials

Merger rationale Immediately improve financial strength Transaction immediately reduced leverage Increased FCF to ~$200M per year, allowing for rapid debt pay-down EBITDA tripled EBITDA margins improved from 12% to 15% Develop significantly more scale with similar businesses focused on the U.S. dry grocery, retail industry Increased importance to the U.S. grocery retailer through deeper penetration in important, traffic-generating categories Leveraging operational similarities to eliminate inefficiencies/ reduce costs (e.g. supply chain, sales and marketing) Leverage legacy Del Monte capabilities/position to improve new business performance Leveraging a shared go-to-market platform to drive faster growth Using strong cash flow to invest in growing the new businesses Leveraging legacy Del Monte brand strength and strong retailer relationships Applying strong Del Monte management expertise and performance track record Ability to quickly integrate the businesses Get all of these benefits faster Rationale Benefit The merger provides many benefits to Del Monte Grow the business faster Higher representation in growth categories will support faster revenue growth

F03 Business update No customer disruptions or business interruptions in first 6 months of merger All integration initiatives tracking to or ahead of schedule Integration savings and spending estimates are also tracking plan $50M in synergy savings $75M in one-time expenses $50M in capital expenditures Business performance in our major businesses over the last 6 months has generally been as anticipated Source: Internal company financials

Business overview 1 Includes soup category sales of $3.0B and Infant Feeding category sales of $0.9B Note: LTM is as of September 30, 2002 for Del Monte and October 31, 2002 for Heinz businesses Source: Internal company financials, ACNielsen Leading brands Category size (2002) $4.0B $12.1B $1.1B $3.9B1 Del Monte is now a $3B+ company with 4 primary business units LTM sales (2002) LTM Sales $3.1B Del Monte Brands $1.3B Pet Products $0.9B Seafood $0.6B Soup and Infant Feeding $0.3B LTM Adj. EBITDA $0.5B

Each BU driven by specific strategies Del Monte Brands Pet Products Seafood Soup and Infant Feeding Continue to focus on core businesses (Kibbles 'n Bits, 9Lives, Pet Snacks, selected private label) and leverage competitive advantages Drive new product innovation Deliver "best ever" quality levels Re-position brands based on palatability Increase marketing spend to drive trial Manage basic execution/downsizing of non-core pet Continue to manage costs down to fund investment in core businesses Expand value-added product offering Lead new product innovation Continue to drive awareness and trial of Tuna pouch Further improve canned tuna business Improve canned tuna processes and product quality Continue to optimize the canned tuna product supply chain Grow private label soup Build distribution/maximize assortment Expand product innovation Grow College Inn broth Re-launch Infant Feeding (e.g. Del Monte brand or value positioning) Leverage leadership share positions Drive new product and packaging innovations Further leverage the growth of non-traditional grocery channels Continue to invest in in-store merchandising and co-marketing programs Further improve cost position

A stronger platform post-merger, combined with 5 core strategies, will drive shareholder value Del Monte Foods overall framework for shareholder value creation - F04 and beyond 1 2 3 4 5 Shareholder value-creation opportunity Five value-adding strategies = Stronger platform +

Business overview - stronger platform Platform element Strong, expanded portfolio composed of both growth and stable base businesses in large, healthy categories All dry grocery product lines share common management disciplines Proven go-to-market infrastructure serving all the U.S. retail channels' needs Superior margins and strong cash flow to re- invest in the business and reduce debt Strong management team focused on the U.S. market Support Large: Large, important categories to retailer Healthy: 29% of business segments have growth of 7% per year, remainder are stable Strong positions: 54% of Del Monte sales are in #1 brands Same: Sales, Marketing, Finance, IT Similar: R&D, Procurement, Manufacturing Distribution: 99%+ ACV on all core products Supply chain efficiency: Operating expense is 5.2 points lower than peer average Brand power: In 8 out of 10 homes Strongest margin: Highest EBITDA margin among peers FCF: ~$400M1 in FCF between closing of merger (Dec. 02) and Apr. 04. In excess of $200M1 of FCF in F04 Superior track record: Drove revenues, margins and ROIC faster than most peers since '98 Strong management talent: Excellent operating expertise in all Business Units The New Del Monte Foods has a stronger business platform post-merger 1 Before $25M in integration expenses in F04 Source: Internal company financials, ACNielsen Scantrack and Panal data

