The following table sets forth historical consolidated financial information of Del Monte. The statement of operations data for the fiscal year ended June 30, 1996 and the balance sheet data as of June 30, 1996 have been derived from consolidated financial statements of Del Monte audited by Ernst & Young LLP, independent auditors. The statement of operations data for each of the fiscal years in the four-year period ended June 30, 2000 and the balance sheet data as of June 30, 2000, 1999, 1998 and 1997 have been derived from consolidated financial statements of Del Monte audited by KPMG LLP, independent auditors. The table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements of Del Monte and related notes and other financial information included elsewhere in this Annual Report on Form 10-K.

	Fiscal Year Ended June 30,
(In millions, except share		2000		1999		1998		1997		1996
data)
Statement of Operations Data:
Net sales	$	1,462.1	$	1,504.5	$	1,313.3	$	1,217.4	$	1,305.3
Cost of products sold		920.5		998.3		898.2		819.3		984.1
Selling, administrative and general expense(a)		384.2		375.3		316.4		326.9		239.0
Special charges related to plant consolidation		10.9		17.2		9.6		–		–
Acquisition expense		–		0.9		6.9		–		–
Operating income		146.5		112.8		82.2		71.2		82.2
Interest expense		67.1		77.6		77.5		52.0		67.2
Loss (gain) on sale of divested assets (b)		–		–		–		5.0		(123.3)
Other (income) expense (a)		–		2.0		(1.3)		30.1		2.7
Income (loss) before income taxes, minority interest, extraordinary item and  cumulative effect of accounting change		79.4		33.2		6.0		(15.9)		135.6
Provision (benefit) for income taxes		(53.6)		0.5		0.5		0.6		11.4
Minority interest in earnings of subsidiary		–		–		–		–		3.0
Income (loss) before extraordinary item and cumulative effect of accounting change		133.0		32.7		5.5		(16.5)		121.2
Extraordinary loss, net of tax benefit (c)		4.3		19.2		–		41.6		10.3
Cumulative effect of accounting change (d)		–		–		–		–		7.1
Net income (loss)	$	128.7	$	13.5	$	5.5	$	(58.1)	$	103.8
Net income (loss) attributable to common shares	$	128.7	$	9.9	$	0.2	$	(127.9)	$	21.8
Net income (loss) per common share (e)	$	2.42	$	0.23	$	0.01	$	(2.07)	$	0.29
Weighted average number of diluted shares outstanding	53,097,898		42,968,652		32,355,131		61,703,436		75,047,353
	Fiscal Year Ended June 30,
(In millions)		2000		1999		1998		1997		1996
Other Data:
Adjusted EBITDA:(f)
EBIT	$	146.5	$	110.8	$	83.5	$	36.1	$	202.8
Depreciation and amortization(g)		32.3		33.5		28.3		24.4		25.7
EBITDA of Divested Operations(h)		–		–		–		(0.9)		(22.4)
Asset value impairment/ (recapture)(i)		(2.3)		–		–		6.5		–
Loss (gain) on sale of Divested Operations(b)		–		–		–		5.0		(123.3)
Terminated transactions(j)		–		2.1		–		–		–
Benefit costs(k)		–		–		2.9		–		–
Headcount reduction and relocation(l)		–		–		–		–		9.0
Recapitalization expenses(a)		–		–		–		47.4		–
Special charges related to plant consolidation		10.9		17.2		9.6		–		–
Expenses of acquisitions(m)		–		1.4		6.9		–		–
Inventory write-up(m)		–		2.8		3.4		–		–
Adjusted EBITDA	$	187.4	$	167.8	$	134.6	$	118.5	$	91.8
Adjusted EBITDA margin(f)		12.8%		11.2%		10.3%		10.1%		8.6%
Cash flows provided by (used in) operating activities	$	(7.1)	$	96.1	$	97.0	$	25.2	$	58.4
Cash flows provided by (used in) investing activities		(65.9)		(86.2)		(222.0)		37.0		169.9
Cash flows provided by (used in) financing activities		71.2		(9.9)		127.0		(63.4)		(222.8)
Capital expenditures		67.8		55.0		32.1		20.3		15.8
Selected Ratios:
Ratio of earnings to fixed charges(n)		2.0x		1.4x		1.1x		–		2.8x
Deficiency of earnings to cover fixed charges(n)		–		–		–	$	15.9		–
