10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                           to

Commission File Number 1-6699

INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-0871880 (I.R.S. Employer Identification No.)
110 Cheshire Lane, Suite 300, Minnetonka, Minnesota (Address of principal executive offices)	55305 (Zip Code)
(952) 594-3300 (Registrant's telephone number, including area code)

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

Title of each class	Name of each exchange on which registered
Common Stock (par value $.10 per share)	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange

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

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act") 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 ý    No o

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        The aggregate market value of Common Stock, par value $.10 per share, held by non-affiliates of the registrant (see Item 12 hereof) computed by reference to the closing price as reported in the consolidated transaction reporting system as of August 29, 2003 (the last business day of the registrant's most recently completed second fiscal quarter) was $482,168,190.

        The number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of April 16, 2004 was 19,441,850.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORM 10-K TABLE OF CONTENTS

		Page
Part I
Item 1	Business.	1
Item 2	Properties.	5
Item 3	Legal Proceedings.	5
Item 4	Submission of Matters to a Vote of Security Holders.	6
Part II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 6	Selected Financial Data.	7
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 8	Financial Statements and Supplementary Data.	20
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	53
Item 9A	Controls and Procedures.	53
Part III
Item 10	Directors and Executive Officers of the Registrant.	53
Item 11	Executive Compensation.	58
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	66
Item 13	Certain Relationships and Related Transactions.	69
Item 14	Principal Accountant Fees and Services.	69
Part IV
Item 15	Exhibits, Financial Statement Schedules and Reports on Form 8-K.	70

PART I

Item 1. Business.

General

        International Multifoods Corporation ("Multifoods"), incorporated in Delaware in 1969 as the successor to a business founded in 1892, operates food manufacturing businesses in the United States and Canada.

        We manage our businesses through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. In September 2002, we completed the sale of our foodservice distribution business. We have classified our foodservice distribution business as a discontinued operation. Financial information for the last three fiscal years for each of our business segments is included in Note 17 to our Consolidated Financial Statements included under Part II, Item 8 hereof.

        On March 7, 2004, we entered into an agreement to be acquired by The J.M. Smucker Company. Under the terms of the agreement, our stockholders will receive $25 per common share in a combination of 80% J.M. Smucker common stock and 20% cash, subject to possible adjustment in the percentages of stock and cash. Completion of the transaction is subject to approval by J.M. Smucker and Multifoods stockholders and customary regulatory approvals. The transaction is expected to close by the end of June 2004.

U.S. Consumer Products

        Through our U.S. Consumer Products segment, we market and distribute flour and scratch ingredients, dessert and baking mixes, ready-to-spread frostings, potato mixes, dry breakfast mixes and syrups primarily under the Pillsbury, Martha White, Jim Dandy, Gladiola, Robin Hood, La Piña, Red Band, Softasilk, Hungry Jack and Idaho Spuds brand names for sale through retail channels in the United States. In addition, we market and sell evaporated milk products under our Pet brand name and flavored rice and pasta side-dish products under our Farmhouse brand name. Products in our portfolio are strong brands in the packaged foods industry, some having operating histories more than 100 years.

        Our Pillsbury branded products currently include 129 stock-keeping units ("SKUs") in seven general subcategories: cake mix, ready-to-spread frosting, brownie mix, muffin mix, cookie mix, quickbread mix and flour and scratch ingredients. Our Martha White branded products are primarily marketed under three major subcategories of muffin mixes, brownie mixes and scratch ingredients. We also market cornbread mix under the Gladiola brand name and grits under the Jim Dandy brand name. Presently, we market a total of 88 SKU's under our Martha White, Gladiola and Jim Dandy brands. We currently market 51 SKUs primarily under the Hungry Jack brand, including 14 pancake mix SKUs, six syrup SKUs and 31 potato mix SKUs. The 31 potato mix SKUs include products across three product lines: core mashed potatoes, specialty potatoes and mashed potatoes with gravy. We market 12 SKUs in the flour and scratch subcategory under our Robin Hood, La Piña, Red Band and Softasilk brands. We also market ten evaporated milk products under our Pet brand and 27 pasta and rice side-dish SKUs under our Farmhouse brand. Approximately half of the products of the U.S. Consumer Products segment are manufactured at our Toledo, Ohio manufacturing facility, while third party co-packers manufacture and package the remainder of this segment's products.

        The Pillsbury Company has licensed to us the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis for an initial term of 20 years. After the initial 20-year term, the license is automatically renewable for unlimited additional 20-year terms on a royalty-free basis. This license allows us to use the licensed marks on certain dessert and baking mix and flour products and other baking related products in retail channels in the United States and its territories and commonwealths, including Puerto Rico. We also

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have the non-exclusive right to sell covered products bearing these trademarks to stores of United States-based retailers in Mexico and Canada.

        Our U.S. Consumer Products segment sells its products to supermarket chains, retail wholesalers and other retail channels. Our customers include Wal-Mart Stores, Inc., Kroger Co. and SuperValu, Inc. CROSSMARK, Inc., a privately held, nationwide sales and marketing organization, provides retail sales and marketing services for our U.S. Consumer Products brands. We also employ a direct sales force.

        Our U.S. Consumer Products segment competes in the United States retail food manufacturing industry. Our Pillsbury and Martha White brands compete primarily within the dessert and baking mixes, or DBM, market. The DBM market includes mixes for cakes, cookies, brownies, muffins and quickbread, as well as ready-to-spread frosting and ingredients used in scratch baking such as flour. Within the DBM category, we compete primarily with Betty Crocker, which is produced by General Mills, and Duncan Hines, which is produced by Pinnacle Foods Group, Inc. Our Hungry Jack brand competes in three primary market categories: pancake mix, dehydrated potatoes and table syrup. We compete primarily with Aunt Jemima, which is produced by PepsiCo's Quaker Foods North America segment, in pancake mix and Betty Crocker in dehydrated potatoes. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Foodservice Products.

        Our Foodservice Products segment produces approximately 1,200 products for retail, wholesale and in-store bakeries and foodservice customers primarily in the United States. Through this segment, we produce baking mix products, including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes, cookies, brownies, bars and pizza crusts, as well as fillings, icings and frostings. Baking mix products are marketed under our Multifoods, Pillsbury and Jamco brands. In addition, we manufacture and market frozen batters, doughs and desserts under our Multifoods, Gourmet Baker and Fantasia brands. Our products are marketed through our own direct sales force of sales and technical support personnel, as well as through a network of brokers and bakery distributors, which in turn sell our products to retail bakers and other customers. Our customers include Ahold USA, Inc., Costco Wholesale Corporation, Dunkin' Donuts, Pizza Hut, Inc., Sysco Corporation and U.S. Foodservice, Inc.

        Under a foodservice trademark license agreement with The Pillsbury Company, we have the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis until November 2008 on certain non-custom dry mix products in packages of seven pounds or less and non-custom frosting products in packages of 11 pounds or less in foodservice channels in the United States and its territories and commonwealths, including Puerto Rico, and in certain limited instances and on a non-exclusive basis, Mexico and Canada. This license is non-renewable.

        Our Foodservice Products segment encounters significant competition in the bakery products market. We are a leading supplier of baking mixes to foodservice operators and retail and in-store bakeries in the United States and we compete with several large corporations and regional producers of baking mixes. With respect to frozen bakery products, we compete primarily in the foodservice and in-store bakery markets with several large corporations and numerous regional suppliers that have select product offerings. Our largest competitor in both of the baking mixes and frozen bakery products categories is General Mills, Inc. We compete on the basis of product quality and uniqueness, product convenience, brand loyalty, timely delivery and customer service, as well as price.

        Canadian Foods.    Our Canadian Foods segment consists of our retail and commercial foods businesses in Canada. Canadian Foods manufactures flour and baking mixes, primarily under the Robin Hood brand, and pickles and relish condiments, primarily under the Bick's brand for sale through retail and commercial channels in the United States and Canada. Thirty retail baking mixes are sold in

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Canada under our Robin Hood brand, while retail flour is sold in Canada under the Robin Hood, Golden Temple, Brodie, Cream of the West, and Monarch brands. In the United States, we sell retail flour under our Golden Temple brand. We also sell hot cereals in Canada under our Robin Hood, Old Mill, Red River and Purity brands. In addition, we manufacture and market pickles and relish condiments to consumers in Canada, where our Bick's brand is the market leader. We also sell condiments in Canada under the Habitant, Gattuso, Woodman's and McLaren's labels.

        The commercial foods business of our Canadian Foods segment produces pickles and relish condiments, baking mix products, wheat flour and oat products for retail, in-store and wholesale bakeries and foodservice customers in Canada and the United States. Such products are sold primarily under our Robin Hood and Bick's brands.

        The products of our Canadian Foods segment are marketed primarily through our own sales organization, supported by advertising and other promotional activities. Our customers include Loblaw Companies Limited, The TDL Group Limited and Sobeys Inc. Our competitors in Canada include both large corporations and regional producers. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Discontinued Operations

        In September 2002, we completed the sale of our foodservice distribution business. The foodservice distribution business is treated as discontinued operations in our consolidated financial statements.

Other Information Relating to the Business of Multifoods

        Sources of Supply and Raw Materials.    With respect to each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments, raw materials generally are available from numerous sources and we believe that we will continue to be able to obtain adequate supplies. In Canada, we minimize risks associated with wheat market price fluctuations by hedging our wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we also enter into futures contracts to reduce the risk of price fluctuations on certain anticipated raw material purchases. See Note 9 to the Consolidated Financial Statements included under Part II, Item 8, hereof.