Total portfolio composed of growth, base and non-strategic segments Percent 29% of sales are in "growth-oriented" segments with another 67% in base segments, both are healthy 100% = $3.1 billion (2002) Growth segments Tuna pouch Pet snacks (core) Dry pet food (core) Private label soup College Inn Premium fruit Value-added tomatoes Base business segments Vegetables Base fruit Base tomatoes Wet pet food (core) Private label pet Infant feeding Base seafood 29 Growth segments 67 Base segments Avg. 2000-2002 Category1 Sales CAGR 7% growth flat Non-strategic segments Pet (non-core) 4 Non-strategic segments 1 Does not include Wal*Mart sales Source: Internal company financials, ACNielsen

Strong brand leadership Strong brand leadership Strong brand leadership Strong brand leadership 54% of our retail sales are in #1 brands Business Fruit Vegetables Tomatoes Pet Snacks Tuna #1 Retail Brands 54% of DLM retail sales in these #1 brands Source: Internal company financials, ACNielsen

Profit structure 1 Includes: Dole, Hormel, Interstate Bakeries, McCormick, Fresh Del Monte, Flowers Foods, Dreyer's, Smucker's, and Ralcorp Source: Compustat, company reports .. . . leading to one of the highest EBITDA margins among mid-caps Legacy Del Monte - 2002 New Del Monte - 2002 Peer1 average - 2002 We have grown our EBITDA faster than our peers since '98 . . . Legacy Del Monte EBITDA CAGR (98-02) Average Peer1 EBITDA CAGR (98-02) Percent

ROIC track record Average ROIC (1998-2002), Percent We also have a solid track record of spending capital wisely Del Monte Peers Note: ROIC includes goodwill. Calculations based on reported financials 1 Peers include Dean Foods, Dole, Dreyer's, Hormel, Kraft, and McCormick. Used arithmetic average. Source: Compustat data, company reports

Senior management team Our senior team has deep experience, with an average of 22 years in the U.S. dry grocery industry Seasoned strategic management capability across all of our categories Significant operating experience leading each Business Unit Rick Wolford Chairman and CEO Dave Meyers CFO Wes Smith COO Bob Magrann EVP of Sales Don Binotto Managing Director, Seafood Marc Haberman Managing Director, Del Monte Brands Todd Lachman Managing Director, Pet Products Dale Miller Managing Director, Veterinary Pet Products Joe Roxstrom Managing Director, Soup and Infant Feeding Nils Lommerin EVP of Human Resources

5 core strategies 1. Integrate into a single company with a common go-to- market platform and strategies 1 2 3 4 5 Our value-adding strategies Five strategies will leverage our platform to drive earnings and ROIC growth 2. Expand our growth segments and capitalize upon their higher margins 3. Strengthen our base business segments to reinforce our go-to-market platform and leverage their cash flow generation 4. Continue to restructure and manage costs out of our supply chain 5. Use our cash flow to drive growth in earnings through de-levering the Company and through opportunistic acquisitions

Strategy #1: Integrate We are progressing well in our integration plans, which is making our platform even stronger Accomplished objective of minimizing business and customer disruptions during the transition period Major National Customer #1: "This is the most seamless merger I have ever seen" Major National Customer #2: "I didn't even realize you had already merged" Management and organization working as one

Strategy #1: Integrate Sales broker consolidation Common IT platform decision made IT integration Soup production moved in-house to Mendota, IL Material logistics savings from rate re- negotiations VMI customer alignment Factory direct and distribution network optimization Common financial reporting Trade promotion planning Common human resource policies Compensation/benefits administration Sales model realignment Demand planning Marketing service provider consolidation Status Completed Completed Ahead of schedule Ahead of schedule Ahead of schedule On schedule On schedule On schedule On schedule On schedule On schedule On schedule On schedule On schedule We are making good progress on our integration initiatives, teams are on or ahead of schedule Already complete Underway, complete in F04 Planning, complete in F05 or F06

Procurement $7 - $10 Distribution $16 - $18 Manufacturing $10 - $14 Sales $2 - $4 SG&A $9 - $10 $ Millions TOTAL $46 - $54 Still on track with original projections We are on track to capture ~$50M in synergies by F06 Function Planned synergy capture (F06) Strategy #1: Integrate Source: Internal company financials

Strategy #2: Expand growth segments Growth segment elements Segments have healthy growth Del Monte growth within segments is strong Del Monte has strong share positions Higher margin than remainder of business Support ~7% per year ~9% per year Del Monte product innovations driving overall segment growth #1 share: Tuna pouch, Premium Fruit, Private label soup, Value-added tomatoes, Dry dog food1 #2 share: Pet snacks Growth segment almost two times base segment margin Our growth segments are healthy, and we are well-positioned within them 1 #1 in the taste-based, dry dog food segment Source: Internal company financials, ACNielsen