		June 30,
(In millions)		2000		1999		1998		1997		1996
Balance Sheet Data:
Working capital	$	149.8	$	187.3	$	210.2	$	118.1	$	209.2
Total assets		1,040.7		872.0		845.1		666.9		735.9
Total debt		632.1		543.4		709.7		609.7		372.4
Redeemable preferred stock		–		–		32.5		32.2		213.4
Stockholders’ equity (deficit)		10.6		(118.4)		(349.8)		(398.8)		(288.1)

(a)	In connection with Del Monte’s recapitalization, which was consummated on April 18, 1997, administrative and general expenses of approximately $25.0 million were incurred primarily for management incentive payments and, in part, for severance payments. In addition, $22.3 million of other expenses were incurred in conjunction with the recapitalization, primarily for legal, investment advisory and management fees.
(b)	In the fiscal quarter ended December 1996, Del Monte sold Del Monte Latin America. The combined sales price of $49.5 million, reduced by $1.3 million of related transaction expenses, resulted in a loss of $5.0 million. In November 1995, Del Monte sold its pudding business for $88.8 million, net of $3.9 million of related transaction fees. The sale resulted in a gain of $71.3 million. In March 1996, Del Monte sold its 50.1% ownership interest in Del Monte Philippines for $100.0 million, net of $2.2 million of related transaction fees. The sale resulted in a gain of $52.0 million.
(c)	During February 2000, the Company repurchased $31.0 million of senior subordinated notes. In conjunction with this debt prepayment, an extraordinary loss of $5.2 million ($4.3 million net of tax benefit of $0.9 million) was recorded. This extraordinary loss consisted of $3.7 million of prepayment premiums and a $1.5 million write-off of capitalized deferred debt issue costs and original issue discount. In fiscal 1999, Del Monte recorded a $19.2 million extraordinary loss. In conjunction with the February 1999 public equity offering, Del Monte redeemed all outstanding preferred stock, a portion of senior subordinated notes and a portion of senior discount notes, as well as an early retirement of senior debt. In connection with these payments, $5.5 million of capitalized debt issue costs were written off and $13.7 million of redemption premiums were paid, both of which Del Monte recorded as extraordinary items. In fiscal 1997, $41.6 million of expenses related to the early retirement of debt due to the exchange of Pay-in-Kind (“PIK”) notes and to Del Monte’s recapitalization was charged to net income. In September 1996, Del Monte repurchased PIK notes and, concurrently, exchanged essentially all remaining PIK notes for new PIK notes. In conjunction with this repurchase and exchange, capitalized debt issue costs of $3.6 million, net of a discount on the PIK notes, were written off and accounted for as an extraordinary loss. In conjunction with the refinancing of debt that occurred at the time of the recapitalization in fiscal 1997, Del Monte recorded a $38.0 million extraordinary loss related to the early retirement of debt. The $38.0 million consisted of previously capitalized debt issue costs of $18.8 million and a note premium payment and a term loan make-whole payment aggregating $19.2 million. In December 1995 and April 1996, Del Monte prepaid part of its term loan and senior secured notes. In conjunction with the early debt retirement, Del Monte recorded an extraordinary loss of $10.3 million. The extraordinary loss consisted of a $5.0 million prepayment premium and a $5.3 million write-off of capitalized debt issue costs related to the early retirement of debt.