        Trademarks and Other Intellectual Property.    We own numerous trademarks, service marks and product formulae which are important to our businesses. In addition, we use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis, under the terms of the retail trademark license agreement and the foodservice trademark license agreement described above. The most significant trademarks and service marks are identified by appearing in all italicized letters above. Most of our trademarks and service marks are registered.

        Seasonality.    Each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments experience some seasonality of their businesses due to increased demand for their products during the fall and holiday baking seasons. As a result, sales volumes of each of the U.S. Consumer Products, Foodservice Products and Canadian Foods segments are generally higher during our fiscal third quarter.

        Research and Development.    Our expenses for research and development for fiscal years 2004, 2003 and 2002 were $7.6 million, $6.4 million and $3.7 million, respectively.

        Environmental Regulation.    Our facilities in the United States and Canada are subject to federal, state, provincial and local environmental laws and regulations. Compliance with these provisions has

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not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, net earnings or competitive position.

        On September 22, 2003, Multifoods received a Request for Information from the Minnesota Department of Agriculture ("MDA") concerning an alleged incident involving the release of pesticides into the environment at the former Brown County Feed Services ("BCFS") site located in Essig, Minnesota. BCFS was a retail agricultural dealership owned 51% by Multifoods and 49% by an individual. Multifoods' interest in BCFS was sold in 1991. On October 24, 2003 the MDA issued to Multifoods a Request for Agricultural Chemical Incident Investigation and Corrective Action and Special Order (the "Request and Order") requesting that Multifoods retain a consulting firm to investigate and clean up the incident, and ordering Multifoods not to engage in any activities on the site that could interfere with or compromise the remedial investigation or corrective action efforts at the site. Pursuant to the Request and Order, Multifoods developed a remedial investigation work plan for submission to the MDA. The MDA has approved the Multifoods work plan and the investigative activities described in the work plan are anticipated to commence soon.

        On February 9, 2004, Multifoods received from the Kansas Department of Health and Environment (the "KDHE") a draft Consent Order to undertake a Comprehensive Investigation/Corrective Action and provision of Alternative Water Supply related to the Former Agrex Site in Saline County, Kansas. The Former Agrex Site was previously owned and operated by Multifoods as a grain elevator facility, and was sold by Multifoods in 1974. Pursuant to the draft Consent Order, the KDHE has alleged that in the course of operating the grain facility at the Former Agrex Site, Multifoods and a subsequent owner and operator of the grain facility, Agrex, Inc., used grain fumigants that contained certain volatile organic compounds. The KDHE is seeking to require Multifoods and Agrex, Inc. to undertake a preliminary investigation of the Former Agrex Site to determine the extent, if any, of contamination of the groundwater at the Former Agrex Site and to provide alternate water supplies to certain residential properties in the area of the Former Agrex Site that currently use private wells as their water source. Multifoods is currently investigating this matter and is in negotiations with the KDHE. Multifoods has also tendered defense of this matter to Multifoods' primary general liability insurance carrier during the period at issue.

        Employees.    As of February 28, 2004, we and our subsidiaries had 2,162 employees.

        Available Information.    Multifoods' internet website is http://www.multifoods.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are made available, free of charge, under the "Investor Relations" section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition, our Principles of Corporate Governance and the Charters of each of the Audit Committee, Compensation and Human Resources Committee and Nominating and Corporate Governance Committee of our Board of Directors are available under the "Investor Relations" section of our website. All of the foregoing documents are available in print and can be obtained by sending a written request to Investor Relations at International Multifoods Corporation, 110 Cheshire Lane, Minnetonka, MN 55305-1060.

Cautionary Statement Relevant to Forward-Looking Information

        This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may from time to time make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors,

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including, among others, approval of the merger transaction with The J.M. Smucker Company by Multifoods and Smucker shareholders and regulatory authorities; consummation of the proposed merger transaction; timing of the closing of the proposed merger transaction; the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials, utilities and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; the potential enforcement of our guarantees on lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports and other filings filed with the Securities and Exchange Commission.

Item 2. Properties.

        Our principal executive offices are located in Minnetonka, Minnesota in leased office space. Several of our subsidiaries also own or lease office space. We operate numerous processing and distribution facilities throughout the United States and Canada. We believe that our facilities are suitable and adequate for current production volumes. The following is a description of our properties as of February 28, 2004.

        We manufacture the products of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments in 17 owned and leased processing facilities across the United States and Canada, as described in the following table:

Location	Primary Products	Size	Owned/Leased
Bonner Springs, Kansas	Bakery Mix/Frozen Bakery	100,000 s.f.	Owned
Burlington, Ontario	Bakery Mix	65,000 s.f.	Owned
Burnaby, British Columbia	Frozen Bakery	15,000 s.f.	Leased
Burnaby, British Columbia	Frozen Bakery	32,800 s.f.	Leased
Delhi Township, Ontario	Pickle Tank Farm	15 acres	Owned
Dunnville, Ontario	Pickles and Relish Condiments	98,300 s.f.	Owned
Elyria, Ohio	Bakery Mix	56,400 s.f.	Owned
La Mirada, California	Bakery Mix	100,860 s.f.	Leased
Lockport, New York	Bakery Mix	89,300 s.f.	Owned
Montreal, Quebec	Flour Mill	203,000 s.f.	Owned
Montreal, Quebec	Bakery Mix	48,500 s.f.	Owned
Pt. Colborne, Ontario	Flour Mill	330,000 s.f.	Owned/Leased*
Saskatoon, Saskatchewan	Flour & Oat Mill/ Bakery Mix	230,000 s.f.	Owned
Sedalia, Missouri	Frozen Bakery	48,500 s.f.	Owned
Simcoe, Ontario	Frozen Bakery	65,000 s.f.	Owned
Toledo, Ohio	Bakery Mixes and Frosting	633,000 s.f.	Owned
Winnipeg, Manitoba	Frozen Bakery	72,000 s.f.	Owned

*

We own the building and lease the land at our Pt. Colborne facility.

        Our U.S. Consumer Products, Foodservice Products and Canadian Foods segments also operate two research and development laboratories.

Item 3. Legal Proceedings.

        Neither Multifoods nor any of its subsidiaries is a party to any legal proceeding that is material to the business, financial condition or results of operations of Multifoods. See the information under the

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heading "Other Information Relating to the Business of Multifoods—Environmental Regulation" in Item 1 above for a description of environmental matters in which Multifoods is involved.

Item 4. Submission of Matters to a Vote of Security Holders.

        No matters were submitted to a vote of security holders of Multifoods during the fourth quarter of the fiscal year ended February 28, 2004.

EXECUTIVE OFFICERS OF MULTIFOODS.

        The information contained in Item 10 in Part III hereof under the heading "Directors and Executive Officers of Multifoods" is incorporated by reference in Part I of this Report.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

        Our Common Stock is listed on the New York Stock Exchange. The high and low sales prices for our Common Stock as reported in the consolidated transaction reporting system for each quarterly period within the two most recent fiscal years, shown in Note 19 to our Consolidated Financial Statements included under Part II, Item 8 hereof, is incorporated herein by reference. We did not pay any dividends on our Common Stock during the two most recent fiscal years.

        As of April 16, 2004, there were 1,500 holders of record of our Common Stock.

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Item 6. Selected Financial Data.