Strategy #2: Expand growth segments Key Success Factors Healthy category growth Be a leading product innovator Half of legacy Del Monte growth since '97 due to new products New businesses also have successful, recent innovation Examples: Tuna pouch, Scooby Snacks Execute with detail-based blocking and tackling Leverage strong brand equity Leverage share or have a focused, differentiated consumer proposition Premium fruit/Tuna Kibbles 'n Bits/Pet snacks Ensure consistently high product quality Kibbles n' Bits Pup-peroni Ensure sufficient consumer and in-store merchandising support Pet Food and Tuna increased media Detail-based merchandising execution There are 7 key success factors in our growth segments

Strategy #2: Expand growth segments Strategy #2: Expand growth segments We have proven our ability to drive retail revenue growth through new product introductions since 1997 Recent examples EXAMPLE: DEL MONTE BRANDS Del Monte Brands retail growth from New product introductions Acquisitions and existing products Total 2.9% 3.4% 6.3%1 CAGR (1997-2002) 1 Includes Del Monte Brands retail sales only Source: Internal company financials % retail Net Sales growth (1997-2002)

10/14/2000 12/9/2000 2/3/2001 3/31/2001 5/26/2001 7/21/2001 9/15/2001 11/10/2001 1/5/2002 3/2/2002 4/27/2002 6/22/2002 7/22/2002 9/14/2002 0.2 0.6 1.5 2 3.9 5.5 7 7.5 8.1 8.7 10 10.8 11.5 12 12.6 12.9 13.1 13.8 15 15.4 16.1 16.6 17 18.5 19.2 Repeat usage exceeds 50% Percent cumulative trial penetration StarKist Pouch Trial Penetration Strategy #2: Expand growth segments Product and packaging innovation Better product quality We will replicate the strategy we followed with Tuna Pouch in the future Source: ACNielsen

Strategy #2: Expand growth segments Scooby Snacks is another example of how we brought significant new "news" to our categories Product Innovation Drive sustained category growth and DMPP Biscuit share explosion Reach New Consumers Great tasting Biscuit in "tasteless" segment Unique Shapes Leverages existing Scooby brand equity Target households with kids- an "untapped" growth opportunity Source: ACNielsen Pre: 26 Wks ending 3/23/02, Post: 26 Wks ending 9/21/02 Scooby accounts for 80% of category growth Also increased our Biscuit share from 7.3% to 10.6% Doubled Biscuit category growth rate

Strategy #2: Expand growth segments From To We will also re-invest in consumer media spending Example: Pet Products Kibbles 'n Bits Average Media Spend (1997-99) Average % of Net Sales Kibbles 'n Bits Estimated Media Spend (2004) Source: Internal company financials Strong ROI expected on this increased media spend

Strategy #2: Expand growth segments We will address all the key success factors in our growth segments Key Success Factors Healthy category growth Be a leading product innovator Execute with detail-based blocking and tackling Leverage strong brand equity Leverage share or have a focused, differentiated consumer proposition Ensure high product quality Ensure sufficient consumer and in- store merchandising support Tuna pouch Pet snacks (core) Dry pet food (core) Private label soup College Inn Premium fruit Value- added tomatoes u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u u

Growth segment elements The segments are large Del Monte has strong share positions Segments have strong cash flow generation Reinforce our U.S. dry grocery strength Support $8.2B in U.S. sales #1 branded share: Vegetables, Base fruit, Base seafood #2 branded share: Base tomatoes, Wet pet food, Infant feeding1 Stable businesses have historically generated dependable and strong levels of cash flow Very important traffic-generating categories to our retail customers Our base segments are healthy, and we are well-positioned within them Strategy #3: Strengthen base segments 1 Infant feeding alternates between #2 and #3, but is more often #2 Source: ACNielsen

Key Success Factors Maintain healthy, stable category growth Drive focused product and packaging innovation New club channel packaging Pull-top lids Easy Squeeze Ketchup New flavor varieties in base Pet Products Execute with detail-based blocking and tackling Maintain strong product quality 9Lives Canned tuna Ensure sufficient consumer and in-store merchandising support Leverage scale position with U.S. retailers Strategy #3: Strengthen base segments The key success factors are very similar to those in our growth segments