(d)	Effective July 1, 1995, Del Monte adopted SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” The cumulative effect of adopting SFAS No. 121 resulted in a charge to fiscal 1996 net earnings of $7.1 million.
(e)	Net income (loss) attributable to the shares of common stock is computed as net income (loss) reduced by the cash and in-kind dividends for the period on redeemable preferred stock.
(f)	Adjusted EBITDA represents EBITDA (income (loss) before provision (benefit) for income taxes, minority interest, extraordinary item, cumulative effect of accounting change and depreciation and amortization expense, plus interest expense) before special charges and other one-time and non-cash charges, less gains (losses) on sales of divested assets and the results of the Divested Operations (as defined below). Adjusted EBITDA should not be considered in isolation from, and is not presented as an alternative measure of, operating income or cash flow from operations (as determined in accordance with GAAP). Adjusted EBITDA as presented may not be comparable to similarly titled measures reported by other companies. Since Del Monte has undergone significant structural changes during the periods presented, management believes that this measure provides a meaningful measure of operating cash flow (without the effects of working capital changes) for the core and continuing business of Del Monte by normalizing the effects of operations that have been divested and one-time charges or credits. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of net sales (excluding net sales of Divested Operations of $48.1 million and $232.3 million for the years ended June 30, 1997 and 1996).
(g)	Depreciation and amortization excluded amortization of $3.0 million, $3.4 million, $3.3 million, $4.7 million and $4.8 million of deferred debt issuance costs for fiscal 2000, 1999, 1998, 1997 and 1996, which are included in the caption “Interest expense.” In addition, in fiscal 2000, 1999 and 1998, depreciation and amortization excluded $4.3 million, $9.4 million and $3.0 million of accelerated depreciation, which is included in the caption “Special charges related to plant consolidation.”
(h)	At the end of fiscal 1997, a distribution agreement expired under which Del Monte sold certain products for Premier Valley Foods (formerly Yorkshire Dried Fruits and Nuts, Inc.) at cost. During fiscal 1996 and the first half of fiscal 1997, Del Monte sold its pudding business, its 50.1% interest in Del Monte Philippines and all of its interest in Del Monte Latin America. These events are collectively referred to as the “Divested Operations.”
(i)	In the fourth quarter of fiscal 2000, the Company entered into a joint venture to develop the site of a former dried fruit plant location in San Jose. This property had previously been written-down in fiscal 1996 upon initial adoption of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” The value assigned to this property which was contributed in the joint venture was higher than the carrying cost resulting in a recapture of the previous write-down. In fiscal 1997, non-cash charges included $6.5 million related to the recognition of an other than temporary impairment of a long-term equity investment.
(j)	In fiscal 1999, one-time charges included $2.1 million of costs of the public equity offering that was withdrawn due to conditions in the equity securities market in July 1998.
(k)	In fiscal 1998, one-time and non-cash charges included $2.9 million of stock compensation and related benefit expense.
(l)	In fiscal 1996, other one-time charges included $3.3 million for relocation costs and $5.7 million of costs associated with a significant headcount reduction.
(m)	In fiscal 1999, one-time charges included $0.9 million of indirect acquisition-related expenses incurred in connection with the South America Acquisition, as well as $0.5 million of one-time start-up costs, and $2.8 million of inventory step-up due to the purchase price allocation related to the Contadina Acquisition and the South America Acquisition. In fiscal 1998, one-time charges included $6.9 million of indirect acquisition-related expenses incurred in connection with the Contadina Acquisition and $3.4 million of inventory step-up due to the purchase price allocation related to the Contadina Acquisition.
(n)	For purposes of determining the ratio of earnings to fixed charges and the deficiency of earnings to cover fixed charges, earnings are defined as income (loss) before extraordinary item, cumulative effect of accounting change and provision (benefit) for income taxes plus fixed charges. Fixed charges consist of interest expense on all indebtedness (including amortization of deferred debt issue costs) and the interest component of rent expense.