Five-Year Comparative Summary

			Fiscal Year Ended
			Feb. 28, 2004			March 1, 2003			March 2, 2002			March 3, 2001			Feb. 29, 2000
			(dollars and shares in millions, except per share data)
Consolidated Summary of Operations
Net sales			$	908.0		$	939.3		$	597.9		$	472.4		$	476.1
Cost of goods sold				(739.5	)		(755.3	)		(497.0	)		(389.3	)		(393.4	)
Selling, general and administrative				(109.9	)		(110.8	)		(71.6	)		(49.3	)		(52.6	)
Unusual items				(8.4	)		—			0.3			3.8			—
Interest, net				(22.4	)		(24.5	)		(11.6	)		(4.2	)		(3.3	)
Loss on cancellation of debt offering				—			—			(10.3	)		—			—
Other income (expense), net				(3.0	)		(4.7	)		(0.2	)		(1.3	)		(1.1	)
Earnings from continuing operations before income taxes				24.8			44.0			7.5			32.1			25.7
Income taxes				(7.3	)		(16.3	)		(2.5	)		(15.2	)		(9.7	)
Earnings from continuing operations				17.5			27.7			5.0			16.9			16.0
Discontinued operations:
	Operating earnings (loss), after tax			—			(6.5	)		4.2			4.3			(10.9	)
	Cumulative effect of change in accounting principle, net of tax			—			(41.3	)		—			—			—
	Net loss on disposition, after tax			—			(25.9	)		—			—			—
Earnings (loss) from discontinued operations				—			(73.7	)		4.2			4.3			(10.9	)
Net earnings (loss)			$	17.5		$	(46.0	)	$	9.2		$	21.2		$	5.1
Basic earnings (loss) per share:
	Continuing operations		$	0.91		$	1.45		$	0.27		$	0.90		$	0.86
	Discontinued operations			—			(3.86	)		0.22			0.23			(0.59	)
		Total	$	0.91		$	(2.41	)	$	0.49		$	1.13		$	0.27
Diluted earnings (loss) per share:
	Continuing operations		$	0.90		$	1.43		$	0.26		$	0.89		$	0.86
	Discontinued operations			—			(3.80	)		0.22			0.23			(0.59	)
		Total	$	0.90		$	(2.37	)	$	0.48		$	1.12		$	0.27
Year-End Financial Position
Current assets(3)			$	221.5		$	216.0		$	469.2		$	378.3		$	354.0
Current liabilities(3)				193.9			147.0			270.1			298.9			277.5
Working capital (excluding cash and short-term debt)(3)				105.4			84.2			197.2			109.7			126.8
Property, plant and equipment, net(2)				247.9			235.1			148.0			117.3			116.9
Long-term debt				261.6			328.0			514.5			145.4			147.2
Shareholders' equity				268.0			236.0			272.1			256.0			255.1
Total assets(3)				784.3			766.3			1,124.7			764.6			736.2
Dividends Paid
Common stock			$	—		$	—		$	—		$	15.0		$	15.0
Per share of common stock				—			—			—			0.80			0.80
Other Financial Data
Current ratio				1.1:1			1.5:1			1.7:1			1.3:1			1.3:1
Equity per share of common stock			$	13.86		$	12.30		$	14.32		$	13.66		$	13.62
Debt-to-total capitalization				56	%		59	%		66	%		42	%		45	%
Depreciation(2)			$	21.0		$	13.6		$	12.3		$	10.9		$	10.3
Capital expenditures, excluding acquisitions(2)			$	35.5		$	33.0		$	23.8		$	22.8		$	18.4
Average common shares outstanding:
	Basic			19.3			19.1			18.9			18.7			18.8
	Diluted			19.5			19.4			19.1			18.9			18.8
Number of common shareholders				3,618			3,970			4,022			4,287			4,445
Number of employees(2)				2,162			2,377			2,101			2,084			1,880
Market price per share of common stock:
	Close		$	19.48		$	19.70		$	21.86		$	19.21		$	10.94
	High		$	26.33		$	28.92		$	24.67		$	23.31		$	24.19
	Low		$	15.60		$	17.37		$	16.30		$	9.81		$	10.75

(1)

In fiscal 2003, we classified our foodservice distribution business as discontinued operations. Prior-year information has been reclassified accordingly.

(2)

Continuing operations only.

(3)

Includes discontinued operations.

        The information contained in Note 1 ("Summary of Significant Accounting Policies"), Note 2 ("Business Acquired"), Note 3 ("Discontinued Operations"), Note 5 ("Unusual Items") and Note 18 ("Subsequent Events") to Multifoods' Consolidated Financial Statements included under Part II, Item 8 is incorporated herein by reference.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

        International Multifoods Corporation is a North American producer of branded consumer foods and foodservice products, including baking mixes, frozen bakery products, flour, ready-to-spread frostings, condiments, and potato and pancake mix offerings. We operate the company through three operating segments—U.S. Consumer Products, Foodservice Products and Canadian Foods.

        We manage the company to provide strong operating cash flows and profitable growth through brand building, product innovation and improvements in operating efficiencies. Our strategies are built around our strengths in branded food products. The key financial metrics we use to evaluate performance are growth in net sales, operating earnings and earnings per share, as well as free cash flows (defined as cash flows from operations less capital expenditures).

        On March 7, 2004, we entered into an agreement to be acquired by The J.M. Smucker Company. Under the terms of the agreement, our shareholders will receive $25 per common share in a combination of 80% J.M. Smucker common stock and 20% cash. Completion of the transaction is subject to approval by J.M. Smucker and Multifoods shareholders and customary regulatory approvals. The transaction is expected to close by the end of June 2004.

        In September 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. The foodservice distribution business is classified as discontinued operations in the consolidated financial statements and in the following management discussion and analysis.

        In November 2001, we completed the acquisition of the Pillsbury desserts and specialty products business, the Pillsbury non-custom foodservice baking mix and frosting business, and certain regional flour and side-dish brands of General Mills. The acquisition made International Multifoods a leading marketer of U.S. consumer baking products and enhanced our existing U.S. foodservice manufacturing business.

RESULTS OF OPERATIONS

Fiscal 2004 compared with Fiscal 2003

Continuing operations

Overview

        Consolidated net sales for fiscal 2004 declined 3% to $908 million. The decline was driven by lower sales volume in each of our business segments. Our sales volumes were negatively impacted by competitive pressures, the current popularity of low carbohydrate diets, our decision to exit a low margin foodservice account and a decline in our Canadian commercial bakery mix sales. The decline was partially offset by the impact on net sales of a stronger Canadian dollar on currency translation.

        Earnings from continuing operations in fiscal 2004 were $17.5 million, or 90 cents per diluted share, compared with $27.7 million, or $1.43 per diluted share last year. Earnings from continuing operations in both fiscal 2004 and 2003 were affected by losses from the early retirement of debt obligations. In addition, earnings in fiscal 2004 were affected by costs of reorganization, merger and exit activities. Costs associated with these activities have been classified as unusual items in the consolidated statement of operations and are described in our discussion of Segment Results and in Note 5 to the consolidated financial statements. The following table presents the after-tax impact of

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these costs on earnings from continuing operations and diluted earnings per share for fiscal 2004 and 2003.

		Earnings from Continuing Operations						Diluted Earnings per Share
		2004			2003			2004			2003
		(in millions, except per share data)
Before one-time and unusual items		$	25.4		$	30.7		$	1.30		$	1.58
	Loss on early repayment of debt		(2.7	)		(3.0	)		(0.14	)		(0.15	)
	Unusual items		(5.2	)		—			(0.26	)		—
Reported amounts		$	17.5		$	27.7		$	0.90		$	1.43

        Earnings from continuing operations in fiscal 2004 were also negatively impacted by a decline in pension income and the lower sales volumes. Pension income was affected by the significant decline in the equity markets for 2000 through 2002, a lower expected return on pension plan assets and a lower discount rate assumption for determining pension plan liabilities. See Note 16 to the consolidated financial statements for additional information on our pension plans.

Segment Results

U.S. Consumer Products

	2004			2003
	($ in millions)
Net sales	$	388.6		$	413.0
Operating earnings		53.1			56.4
Operating margin		13.7	%		13.7	%

        Net sales declined 6% to $388.6 million, as the result of an 8% decline in unit sales volumes. Our sales volumes were affected by competitive promotional activity, soft product category trends and the bankruptcy of Fleming Companies, Inc. Fleming, which was a large customer of our consumer food products, filed for bankruptcy protection on April 1, 2003. Product category trends have been negatively affected by the growing popularity of low carbohydrate diets, which we believe will continue to negatively impact consumer demand in the foreseeable future.

        Operating earnings declined 6% to $53.1 million as a result of the lower sales volume, a $1.7 million bad debt charge associated with the Fleming bankruptcy and higher commodity costs. We experienced unfavorable commodity cost comparisons in the first half of the fiscal year, which was primarily driven by higher wheat costs. The decline in operating earnings was partially offset by lower consumer and trade promotion expenses.

Foodservice Products

	2004			2003
	($ in millions)
Net sales	$	202.5		$	228.6
Operating earnings (loss)		(1.9	)		6.2
Operating margin		(1.0	)%		2.7	%
Unusual items included in operating results	$	(2.5	)	$	—

        Net sales declined 11% to $202.5 million due to lower unit volumes in our bakery mix and ready-to-bake product lines. Overall sales volumes in fiscal 2004 declined 16%. Sales of bakery mix products have been impacted by ongoing softness in the foodservice industry and competitive pressures.

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The sales decline was also the result of lower unit sales volume in our ready-to-bake product line, which was primarily the result of exiting a large low margin customer account.

        Higher raw material costs and the lower sales volumes adversely affected operating results in fiscal 2004. Raw material costs increased primarily as a result of sharply higher egg costs. We believe that high egg costs as well as unfavorable sales volumes will continue to negatively impact operating results of the business segment in fiscal 2005. The earnings decline was partially offset by reduced selling and administrative costs.

        In addition to the factors described in the preceding paragraph, operating results in the current year were impacted by a $1 million pre-tax charge for severance costs associated with reducing the number of production employees at our plant in Sedalia, Missouri and closing two small facilities in the eastern United States. Operating results in the current period were also affected by a $1.3 million pre-tax charge for severance costs associated with closing a plant in Simcoe, Ontario, Canada. In addition, we sold production equipment and other assets at the plant for a pre-tax gain of $0.4 million. The plant closure and asset sale resulted from our decision to exit the frozen pie product line, which had annual sales of approximately $10 million but did not generate operating earnings. We also recognized severance costs of $0.6 million for the departure of two executives of the Foodservice Products business. The costs associated with these actions and gain on sale of production equipment have been classified as unusual items in the consolidated statement of operations.

Canadian Foods

	2004			2003
	($ in millions)
Net sales	$	316.9		$	297.7
Operating earnings		15.4			22.1
Operating margin		4.9	%		7.4	%
Unusual items included in operating earnings	$	(2.8	)	$	—

        Net sales increased 6% to $316.9 million, primarily driven by the impact of a stronger Canadian dollar on currency translation. Excluding the effects of currency translation, net sales declined approximately 4%, due primarily to lower volumes in commercial and consumer baking mixes. We experienced a significant decline in commercial bakery mix volume as a result of a large customer transitioning to a frozen product format. The decline in consumer mixes was attributable to our decision to discontinue the sale of Duncan Hines products in Canada, which we manufactured and marketed under an agreement with Aurora Foods Inc. The agreement expired in June 2003.