Dedicated blocking and tackling, combined with innovation, has driven share increases and higher price premiums Fruit * Vegetable Solid Tomatoes EXAMPLE: DEL MONTE BRANDS Del Monte Libby's Private Label Price Premium v. Private Label 35.5% 13.7% 44.2% 10.2% 41.9% 4.0% 40.2% 19.4% +6.4 - -9.7 - -4.0 F961 F021 Difference Del Monte Green Giant Private Label Price Premium v. Private Label 20.4% 16.0% 41.2% 29.0% 22.8% 13.2% 45.1% 42.0% +2.4 - -2.8 +3.9 Del Monte Hunt's Private Label Price Premium v. Private Label 9.6% 11.1% 29.1% 37.7% 21.3% 11.9% 31.5% 43.0% +11.7 +0.8 +2.4 * Fruit equals Major Fruit plus Fruit Cup. Source: ACNielsen Strategy #3: Strengthen base segments

We will address all the key success factors in our base segments Key Success Factors Maintain healthy, stable category Drive focused product and packaging innovation Execute with detail-based blocking and tackling Maintain strong product quality Ensure sufficient consumer and in-store merchandising support Leverage scale position with U.S. retailers Vege- tables Base fruit Base tomatoes Wet pet food Private label pet Infant Feeding Base seafood u u u u u u u u u u u u u u u u u u u u u u u u u u u Strategy #3: Strengthen base segments u u u u u u u u u u u u u u u u u u u u u

Strategy #4: Supply chain improvement Manufacturing Logistics Moving soup production in-house to Mendota, IL Launch West Coast soup labeling Continue to develop joint manufacturing to more effectively utilize capacity Leverage international sourcing and expertise to drive optimal worldwide sourcing strategies Optimization of the Distribution Center network We will continue to restructure our supply chain to reduce costs

Strategy #4: Supply chain improvement Inventory Manufacturing Logistics Implement inventory control best practices across East and West Reduce manufacturing labor costs through capital improvement/deployment Rate and mode transportation optimization Increasing factory-direct shipment We will manage costs out of the restructured supply chain Procurement Harmonize the demand/supply planning process Leveraging larger purchasing scale to re-negotiate rates SG&A Harmonize our organization structure and processes

Strategy #5: Use cash flow to de-lever and drive growth Debt/EBITDA We will significantly reduce our leverage 12/19/021 F04E Year End 12/20/02 (Merger Date) F03E Year End 0.5 point reduction as a result of the transaction itself 1 Legacy Del Monte the day before the merger Source: Internal company financials 0.4 point reduction through debt pay- down in F04

Financial Overview

Q3 F03 Del Monte Results $ in millions, except EPS Source: Internal company financials (1) Includes Del Monte Brands for all periods presented and excludes non-recurring or non-cash charges and credits. (2 Includes pro forma interest as if merger occurred at beginning of periods presented. Relative to Q3 last year, we grew EPS 18%

Q1-Q3 F03 Del Monte Results Source: Internal company financials $ in millions, except EPS (1) Includes Del Monte Brands for all periods presented and excludes non-recurring or non-cash charges and credits. (2 Includes pro forma interest as if merger occurred at beginning of periods presented. Relative to Q1 to Q3 last year, we grew EPS 6.7%

Del Monte F04 guidance Source: Internal company financials (1) Before ~$25M in integration expenses EPS $0.88 to $0.92 Integration savings $17M FCF In excess of $200M(1) F04 Guidance Expected Performance 6-9% growth over F03 We expect to grow EPS 6-9% in F04

Shareholder value creation proposition We are strategically focused on U.S. dry grocery sales through the retail channel We have the size, brand power and performance track record to further strengthen an already strong platform to support revenue and earnings growth To drive this growth, we will leverage the platform and cash generation of our base segments to drive growth in our high margin growth segments Integration is progressing well, and is expected to further support our growth plans The company will generate significant cash, which will be used to drive earnings growth through de-levering and enabling accretive acquisitions

EX-99.1

exv99w1

EX-99.2

exv99w2

EX-99.3

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                                                                   Exhibit 99.3


BUSINESS OVERVIEW

EBITDA



                                                                            LTM
                                                                        ($ Millions)
                                                                   
SKF EBIT                                                               $   257.4
SKF Depreciation and Amortization                                           58.8
                                                                       ---------
SKF EBITDA                                                                 316.2
Del Monte EBIT                                                             117.4
Del Monte Depreciation and Amortization                                     31.2
                                                                       ---------
Del Monte EBITDA                                                           148.6
                                                                       ---------
COMBINED LTM EBITDA                                                    $   464.8
                                                                       =========
Del Monte Adjustments
  Special charges related to plant consolidation                       $     0.6
  Merger-related expenses                                                   12.4
  Loss on financial instruments                                             (0.5)
  Release of a contingent liability                                         (0.7)
  Legal expenses related to the April 1997 recapitalization                  0.7
SKF Adjustments
  Revisions to accruals and asset write-downs - Fourth quarter 2002         (2.4)
                                                                       ---------
Total Adjustments                                                           10.1
                                                                       ---------
 COMBINED LTM EBITDA AS-ADJUSTED                                       $   474.9        $0.5  BILLION
                                                                       =========


LTM for legacy Del Monte is September 2001 through September 2002

LTM for legacy SKF Foods is October 2001 through October 2002

Depreciation and amortization expense excludes amortization of deferred debt
issuance cost which is a component of interest expense.