        Operating earnings declined 30% to $15.4 million. The earnings decline was primarily driven by the sales volume decline and unfavorable gross margin impact on our U.S. dollar-denominated sales as a result of a stronger Canadian dollar. If the Canadian dollar continues to stay strong relative to the U.S. dollar, our gross margin on U.S. dollar-denominated sales will continue to be adversely impacted. Operating earnings were also adversely affected by a $2.8 million pre-tax charge for severance costs associated with reorganizing the Canadian Foods business.

Corporate

        In fiscal 2004, we recorded $2.3 million for professional fees we incurred to conduct an enterprise-wide assessment of our organizational structure and for legal fees associated with the sale agreement we entered into with The J.M. Smucker Company. We also recorded a charge of $0.8 million for severance costs associated with the departure of the President of the Company.

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Non-operating Expense and Income

        In fiscal 2004, net interest expense was $22.4 million, compared with $24.6 million in fiscal 2003. The decrease was primarily due to lower average borrowing rates on our variable rate debt obligations.

        During fiscal 2004, we recognized a non-cash write off of unamortized financing costs of $4.4 million as a result of replacing our senior secured credit facility. We also recorded in fiscal 2004 a $1.4 million foreign exchange gain on U.S. dollar-denominated debt that was held by our Canadian business. The gain resulted from a stronger Canadian dollar, which had the effect of reducing the amount of Canadian dollars our Canadian business needed to repay the U.S. dollar debt obligation.

Income Taxes

        Our consolidated effective income tax rate was 29.3% in fiscal 2004, compared with 37% last year. The decline is primarily the result of the implementation of tax planning initiatives in Canada and favorable resolution of state tax audits.

Fiscal 2003 compared with Fiscal 2002

Continuing operations

Overview

        Consolidated net sales for fiscal 2003 increased $341.4 million, or 57%. This increase was primarily driven by the full year contribution from the acquired Pillsbury and General Mills businesses. Excluding sales from the acquired businesses, net sales increased 4% in fiscal 2003.

        Earnings from continuing operations in fiscal 2003 were $27.7 million, or $1.43 per diluted share, compared with $5 million, or 26 cents per diluted share in fiscal 2002. Earnings from continuing operations in both fiscal 2003 and 2002 were affected by losses on the early repayment of debt obligations. Fiscal 2002 earnings also included costs for certain reorganization activities, which are classified as unusual items on our consolidated statement of operations, and a $10.3 million write-off of fees related to the planned issuance of $200 million of high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations. The following table presents the after-tax impact of these costs on earnings from continuing operations and diluted earnings per share for fiscal 2003 and 2002.

		Earnings from Continuing Operations						Diluted Earnings per Share
		2003			2002			2003			2002
		(in millions, except per share data)
Before one-time and unusual items		$	30.7		$	11.4		$	1.58		$	0.60
	Loss on early repayment of debt		(3.0	)		(0.5	)		(0.15	)		(0.02	)
	Loss on cancellation of debt offering		—			(6.4	)		—			(0.34	)
	Unusual items		—			0.5			—			0.02
Reported amounts		$	27.7		$	5.0		$	1.43		$	0.26

        The significant increase in earnings from continuing operations was driven by the earnings contribution from the acquired businesses. The earnings increase was partially offset by higher interest expense, which reflects the additional debt we incurred for the acquisition.

        Earnings from continuing operations in both fiscal 2003 and 2002 included income from our defined benefit pension plans. Strong investment performance in the 1990s significantly increased our

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pension assets, which resulted in recognition of pension income. See Note 16 to the consolidated financial statements for additional information on our pension plans.

Segment Results

U.S. Consumer Products

	2003			2002
	($ in millions)
Net sales	$	413.0		$	109.7
Operating earnings		56.4			12.3
Operating margin		13.7	%		11.2	%

        This business segment was formed in fiscal 2002 as a result of our acquisition of certain retail brands of The Pillsbury Company and General Mills. The operating results of the acquired brands are included in our results since Nov. 13, 2001 (the date of acquisition).

        Net sales were $413 million, compared with $109.7 million in fiscal 2002. On a comparable pro forma basis, assuming we owned the retail brands for all of fiscal 2002, unit volume increased about 3%. The increase in comparable unit volume is the result of success in non-traditional channels, such as mass merchandisers, dollar stores and limited assortment formats, new product introductions, and new marketing and merchandising programs.

        Fiscal 2003 operating earnings of $56.4 million benefited from higher sales volume that was driven by new product introductions and merchandising programs, but were adversely affected by significant competitive activity and higher commodity costs.

Foodservice Products

	2003			2002
	($ in millions)
Net sales	$	228.6		$	215.8
Operating earnings		6.2			4.1
Operating margin		2.7	%		1.9	%
Unusual items included in operating earnings	$	—		$	(0.9	)

        Net sales increased 6% to $228.6 million as a result of the full-year contribution of the acquired Pillsbury foodservice business. Excluding the acquired business, sales declined approximately 4%. The decline was primarily the result of lower baking mix volumes and continued softness in the foodservice industry.

        Operating earnings increased 51% to $6.2 million, due to the earnings contribution from the acquired Pillsbury business. The increase in operating earnings was partially offset by the impact of lower baking mix sales volumes, higher commodity costs and a loss we incurred when a supplier filed for bankruptcy. In addition, operating earnings comparisons were impacted by a $0.9 million unusual charge recorded in fiscal 2002 that was associated with the reorganization of our sales force and efforts to reduce manufacturing overhead expense. The unusual charge was primarily for severance costs associated with the departure of 23 employees.

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Canadian Foods

	2003			2002
	($ in millions)
Net sales	$	297.7		$	272.4
Operating earnings		22.1			24.4
Operating margin		7.4	%		9.0	%
Unusual items included in operating earnings	$	—		$	1.5

        Net sales increased 9% to $297.7 million, primarily due to higher selling prices that resulted from higher commodity costs. Unit sales volumes increased approximately 1%, as a result of growth in commercial flour, consumer condiments and export products, partially offset by unit volume declines in commercial baking mixes and consumer flour. A new product offering introduced in fiscal 2002 drove the increase in consumer condiments unit volume. The decline in commercial baking mix sales was primarily the result of a large customer transitioning to a frozen product format. Consumer flour volumes were affected by competitive activities.

        Operating earnings comparisons were impacted by a $1.5 million unusual gain recorded in fiscal 2002 that resulted from the sale of our condiments-processing facility in Scarborough, Ontario. The sale was part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. Excluding the unusual net gain, operating earnings declined by $0.8 million as a result of lower consumer flour volumes and higher plant costs. In addition, operating earnings in both fiscal years were affected by costs and inefficiencies that resulted from our condiments facility consolidation project.

Non-Operating Expense and Income

        In fiscal 2003, net interest expense was $24.6 million, compared with $11.6 million in fiscal 2002. The increase was primarily due to the debt we incurred in November 2001 to finance the acquisition of the Pillsbury and General Mills businesses. The increase was partially offset by lower average borrowing rates on our variable rate debt obligations.

        In fiscal 2002, we wrote off $10.3 million of underwriting and other direct costs associated with the planned issuance of $200 million in high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations.

        In fiscal 2003, we recorded a $4.7 million charge associated with the early repayment of term loans, which is classified as other income (expense), net in the consolidated statement of operations.

        Other income (expense), net in fiscal 2002 included a $0.9 million gain from the sale of Prudential Financial, Inc. (Prudential) common stock. We received the common stock as part of Prudential's conversion from a mutual company to a stock company. In addition, we also recorded a charge of $0.7 million for direct costs incurred for the early redemption of outstanding medium-term notes and the write-off of unamortized bank fees that resulted from the refinancing of our debt facilities.

Income Taxes

        For fiscal 2003, our overall effective tax rate was 37%, compared with 33.2% in fiscal 2002. The effective tax rate in fiscal 2002 was impacted by a low income tax rate on the gain from the sale of our condiments facility in Canada.

Discontinued operations

        On Sept. 9, 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. We recorded a net after-tax loss of $25.9 million on the disposition.

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        Our discontinued foodservice distribution business had a pre-tax operating loss of $8.8 million ($6.5 million after tax) in fiscal 2003. Operating results included a $5.2 million pre-tax loss from the curtailment and settlement of pension obligations, resulting from the sale of the business. In addition, we recorded a $3.7 million pre-tax charge primarily for severance costs.

        As a result of our adoption of Statement of Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," we recorded a cumulative effect of a change in accounting principle of $41.3 million to write off the goodwill associated with the foodservice distribution business. See additional discussion in Note 8 to the consolidated financial statements.

FINANCIAL CONDITION

        Our major sources of liquidity are cash flows from operations and borrowings from our $175 million revolving credit facility. As of Feb. 28, 2004, $69.2 million of borrowings were outstanding under the revolving credit facility. In addition, $8.1 million of the facility was unavailable due to outstanding letters of credit. While our debt covenants limit new borrowings based on maintenance of specified ratios and asset levels, we were permitted under the covenants to borrow up to an additional $49 million as of Feb. 28, 2004.

        We believe that cash flows from operations and borrowings from our existing revolving credit facility will be sufficient to meet our operating requirements and debt service obligations in fiscal 2005. However, our future financial performance could be impacted by a change in general economic or competitive conditions or other unforeseen events that are beyond our control. If our earnings were adversely affected by such factors or events, we could violate our debt covenants. In the event that such noncompliance appears likely, or occurs, we would seek the lenders' approvals of amendments to, or waivers of, such financial covenants.

        Our debt-to-total-capitalization ratio declined to 56% at Feb. 28, 2004, compared with 59% at March 1, 2003.

Capital Resources

        In August 2003, we entered into a new five-year, $250 million senior secured credit agreement with a syndicate of banks in order to refinance our previous credit facility under more favorable terms. The new senior secured credit agreement is comprised of a $175 million revolving credit facility and $75 million of amortizing term loans. The interest rates on borrowings under the new credit agreement are variable and based on current market interest rates plus a spread based on our leverage. The current spread on LIBOR based loans is 2.25%. The credit agreement also contains covenants that require the maintenance of leverage and fixed charge coverage ratios and limit revolver borrowings based on our asset levels. Borrowings under the agreement may be used for general corporate purposes. The agreement is secured by our assets.

        We have $200 million of senior unsecured notes that mature on Nov. 13, 2009, and have an interest rate of 6.602%, payable annually. In anticipation of the issuance, we entered into an interest rate swap agreement that, when terminated, had the effect of adjusting the effective interest rate of the notes to 5.97%. The senior unsecured notes have been guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.

        In September 2003, we entered into three interest rate swap agreements for an aggregate notional amount of $75 million that expire on Nov. 13, 2009. Under the terms of the swap agreements, we will receive a fixed interest rate of 6.602% and pay a floating interest rate based on three-month LIBOR plus a predetermined spread that will average 2.465%. We accounted for these swap agreements as fair value hedges on $75 million of our senior unsecured notes. In February 2004, we elected to terminate these swap agreements and received cash of $1.4 million. The adjustment to the notes for the change in

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fair value hedged by the swaps remains classified as debt and will be amortized over the remaining term of the notes. Subsequently in February 2004, new interest rate swap agreements were entered into that effectively re-established the $75 million interest rate swap position. These new swap agreements are also accounted for as fair value hedges.

        In November 2003, Standard & Poor's Ratings Services lowered our corporate credit rating to BB- from BB and placed our rating on CreditWatch with negative implications. In March 2004, Standard & Poor's announced that its CreditWatch listing on Multifoods had been revised to positive from negative as a result of the announced sale transaction to J.M. Smucker Company. Also in March 2004, Moody's Investors Service changed its rating outlook for Multifoods to developing from negative. Changes in our credit rating do not impact our access to, or cost of, our existing credit facilities. Accordingly, we do not expect the credit rating downgrade to impact our results of operations or liquidity.

Cash Flows

        Cash provided by continuing operations was $42.6 million in fiscal 2004, compared with $44.1 million in fiscal 2003. Operating cash flows in fiscal 2004 were adversely impacted by the completion of transition services for our U.S. Consumer Products business, which had been provided by General Mills since the November 2001 acquisition of the business. Under a transition services agreement, General Mills handled invoicing and collections and paid certain accounts payable for the business, which resulted in the related trade receivables and payables being carried by General Mills last year. During the first quarter of fiscal 2004, we assumed direct responsibility for all billing, collection and payment activities of the business. As a result, we now carry on our balance sheet the accounts receivable and payable of the acquired business. Operating cash flows were also impacted by a decline in trade promotion liabilities, which are included in other current liabilities on the consolidated balance sheet. The decline in trade promotion liabilities was the result of lower promotional expenses and timing of payments to customers for trade programs.

        Investing activities in fiscal 2004 primarily consisted of capital expenditures of $35.5 million. Capital expenditures included $11.5 million for the Toledo, Ohio, plant that we acquired from General Mills, investment in equipment at the Toledo plant and an expansion project at our flour mill in Montreal, Quebec. Investing activities in fiscal 2003 primarily consisted of the proceeds from the disposition of the foodservice distribution business and capital expenditures of $33 million. Capital expenditures in fiscal 2003 included amounts for the development of a management information system for our U.S. Consumer Products business and investment in production equipment.

        For fiscal 2005, we expect to spend up to $30 million on capital projects. Our estimate includes additional investment in production equipment at our Toledo, Ohio plant and continued enhancements to our information systems.

        The following is a summary of our contractual obligations as of Feb. 28, 2004:

	Total		Less Than 1 Year		1 - 3 Years		4 - 5 Years		After 5 Years
	(in millions)
Revolving credit facility	$	69.2	$	69.2	$	—	$	—	$	—
Long-term debt		273.1		11.5		31.1		29.8		200.7
Purchase commitments		41.6		41.6		—		—		—
Operating leases		10.5		2.9		3.2		1.2		3.2
Total contractual obligations	$	394.4	$	125.2	$	34.3	$	31.0	$	203.9

        For accounting disclosure of our pension and post-retirement benefit obligations see Note 16 to the consolidated financial statements.

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        We continue to guarantee certain lease obligations of the foodservice distribution business that we sold in September 2002. As of Feb. 28, 2004, the contingent liability under the guarantees was $33.9 million. We have not made and do not expect to make any payments under these guarantees. See Note 14 to the consolidated financial statements for additional information on the guarantees.

CRITICAL ACCOUNTING POLICIES

        Our significant accounting policies are described in Note 1 to the consolidated financial statements. We determined our critical accounting policies by taking into consideration areas in financial statement preparation that involve the most significant or subjective assessments. Our most critical accounting policies relate to trade promotion expenses, goodwill and other intangible assets, pension plans and income taxes. Factors entering into our estimates included historical experience, current and expected economic conditions, and in certain cases, actuarial assumptions. Actual results may differ from these estimates under different assumptions or conditions.

Trade promotion

        We offer retailers trade incentives to purchase and promote our consumer products. Examples of trade promotion costs are in-store feature and display activities, temporary price discounts and new distribution (slotting) of our products. We expense the cost of these incentives during the period in which the promotion occurs based on estimated performance, except for slotting fees, which are amortized over the expected period of benefit not to exceed 12 months. Actual payments may differ from estimates and are resolved in subsequent months.

Goodwill and other intangible assets

        Goodwill represents the excess of costs of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Identifiable intangible assets represent costs allocated to noncompete agreements, trademarks and other specifically identifiable assets arising from business acquisitions. Effective in the first quarter of fiscal 2003, we completed the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." We were, however, required to adopt certain provisions of SFAS No. 142 in fiscal 2002 with respect to intangible assets we acquired as part of our acquisition of the Pillsbury and General Mills businesses. Under SFAS No. 142, goodwill and identifiable intangible assets that have indefinite lives are not amortized but are tested annually for impairment or more frequently if impairment indicators exist. Identifiable intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over various periods not exceeding 40 years.

        Significant management judgment and assumptions are required in the evaluation of intangible assets for impairment, including the estimated future cash flows to be generated by these assets. Cash flow estimates are based on historical data, anticipated market conditions and management plans. Changes in these estimates could have a material adverse effect on the assessment of our goodwill and other intangible assets, thereby requiring us to write down the assets.

Pension plans

        We have defined benefit pension plans that cover substantially all of our employees in the United States and Canada. Benefits under these plans are generally based on employees' years of service and average compensation or stated amounts for each year of service. We account for our defined benefit plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions," which requires that amounts recognized in financial statements be determined on an actuarial basis. The principal actuarial assumptions used to determine our pension costs are the discount rate and the expected return on plan

16

assets. Other actuarial assumptions that affect pension costs include compensation increase rates, mortality and withdrawal rates.

        The discount rate is used to determine the present value of future pension payments, which in turn affects the determination of pension expense. In accordance with SFAS No. 87, the discount rate reflects the current market rate for long-term, high-quality fixed income investments. While year-end pension liabilities are determined based on the year-end discount rate, pension expense is determined based on the discount rate effective at the beginning of the fiscal year. At the end of fiscal 2004 our discount rate was 5.75% for our plans in the United States, which was used to value pension liabilities at the end of fiscal 2004 and will be used to determine pension expense for fiscal 2005. Our discount rate at the end of fiscal 2003 was 6.25%. The decrease in the discount rate at the end of fiscal 2004 was the result of the general reduction in market interest rates during the year. A lower discount rate increases the present value of pension obligations and increases pension expense. For our principal pension plans, a 50 basis point decrease in our discount rate would have resulted in an increase in fiscal 2004 pension expense of approximately $0.7 million.

        A significant assumption in determining pension expense is the expected long-term rate of return on pension plan assets. To determine the expected long-term rate of return, we consider our current asset allocation, as well as historical and expected returns on plan assets. While actual asset returns by their inherent nature are subject to considerable year-to-year variability, the expected return is designed to be a long-term assumption and generally is not adjusted annually. To determine the expected asset return that is included in current year pension expense, the assumed rate of return on plan assets is multiplied by the beginning of the year value of plan assets, as adjusted for the weighted average expected contributions and benefit payments. The difference between expected returns and actual returns is deferred and amortized into pension expense over future years. For fiscal 2003 and 2002 pension expense, we had assumed a 10.25% long-term expected return on plan assets. Although our historical asset returns have generally exceeded our expected return assumption of 10.25%, we lowered our expected return rate to 9% for determination of fiscal 2004 pension expense. Our decision to lower the return rate was a result of equity market declines in recent years and current market expectations. The effect of lowering the expected return on plan assets by an additional 50 basis points would have resulted in an increase in fiscal 2004 pension expense of approximately $1.2 million.