PROFIT STRUCTURE



                                                            FISCAL       FISCAL      EBITDA
 Legacy Del Monte Foods                                      1998         2002        CAGR
                                                             --------    -----------
                                                                            
EBIT                                                         $ 83.5      $  113.4
Depreciation and Amortization                                  28.3          30.4
                                                             --------    -----------
EBITDA                                                        111.8         143.8
                                                             ========    ===========

Contadina universal product code conversion                      --           1.3
Inventory write-up                                              3.4           1.0
Special charges related to plant consolidation                  9.6           1.3
Stock Compensation and related costs                            2.9            --
Merger-related expenses                                          --           7.3
Expenses of acquisitions                                        6.9            --
Loss on financial instruments                                    --           5.8
Release of a contingent liability                                --          (0.7)
Legal expenses related to the April 1997 recapitalization        --           0.7
                                                             --------    -----------
EBITDA  AS-ADJUSTED LEGACY DEL MONTE                         $134.6      $  160.5         4.5%
                                                             ========    ===========
 Net Sales - 2002                                                         1,322.4
 Contadina universal product code conversion                                  1.3
                                                                         -----------
 Net Sales As-Adjusted - 2002                                            $1,323.7
                                                                         ===========
 2002 EBITDA MARGIN LEGACY DEL MONTE                                        12.1%
                                                                         ===========





                                                                           FISCAL
 LEGACY SKF FOODS                                                           2002
                                                                         -----------
                                                                      
 EBIT                                                                    $   261.9
 Depreciation and Amortization                                                58.8
                                                                         -----------
 EBITDA                                                                      320.7
                                                                         ===========
 Revisions to accruals and asset write-downs - Fourth quarter 2002            (2.4)
 Streamline implementation costs                                               7.9
                                                                         -----------
 EBITDA  AS-ADJUSTED SKF FOODS - 2002                                        326.2
                                                                         ===========
 EBITDA As-Adjusted Legacy Del Monte - 2002                                  160.5
 Pro Forma adjustments - Pension/Postemployment benefits, etc                 (8.4)
                                                                         -----------
 COMBINED AS-ADJUSTED EBITDA - 2002                                          478.3
                                                                         ===========
 Net Sales SKF Foods - 2002                                                1,817.0
 Net Sales As-Adjusted Legacy Del Monte - 2002                             1,323.7
 Adjustment to LTM April 2002 and SKF presentation                            45.0
                                                                         -----------
 Net Sales As-Adjusted using SKF presentation - LTM April 2002             1,368.7
                                                                         -----------
 Combined As-Adjusted Net Sales                                          $ 3,185.7
                                                                         ===========

 COMBINED PRO FORMA AS-ADJUSTED EBITDA  MARGIN-NEW DEL MONTE 2002             15.0%


Depreciation and amortization expense excludes amortization of deferred debt
issuance cost which is a component of interest expense.



                             DEL MONTE FOODS COMPANY
                          COMBINED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS ENDED JANUARY 29, 2003
                                 (IN MILLION'S)




                                              GAAP               GAAP              Non-GAAP              Non-GAAP
                                              10-Q             Pro Forma           "As Adj"              Pro Forma
                                            External             Adj1                Adj               "As Adjusted"
                                        ---------------     ----------------   ---------------      -----------------
                                                                                        
 Net sales                                        559.1               266.1                6.7  2              831.9
 Cost of products sold                            392.3               191.8              (13.5) 3              570.6
 Selling, general and administrative              105.8                45.2              (10.4) 4              140.6
                                        ---------------     ---------------    ---------------       ---------------
      OPERATING INCOME                             61.0                29.1               30.6                 120.7
 Interest expense                                  14.9                18.8                0.9  5               34.6
 Other income/(expense)                            (5.0)                 --                2.7  6               (2.3)
                                        ---------------     ---------------    ---------------       ---------------
      Income before income taxes                   41.1                10.3               32.4                  83.8
 Provision for income taxes                        16.7                 4.0                9.3  7               30.0
                                        ---------------     ---------------    ---------------       ---------------
      NET INCOME                                   24.4                 6.3               23.1                  53.8
                                        ===============     ===============    ===============       ===============
BASIC AVERAGE SHARES                        181,383,446                                                  209,228,192
EPS                                     $          0.13                                              $          0.26
FULLY DILUTED SHARES OUTSTANDING            181,112,972                                                  210,240,446
EPS                                     $          0.13                                              $          0.26
       EBIT                                        56.0                29.1               33.3                 118.4
       Depreciation & Amortization                 13.4                 5.4               (1.0) 3               17.8
                                        ---------------     ---------------    ---------------       ---------------
       EBITDA                                      69.4                34.5               32.3                 136.2