        Unrecognized net actuarial losses for our defined benefit plans were $62.9 million at the end of fiscal year 2004. These losses primarily reflect the decline in the discount rate used to determine plan liabilities and differences between the expected and actual return on plan assets. SFAS No. 87 requires that unrecognized losses in excess of certain thresholds be amortized into pension expense over future years. Amortization of the total unrecognized actuarial loss at the end of fiscal 2004 will increase pension expense by approximately $1.7 million in fiscal 2005. The amount of unrecognized losses amortized into pension expense in years beyond fiscal 2005 is dependent on future changes in the discount rate and future returns on our pension plan assets.

Income taxes

        Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income, and we record a valuation allowance to reduce deferred tax assets to the amounts that we believe to be realizable. As a result of uncertainty over our ability to utilize certain state net operating loss and federal capital loss carryforwards, we had a valuation allowance of $10.5 million at the end of fiscal 2004. We believe that our remaining deferred tax assets, which totaled $78.5 million at the end of fiscal 2004 and include federal net operating loss carryforwards, will be realized as a result of our expectations of future taxable income. If we are unable to generate sufficient future taxable

17

income, we may be required to increase the amount of our valuation allowance, which would increase our effective income tax rate and decrease net earnings.

NEW ACCOUNTING PRONOUNCEMENTS

        For information regarding recent accounting pronouncements, see Note 1 to the consolidated financial statements.

MARKET RISK MANAGEMENT

        We are exposed to market risks resulting from changes in commodity prices, foreign currency exchange rates and interest rates. Changes in these factors could adversely affect our results of operations and financial position. To minimize these risks, we use derivative financial instruments, such as commodity futures contracts, currency forward contracts and interest rate swaps. We use such derivative financial instruments as risk management tools and not for speculative or trading purposes. See Notes 9 and 10 to the consolidated financial statements for further information regarding financial instruments.

        Commodity Risk Management: Our Canadian operations minimize the risk associated with wheat market price fluctuations by hedging wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we enter into futures contracts to reduce the risk of price fluctuations on anticipated flour and milk purchases. The U.S. dollar-denominated futures contracts are traded on U.S. regulated exchanges.

        The open futures contracts mature in the period from March 2004 to May 2005 and substantially coincide with the maturities of the open wheat purchase contracts, open flour sales contracts and the anticipated timing of flour and milk purchases.

        Foreign Currency Hedging: Our Canadian operations enter into foreign currency forward contracts to minimize our exposure to foreign currency fluctuations as a result of U.S. dollar-denominated sales and purchases. In addition, our Canadian operations also enter into foreign currency forward contracts that have the effect of converting the U.S. dollar-denominated grain futures contracts (see Commodity Risk Management) into Canadian dollar equivalents.

        Interest Rate Risk Management: Our exposure to changes in interest rates results from borrowing activities used to meet our working capital and other long-term financing needs. The interest rates on our term loans and revolving credit facility are variable and based on current market interest rates plus a spread based on our leverage. To reduce the impact of fluctuating interest rates, we enter into interest rate swap agreements in order to fix a portion of our variable rate borrowings. Under the swap agreements, we agree with a counterparty to exchange the difference between fixed rate and variable rate interest amounts calculated by reference to a notional amount.

        We use sensitivity analysis to determine the impact of market risk exposures on the fair values of our debt and financial instruments, including derivative financial instruments. Sensitivity analysis assesses the risk of loss in market risk sensitive instruments based on hypothetical changes in market prices or rates. The following tables provide information on the potential impact on fair value and pre-tax earnings assuming a 10% adverse change.

	Potential Effect on Fair Value
	2004		2003
	(in millions)
Futures contracts	$	0.2	$	1.3
Senior unsecured notes		4.7		5.8
Interest rate swaps		0.4		0.4

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	Potential Decrease in Pre-Tax Earnings
	2004		2003
	(in millions)
Currency forward contracts	$	0.4	$	2.2
Debt		0.5		0.2

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

        This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, approval of the merger transaction with The J.M. Smucker Company by Multifoods and Smucker shareholders and regulatory authorities; consummation of the proposed merger transaction; timing of the closing of the proposed merger transaction; the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials, utilities and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; the potential enforcement of our guaranties on lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports and other filings filed with the Securities and Exchange Commission.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

        The section entitled "Market Risk Management" under Part II, Item 7 hereof is incorporated herein by reference.

19

Item 8. Financial Statements and Supplementary Data.

Report of Independent Auditors

The Board of Directors and Shareholders of
International Multifoods Corporation:

        We have audited the accompanying consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 2004, and March 1, 2003, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended February 28, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Multifoods Corporation and subsidiaries as of February 28, 2004, and March 1, 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended February 28, 2004, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 1 to the consolidated financial statements, effective March 3, 2002, the Company adopted the remaining provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

/s/ KPMG LLP

KPMG LLP
Minneapolis, Minnesota
March 30, 2004

20

Report of Management

Management's Responsibility for Financial Statements

        Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include, where required, amounts based on our best estimates and judgments. We continue to be responsible for the integrity and objectivity of data in these consolidated financial statements, which we seek to ensure through an extensive system of internal controls. Such controls are designed to provide reasonable, but not absolute, assurance that assets are safeguarded from unauthorized use or disposition and that financial records are sufficiently reliable to permit the preparation of consolidated financial statements. We recognize that estimates and judgments are required to assess and balance the relative cost and expected benefits of any system of internal controls.

        The system of internal accounting controls is designed to provide reasonable assurance that the books and records reflect our transactions and that our established policies and procedures are carefully followed. The system includes written policies and procedures, a financial reporting system, an internal audit department and careful selection and training of qualified personnel.

/s/ Gary E. Costley	/s/ John E. Byom
Gary E. Costley Chairman, President and Chief Executive Officer	John E. Byom Senior Vice President, Finance, and Chief Financial Officer

21

INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Operations

			Fiscal Year Ended
			Feb. 28, 2004			March 1, 2003			March 2, 2002
			(in thousands, except per share data)
Net sales			$	908,015		$	939,275		$	597,871
Cost of goods sold				(739,520	)		(755,310	)		(496,997	)
Gross profit				168,495			183,965			100,874
Selling, general and administrative				(109,819	)		(110,753	)		(71,546	)
Unusual items				(8,429	)		—			313
Operating earnings				50,247			73,212			29,641
Interest, net				(22,417	)		(24,564	)		(11,635	)
Loss on cancellation of debt offering				—			—			(10,304	)
Other income (expense), net				(3,032	)		(4,671	)		(189	)
Earnings from continuing operations before income taxes				24,798			43,977			7,513
Income taxes				(7,273	)		(16,278	)		(2,494	)
	Earnings from continuing operations			17,525			27,699			5,019
Discontinued operations:
	Operating earnings (loss), after tax			—			(6,464	)		4,172
	Cumulative effect of change in accounting principle, net of tax of $23,781			—			(41,342	)		—
	Net loss on disposition, net of tax of $14,362			—			(25,922	)		—
Earnings (loss) from discontinued operations				—			(73,728	)		4,172
Net earnings (loss)			$	17,525		$	(46,029	)	$	9,191
Basic earnings (loss) per share:
	Continuing operations		$	0.91		$	1.45		$	0.27
	Discontinued operations			—			(3.86	)		0.22
		Total	$	0.91		$	(2.41	)	$	0.49
Diluted earnings (loss) per share:
	Continuing operations		$	0.90		$	1.43		$	0.26
	Discontinued operations			—			(3.80	)		0.22
		Total	$	0.90		$	(2.37	)	$	0.48
Average shares of common stock outstanding:
	Basic			19,270			19,107			18,851
	Diluted			19,527			19,415			19,096

See accompanying notes to consolidated financial statements.

22

INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets

			Feb. 28, 2004			March 1, 2003
			(in thousands)
Assets
Current assets:
	Cash and cash equivalents		$	2,866		$	1,203
	Trade accounts receivable, net of allowance			73,020			43,909
	Inventories			116,426			124,659
	Deferred income taxes			4,283			6,247
	Other current assets			24,909			39,995
		Total current assets		221,504			216,013
Property, plant and equipment, net				247,915			235,118
Goodwill, net				64,122			63,358
Other intangible assets, net				135,044			135,986
Other assets				115,697			115,789
Total assets			$	784,282		$	766,264
Liabilities and shareholders' equity
Current liabilities:
	Notes payable		$	69,172		$	15,110
	Current portion of long-term debt			11,507			1,313
	Accounts payable			74,609			70,097
	Other current liabilities			38,596			60,499
		Total current liabilities		193,884			147,019
Long-term debt				261,560			328,030
Deferred income taxes				26,883			22,571
Employee benefits and other liabilities				33,964			32,675
		Total liabilities		516,291			530,295
Shareholders' equity:
	Preferred capital stock			—			—
	Common stock, authorized 50,000 shares; issued 21,844 shares			2,184			2,184
	Capital in excess of par value			94,477			93,856
	Retained earnings			228,891			211,366
	Accumulated other comprehensive loss			(331	)		(10,181	)
	Treasury stock, 2,503 and 2,664 shares, at cost			(55,138	)		(58,676	)
	Unearned compensation			(2,092	)		(2,580	)
		Total shareholders' equity		267,991			235,969
Commitments and contingencies
Total liabilities and shareholders' equity			$	784,282		$	766,264

See accompanying notes to consolidated financial statements.