1     The historical GAAP consolidated statements of income include the results
      of operations for the Spun-Off Businesses, and the results of Del Monte
      Brands from the December 20, 2002 merger date. For comparability, the
      consolidated statements of operations include a pro forma adjustment for
      the results of Del Monte Brands for the entire period presented. Interest
      expense includes the addition of $11.2 million of pro forma expense as if
      the merger and related financing occurred on the first day of each fiscal
      year presented.

2     Net sales exclude trade promotion expenses of $6.7 million related to a
      change in estimate for liabilities associated with accounts receivables
      deductions for the Spun-Off Businesses.

3     In accordance with purchase accounting rules applied to the merger, Del
      Monte Brands inventory was increased to fair market value. This inventory
      step-up increases cost of products sold as inventory on-hand at the
      acquisition date is sold. These results exclude $11.0 million from
      inventory step-up, and $1.0 million resulting from incremental
      depreciation from the step-up of fixed assets to their fair market value.
      These results also exclude $1.5 million of Spun-Off Businesses expenses
      resulting from revisions to the parent company overhead rates as of the
      merger date.

4     SG&A excludes $4.3 million of integration expenses, $3.5 million of
      allocated parent company costs for the Spun-Off Businesses, and $2.6
      million of incentive and retention compensation for the Spun-Off
      Businesses.

5     Interest expense excludes $0.9 million of interest income resulting from
      the amortization of a loss from interest rate swap agreements.

6     Other expense excludes a $2.6 million loss from foreign exchange related
      to the Company's Euro-denominated borrowings in connection with the merger
      financing, and a rounding adjustment of $0.1 million.

7     Income taxes are presented reflect the impact of the adjustments noted.




                             DEL MONTE FOODS COMPANY
                          COMBINED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS ENDED JANUARY 30, 2002
                                 (IN MILLION'S)




                                                      GAAP                GAAP              Non-GAAP             Non-GAAP
                                                      10-Q              Pro Forma           "As Adj"             Pro Forma
                                                    External              Adj1                 Adj             "As Adjusted"
                                                 ----------------    ----------------    ----------------    ------------------
                                                                                                 
 Net sales                                                 437.8               379.4                   -                 817.2
 Cost of products sold                                     292.2               275.3                 2.8   2             570.3
 Selling, general and administrative                        76.2                65.5                (0.7)  3             141.0
                                                 ----------------    ----------------    ----------------    ------------------
      OPERATING INCOME                                      69.4                38.6                (2.1)                105.9
 Interest expense                                           (0.2)               34.8                 0.2   4              34.8
 Other income/(expense)                                     (1.7)                1.5                (0.5)  5              (0.7)
                                                 ----------------    ----------------    ----------------    ------------------
      Income before income taxes                            67.9                 5.3                (2.8)                 70.4
 Provision for income taxes                                 22.2                 2.2                 0.3   6              24.7
                                                 ----------------    ----------------    ----------------    ------------------
      NET INCOME                                            45.7                 3.1                (3.1)                 45.7
                                                 ================    ================    ================    ==================
BASIC AVERAGE SHARES                                 156,921,228                                                   209,191,169
EPS                                              $          0.29                                             $            0.22
FULLY DILUTED SHARES OUTSTANDING                     156,944,354                                                   209,843,832
EPS                                              $          0.29                                             $            0.22
        EBIT                                                67.7                40.1                (2.6)                105.2
        Depreciation & Amortization                         14.7                 4.4                (1.5)  2              17.6
                                                 ----------------    ----------------    ----------------    ------------------
        EBITDA                                              82.4                44.5                (4.1)                122.8


1     The historical GAAP consolidated statements of income include the results
      of operations for the Spun-Off Businesses. For comparability, the
      consolidated statements of operations include a pro forma adjustment to
      include the results of Del Monte Brands. Cost of products sold excludes
      $5.2 million of amortization expense for intangible assets of the Spun-Off
      Businesses no longer subject to amortization. SFAS No. 142 "Goodwill and
      Other Intangible Assets" was adopted by the Company effective May 2, 2002.
      Cost of products sold also includes $0.4 million of pro forma depreciation
      expense to recognize the unwinding of Spun-Off Businesses assets held
      under synthetic lease obligations. SG&A includes the addition of $0.6
      million of pro forma incentive and retention compensation for the Spun-Off
      Businesses. Interest expense includes the addition of $19.4 million of pro
      forma expense as if the merger and related financing occurred on the first
      day of each fiscal year presented.