23

INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows

				Fiscal Year Ended
				Feb. 28, 2004			March 1, 2003			March 2, 2002
				(in thousands)
Cash flows from operations:
	Earnings from continuing operations			$	17,525		$	27,699		$	5,019
	Adjustments to reconcile earnings from continuing operations to cash provided by continuing operations:
		Depreciation and amortization			21,963			14,592			13,266
		Unusual items			—			—			(657	)
		Deferred income tax expense (benefit)			6,307			14,490			(5,989	)
		Increase in prepaid pension assets			(3,113	)		(13,455	)		(13,725	)
		Provision for losses on receivables			1,966			1,058			863
		Deferred gain on terminated interest rate swap			1,438			—			9,686
		Payments received from escrow fund			—			8,986			1,014
		Changes in working capital*			(3,090	)		(12,748	)		(13,016	)
		Other, net			(401	)		3,507			7,047
		Cash provided by continuing operations			42,595			44,129			3,508
		Cash used for discontinued operations			—			(5,973	)		(11,205	)
			Cash provided by (used for) operations		42,595			38,156			(7,697	)
Cash flows from investing activities:
	Capital expenditures				(35,516	)		(32,995	)		(23,757	)
	Acquisition of business				—			—			(310,274	)
	Proceeds from disposition of business				—			165,774			—
	Payments received on note receivable				—			—			17,512
	Proceeds from property disposals				2,870			117			4,310
	Discontinued operations				—			(1,577	)		(5,481	)
			Cash provided by (used for) investing activities		(32,646	)		131,319			(317,690	)
Cash flows from financing activities:
	Net increase (decrease) in notes payable				51,227			14,642			(39,068	)
	Additions to long-term debt				75,000			—			550,192
	Reductions in long-term debt				(134,145	)		(210,623	)		(156,894	)
	Proceeds from issuance of common stock				1,538			1,430			1,714
	Purchase of treasury stock				(112	)		(107	)		(5	)
	Capitalized debt issuance costs				(1,707	)		—			(14,264	)
	Other, net				(109	)		(254	)		(3	)
			Cash provided by (used for) financing activities		(8,308	)		(194,912	)		341,672
Decrease in cash from discontinued operations					—			14			1
Effect of exchange rate changes on cash and cash equivalents					22			167			(59	)
Net increase (decrease) in cash and cash equivalents					1,663			(25,256	)		16,227
Cash and cash equivalents at beginning of year					1,203			26,459			10,232
Cash and cash equivalents at end of year				$	2,866		$	1,203		$	26,459
*Cash flows from changes in working capital:
	Trade accounts receivable			$	(27,434	)	$	3,157		$	(26,281	)
	Inventories				15,315			(16,385	)		1,190
	Other current assets				17,212			(10,041	)		(8,426	)
	Accounts payable				14,744			1,698			4,649
	Other current liabilities				(22,927	)		8,823			15,852
		Net change		$	(3,090	)	$	(12,748	)	$	(13,016	)

See accompanying notes to consolidated financial statements.

24

INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Shareholders' Equity

	10 cents par value
											Accumulated Other Comprehensive Loss
	Common Stock		Treasury Stock			Capital in Excess of Par Value		Retained Earnings						Unearned Compensation			Total
	(in thousands)
Balance at March 3, 2001	$	2,184	$	(68,239	)	$	91,643	$	248,204		$	(17,670	)	$	(140	)	$	255,982
Comprehensive income(a)		—		—			—		9,191			2,830			—			12,021
248 shares issued for employee benefit plans		—		5,468			829		—			—			(2,945	)		3,352
Amortization of unearned compensation		—		—			—		—			—			715			715
Balance at March 2, 2002		2,184		(62,771	)		92,472		257,395			(14,840	)		(2,370	)		272,070
Comprehensive loss(a)		—		—			—		(46,029	)		4,659			—			(41,370	)
5 shares purchased for treasury		—		(107	)		—		—			—			—			(107	)
191 shares issued for employee benefit plans		—		4,202			1,384		—			—			(1,748	)		3,838
Amortization of unearned compensation		—		—			—		—			—			1,538			1,538
Balance at March 1, 2003		2,184		(58,676	)		93,856		211,366			(10,181	)		(2,580	)		235,969
Comprehensive income(a)		—		—			—		17,525			9,850			—			27,375
5 shares purchased for treasury		—		(112	)		—		—			—			—			(112	)
166 shares issued for employee benefit plans		—		3,650			621		—			—			(1,363	)		2,908
Amortization of unearned compensation		—		—			—		—			—			1,851			1,851
Balance at Feb 28, 2004	$	2,184	$	(55,138	)	$	94,477	$	228,891		$	(331	)	$	(2,092	)	$	267,991

(a)

Reconciliations of net earnings (loss) to comprehensive income (loss) are as follows:

			2004			2003			2002
			(in thousands)
Net earnings (loss)			$	17,525		$	(46,029	)	$	9,191
Other comprehensive income (loss):
	Foreign currency translation adjustments			10,384			7,025			(2,868	)
	Net unrealized gain (loss) on cash flow hedges (net of tax of $33, $1,136 and $(3,660), respectively)			(21	)		(2,095	)		6,987
	Reclassification adjustment for cash flow hedges recognized in earnings (net of tax of $19, $(143) and $612, respectively)			(30	)		241			(1,014	)
	Minimum pension liability adjustment (net of tax of $363, $220 and $179, respectively)			(483	)		(512	)		(275	)
		Other comprehensive income		9,850			4,659			2,830
Comprehensive income (loss)			$	27,375		$	(41,370	)	$	12,021

See accompanying notes to consolidated financial statements.

25

Notes to Consolidated Financial Statements

Note 1:    Summary of Significant Accounting Policies

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to consolidated financial statements. Actual results could differ from these estimates.

Basis of Statement Presentation

        The accompanying consolidated financial statements include the accounts of International Multifoods Corporation and all of its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

        We record sales upon delivery of our products, net of returns and other allowances.

Trade Promotion

        We offer retailers trade incentives to purchase and promote our consumer products. Examples of trade promotion costs are in-store feature and display activities, temporary price discounts and new distribution (slotting) of our products. We expense the cost of these incentives during the period in which the promotion occurs based on estimated performance, except for slotting fees, which are amortized over the expected period of benefit not to exceed 12 months.

Foreign Currency Translation and Transactions

        The functional currency of our Canadian operations is the Canadian dollar. Assets and liabilities are translated at current exchange rates, and results of operations are translated using the weighted average exchange rate in effect during the fiscal year. The gains or losses resulting from translation are included as a separate component of shareholders' equity.

Stock-Based Compensation

        We have elected to use the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for employee stock options. Under the intrinsic value method, compensation expense is recorded only to the extent that the market price of the common stock exceeds the exercise price of the stock option on the date of grant.

26

        The following table provides pro forma information on the impact on earnings from continuing operations if stock options were expensed under a fair value-based method.

		2004			2003			2002
		(in thousands, except per share amounts)
Net earnings (loss) as reported		$	17,525		$	(46,029	)	$	9,191
Deduct: Total stock-based employee compensation expense determined under fair value based method, net of tax			(1,832	)		(2,138	)		(1,173	)
Pro forma net earnings (loss)		$	15,693		$	(48,167	)	$	8,018
Basic earnings (loss) per share:
	As reported	$	0.91		$	(2.41	)	$	0.49
	Pro forma		0.81			(2.52	)		0.43
Diluted earnings (loss) per share:
	As reported	$	0.90		$	(2.37	)	$	0.48
	Pro forma		0.80			(2.48	)		0.42

        For purposes of this pro forma presentation, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Assumptions	2004			2003			2002
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		33.4	%		33.5	%		32.1	%
Risk-free interest rates		3.4	%		4.8	%		5.0	%
Expected life (in years)		7.0			7.2			7.7
Weighted-average fair value of options at grant date	$	9.87		$	12.47		$	10.23

Income Taxes

        Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities.

Earnings Per Share

        Basic earnings per share are computed by dividing net earnings or loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.

27

        The computations for basic and diluted earnings per share from continuing operations are as follows:

			2004		2003		2002
			(in thousands, except per share data)
Earnings from continuing operations			$	17,525	$	27,699	$	5,019
Average shares of common stock outstanding:
	Basic			19,270		19,107		18,851
	Effect of stock options			257		308		245
		Diluted		19,527		19,415		19,096
Earnings per share from continuing operations:
	Basic		$	0.91	$	1.45	$	0.27
	Diluted			0.90		1.43		0.26

Cash and Cash Equivalents

        Included in cash and cash equivalents are cash on hand, time deposits and highly liquid short-term investments purchased with original maturities of three months or less.

Trade Accounts Receivable

        Accounts receivable consist of amounts owed us in the ordinary course of business and are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the aging of receivables and review of specific accounts.

Inventories

        Inventories, excluding grain in Canada, are valued principally at the lower of cost (first-in, first-out) or market (replacement or net realizable value).