2     Cost of products sold excludes $4.7 million of gains from the sale of
      assets for the Spun-Off Businesses, and $0.4 million of plant
      consolidation expense for Del Monte Brands. In accordance with purchase
      accounting rules applied to the merger, Del Monte Brands fixed assets were
      increased to fair market value. These results exclude $1.5 million
      resulting from incremental depreciation expense.

3     SG&A excludes $0.6 million of incentive and retention compensation for the
      Spun-Off Businesses, and a $0.1 million rounding adjustment.

4     Interest expense excludes $0.2 million of interest income resulting from
      the amortization of a loss from interest rate swap agreements.

5     Other expense excludes $0.5 million of gains from the change in fair value
      of interest rate swap agreements.

6     Income taxes are presented reflect the impact of the adjustments noted.



                             DEL MONTE FOODS COMPANY
                          COMBINED STATEMENTS OF INCOME
                   FOR THE NINE MONTHS ENDED JANUARY 29, 2003
                                 (IN MILLION'S)




                                                     GAAP               GAAP              Non-GAAP           Non-GAAP
                                                     10-Q             Pro Forma           "As Adj"           Pro Forma
                                                   External             Adj1                 Adj           "As Adjusted"
                                                ----------------   ----------------    ----------------   ----------------
                                                                                              
 Net sales                                              1,395.2              888.0                13.7  2         2,296.9
 Cost of products sold                                    960.8              655.9               (16.5) 3         1,600.2
 Selling, general and administrative                      249.2              157.2               (16.6) 4           389.8
                                                ----------------   ----------------    ----------------   ----------------
      OPERATING INCOME                                    185.2               74.9                46.8              306.9
 Interest expense                                          14.5               81.0                 3.7  5            99.2
 Other income/(expense)                                    (3.2)              (0.7)                3.7  6            (0.2)
                                                ----------------   ----------------    ----------------   ----------------
      Income before income taxes                          167.5               (6.8)               46.8              207.5
 Provision for income taxes                                57.5               (2.6)               19.0  7            73.9
                                                ----------------   ----------------    ----------------   ----------------
      NET INCOME                                          110.0               (4.2)               27.8              133.6
                                                ================   ================    ================   ================
BASIC AVERAGE SHARES                                165,075,301                                               209,228,132
EPS                                             $          0.67                                           $          0.64
FULLY DILUTED SHARES OUTSTANDING                    165,478,064                                               210,240,386
EPS                                             $          0.66                                           $          0.64
       EBIT                                               182.0               74.2                50.5              306.7
       Depreciation & Amortization                         31.5               29.7                (4.0) 3            57.2
                                                ----------------   ----------------    ----------------   ----------------
       EBITDA                                             213.5              103.9                46.5              363.9


1     The historical GAAP consolidated statements of income include the results
      of operations for the Spun-Off Businesses, and the results of Del Monte
      Brands from the December 20, 2002 merger date. For comparability, the
      consolidated statements of operations include a pro forma adjustment for
      the results of Del Monte Brands for the entire period presented. Cost of
      products sold includes $1.0 million of pro forma depreciation expense to
      recognize the unwinding of Spun-Off Businesses assets held under synthetic
      lease obligations. Interest expense includes the addition of $49.7 million
      of pro forma expense as if the merger and related financing occurred on
      the first day of each fiscal year presented.

2     Net sales exclude trade promotion and other sales related expenses of
      $13.7 million related to a change in estimate for liabilities associated
      with accounts receivables deductions for the Spun-Off Businesses.

3     In accordance with purchase accounting rules applied to the merger, Del
      Monte Brands inventory was increased to fair market value. This inventory
      step-up increases cost of products sold as inventory on-hand at the
      acquisition date is sold. These results exclude $11.0 million from
      inventory step-up, and $4.0 million resulting from incremental
      depreciation from the step-up of fixed assets to their fair market value.
      These results also exclude $1.5 million of Spun-Off Businesses expenses
      resulting from revisions to the parent company overhead rates as of the
      merger date.

4     SG&A excludes $9.2 million of integration expenses, $3.5 million of
      allocated parent company costs for the Spun-Off Businesses, and $3.9
      million of incentive and retention compensation for the Spun-Off
      Businesses.

5     Interest expense excludes $3.7 million of interest income resulting from
      the amortization of a loss from interest rate swap agreements.

6     Other expense excludes a $2.6 million loss from foreign exchange related
      to the Company's Euro-denominated borrowings in connection with the merger
      financing, and a $1.1 million write-off of previously capitalized debt
      issuance costs as a result of debt prepayments.

7     Income taxes are presented reflect the impact of the adjustments noted.




                             DEL MONTE FOODS COMPANY
                          COMBINED STATEMENTS OF INCOME
                   FOR THE NINE MONTHS ENDED JANUARY 30, 2002
                                 (IN MILLION'S)




                                                      GAAP               GAAP              Non-GAAP            Non-GAAP
                                                      10-Q             Pro Forma           "As Adj"            Pro Forma
                                                    External             Adj1                 Adj            "As Adjusted"
                                                 ----------------   ----------------    ----------------    ----------------
                                                                                                
 Net sales                                               1,318.6            1,015.3                 1.3   2         2,335.2
 Cost of products sold                                     894.2              750.3               (11.2)  3         1,633.3
 Selling, general and administrative                       225.0              175.1                (2.7)  4           397.4
                                                 ----------------   ----------------    ----------------    ----------------
      OPERATING INCOME                                     199.4               89.9                15.2               304.5
 Interest expense                                           (1.1)             112.1                 0.2   5           111.2
 Other income/(expense)                                     (1.2)             (44.9)               48.1   6             2.0
                                                 ----------------   ----------------    ----------------    ----------------
      Income before income taxes                           199.3              (67.1)               63.1               195.3
 Provision for income taxes                                 66.8              (26.2)               28.2   7            68.8
                                                 ----------------   ----------------    ----------------    ----------------
      NET INCOME                                           132.5              (40.9)               34.9               126.5
                                                 ================   ================    ================    ================
BASIC AVERAGE SHARES                                 156,921,228                                                209,189,860
EPS                                                       $ 0.84                                                     $ 0.61
FULLY DILUTED SHARES OUTSTANDING                     156,946,612                                                209,864,083
EPS                                                       $ 0.84                                                     $ 0.60
        EBIT                                               198.2               45.0                63.3               306.5
        Depreciation & Amortization                         44.1               13.9                (4.5)  2            53.5
                                                 ----------------   ----------------    ----------------    ----------------
        EBITDA                                             242.3               58.9                58.8               360.0


1     The historical GAAP consolidated statements of income include the results
      of operations for the Spun-Off Businesses. For comparability, the
      consolidated statements of operations include a pro forma adjustment to
      include the results of Del Monte Brands. Cost of products sold excludes
      $15.5 million of amortization expense for intangible assets of the
      Spun-Off Businesses no longer subject to amortization. SFAS No. 142
      "Goodwill and Other Intangible Assets" was adopted by the Company
      effective May 2, 2002. Cost of products sold also includes $1.4 million of
      pro forma depreciation expense to recognize the unwinding of Spun-Off
      Businesses assets held under synthetic lease obligations. SG&A includes
      the addition of $1.9 million of pro forma incentive and retention
      compensation for the Spun-Off Businesses. Interest expense includes the
      addition of $64.5 million of pro forma expense as if the merger and
      related financing occurred on the first day of each fiscal year presented.

2     Net sales excludes $1.3 million of trade promotion expense related to an
      earlier acquisition.

3     Cost of products sold excludes $7.3 million of restructuring expense for
      the Spun-Off Businesses and $1.4 million for Del Monte Brands plant
      consolidation expense. In addition, cost of products sold excludes $4.7
      million of gains from the sale of assets for the Spun-Off Businesses, and
      $2.4 million for the fair market value inventory step-up related to an
      earlier acquisition. In accordance with purchase accounting rules applied
      to the merger, Del Monte Brands fixed assets were increased to fair market
      value. These results exclude $4.5 million resulting from incremental
      depreciation expense. In addition, $0.3 million of other expenses are
      excluded from cost of products sold.

4     SG&A excludes $1.9 million of incentive and retention compensation for the
      Spun-Off Businesses, $0.5 million of Spun-Off Businesses restructuring
      expense and $0.3 million of other expense.

5     Interest expense excludes $0.2 million of interest income resulting from
      the amortization of a loss from interest rate swap agreements.

6     Other expense excludes a $42.3 million of prepayment premiums and related
      write-off of previously capitalized debt issuance costs as a result of a
      May 2001 debt refinancing, and $5.8 million of losses from the change in
      fair value of interest rate swap agreements.

7     Income taxes are presented reflect the impact of the adjustments noted.