        In Canada, grain inventories are valued on the basis of replacement market prices prevailing at fiscal year end. We generally minimize risks associated with market price fluctuations by hedging those inventories with futures contracts. Therefore, included in inventories is the amount of gain or loss on open grain contracts, including futures contracts, which generally has the effect of adjusting those inventories to cost.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost, and depreciation is computed using the straight-line method for determining financial statement income. Buildings and improvements are generally depreciated over 15 to 40 years. Machinery and equipment used in the production process are typically depreciated over 10 to 15 years. Computer equipment, including software and hardware, are depreciated over three to seven years. The useful lives of leasehold improvements are the shorter of the useful life of the asset or the lease term. When permitted, accelerated depreciation methods are used to calculate depreciation for income tax purposes.

Goodwill and Other Intangible Assets

        Goodwill represents the excess of costs of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Identifiable intangible assets represent costs allocated to noncompete agreements, trademarks and other specifically identifiable assets arising from business acquisitions. Effective in the first quarter of fiscal 2003, we completed the adoption of Statement of

28

Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." We were, however, required to adopt certain provisions of SFAS No. 142 in fiscal 2002 with respect to intangible assets we acquired as part of our acquisition of the Pillsbury and General Mills businesses. Under SFAS No. 142, goodwill and identifiable intangible assets that have indefinite lives are not amortized but are tested annually for impairment or more frequently if impairment indicators exist. Identifiable intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over various periods not exceeding 40 years. See Note 8 to the consolidated financial statements for additional information on the adoption of SFAS No. 142.

Recoverability of Long-Lived Assets

        We assess the recoverability of long-lived assets (other than goodwill and intangible assets with indefinite lives) whenever events or changes in circumstances indicate that expected future undiscounted cash flows may not be sufficient to support the carrying amount of an asset. We deem an asset to be impaired if a forecast of undiscounted future operating cash flows is less than its carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value.

Pension Plans

        Our defined benefit pension plans cover substantially all employees in the United States and Canada. In determining the liabilities, cash contributions and expenses related to the plans, various actuarial assumptions are used. These include assumptions on the discount or interest rates, compensation increase rates, expected rate of return on plan assets, mortality and withdrawal rates.

Derivative and Hedging Activities

        We account for derivative and hedging activities in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which requires that companies record derivative instruments on the consolidated balance sheet at their fair value. Changes in fair value are recorded each period in earnings or other comprehensive income (OCI), depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in OCI are reclassified as earnings in the period in which earnings are affected by the hedged item. See Note 9 to the consolidated financial statements for additional information.

New Accounting Pronouncements

        In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act expanded Medicare to include coverage for prescription drugs. Currently, detailed regulations from governmental agencies necessary to implement the Act have not been issued. In addition, the FASB has not yet issued guidance on accounting for subsidies that are provided by the Act. As a result, in January 2004 the FASB issued FASB Staff Position 106-1, which permits a plan sponsor to make a one-time election to defer accounting for the effects of the Act. Accordingly, we elected to defer accounting recognition of this legislation until the FASB issues final guidance. However, when final accounting guidance is issued, we could be required to change previously reported information. Based on current plan design and preliminary analysis, we believe there will be a modest decline in our annual postretirement health care expense.

        In December 2003, the FASB issued a revision of SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The statement revises the disclosures about pension and other postretirement benefit plans. It requires additional disclosure regarding changes in benefit

29

obligations and fair value of plan assets. The statement is effective for our fiscal 2004 year-end financial statements and the new disclosures have been included in Note 16.

Note 2:    Business Acquired

        On Nov. 13, 2001, we acquired the Pillsbury desserts and specialty products business, the Pillsbury non-custom foodservice baking mix and frosting products business, and certain regional flour and side-dish brands of General Mills (the acquisition). The cash purchase price for the acquisition paid at closing was $304.5 million. The transaction was accounted for under the purchase method in accordance with SFAS No. 141, "Business Combinations."

        As part of the $304.5 million purchase price, General Mills agreed to install processing and packaging equipment at a plant in Toledo, Ohio, in order for the plant to be able to produce certain Pillsbury products. We agreed to purchase the Toledo plant, as part of the acquisition, for an additional $11.5 million. We completed the purchase on Jan. 27, 2003, and pursuant to our agreement with General Mills, we made payments of $11.5 million during fiscal 2004.

Note 3:    Discontinued Operations

        On July 29, 2002, we entered into an agreement to sell our foodservice distribution business to Wellspring Distribution Corp. In accordance with SFAS No. 144, we have reported the results of operations of the distribution business as discontinued operations. On Sept. 9, 2002, we completed the sale of our foodservice distribution business for $166 million in cash. We recorded a net after-tax loss on the disposition of $25.9 million. We used the proceeds from the sale along with available cash balances to repay debt obligations.

        We continue to guarantee certain real estate and tractor/trailer lease obligations of the foodservice distribution business. See Note 14 to the consolidated financial statements for further information.

        The following were the operating results of the discontinued operations through the date of sale:

	2003			2002
	(in thousands)
Net sales	$	1,149,128		$	2,238,632
Earnings (loss) before tax		(8,828	)		7,079
Earnings (loss) after tax		(6,464	)		4,172

        We allocated interest expense to discontinued operations based on net assets that were specifically identifiable to the operation. The operating results of the business in fiscal 2003 included a $5.2 million pre-tax loss from the curtailment and settlement of pension obligations, resulting from the sale of the business. In addition, we recorded a $3.7 million pre-tax charge in fiscal 2003 primarily for severance costs.

        We also recorded an after-tax loss of $41.3 million for the cumulative effect of change in accounting principle due to goodwill impairment. The charge was recognized in the first quarter of fiscal 2003. See Note 8 to the consolidated financial statements for further information.

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Note 4:    Interest, Net

        Interest, net, consisted of the following:

	2004			2003			2002
	(in thousands)
Interest expense	$	22,846		$	30,713		$	22,980
Capitalized interest		(306	)		(625	)		(385	)
Non-operating interest income		(123	)		(350	)		(1,210	)
		22,417			29,738			21,385
Interest expense allocated to discontinued operations		—			(5,174	)		(9,750	)
Interest, net	$	22,417		$	24,564		$	11,635

        Cash payments for interest, net of amounts capitalized, totaled $21.6 million in fiscal 2004, $24.6 million in fiscal 2003 and $22.5 million in fiscal 2002.

Note 5:    Unusual Items

Fiscal 2004

        We recognized a pre-tax unusual expense of $8.4 million as follows:

	Gain on Sale of Assets		Employee Termination and Other Exit Costs			Consulting and Legal Fees			Total
	(in millions)
Exit frozen pie product line	$	0.4	$	(1.3	)	$	—		$	(0.9	)
Departure of corporate officer		—		(0.8	)		—			(0.8	)
Organizational assessment and merger costs		—		—			(2.3	)		(2.3	)
Canadian Foods reorganization		—		(2.8	)		—			(2.8	)
Foodservice Products work-force reduction		—		(1.6	)		—			(1.6	)
Total unusual expense	$	0.4	$	(6.5	)	$	(2.3	)	$	(8.4	)

        During fiscal 2004, we decided to exit our foodservice frozen pie product line in Canada. In connection with our decision to exit the product line, we also decided to close our Simcoe, Ontario plant and recorded a pre-tax charge of $1.3 million for severance costs. The plant employed approximately 135 people. We also sold production equipment and other assets at the plant for approximately $1.9 million in cash and recorded a $0.4 million pre-tax gain from the sale.

        We recorded $2.3 million for professional fees we incurred to conduct an enterprise-wide assessment of our organizational structure and for legal fees associated with the sale agreement we entered into with The J.M. Smucker Company. We also recorded a pre-tax charge of $0.8 million for severance costs associated with the departure of the President of the company.

        Also in fiscal 2004, we recognized charges associated with actions taken to reduce the cost structure and improve the financial performance of our Canadian Foods business and our Foodservice Products business in the United States. Charges included $2.8 million for severance costs associated with reorganizing our Canadian Foods business. The severance costs resulted from the departure of 40 management positions. Also included was a $1.6 million charge primarily for severance costs associated with the departure of the President of the Foodservice Products business and severance costs associated with reducing the number of production employees at our plant in Sedalia, Missouri, and closing two small facilities in the eastern United States.

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        The liability balance associated with the unusual charges described above was $2.4 million as of Feb. 28, 2004, and is primarily comprised of future severance payments that we expect to pay over the next 12 months. Cash payments related to these unusual charges were $6.4 million for fiscal 2004.

Fiscal 2002

        We recognized a pre-tax unusual gain of $0.3 million as follows:

	Gain on Sale of Building		Employee Termination and Other Exit Costs			Total
	(in millions)
Condiments facility consolidation	$	1.8	$	(0.3	)	$	1.5
Sales reorganization and work-force reduction		—		(0.9	)		(0.9	)
Severance for divested business		—		(0.3	)		(0.3	)
Total unusual gain	$	1.8	$	(1.5	)	$	0.3

        In October 2001, we completed the sale of our condiments-processing facility in Scarborough, Ontario, as part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. We recognized a $1.8 million gain on the sale of the building and a $0.3 million charge for employee termination and facility closing costs.

        As a result of the Pillsbury and General Mills brand acquisition, we reorganized our Foodservice Products sales force. We also took steps to reduce our foodservice manufacturing overhead costs. As a result of these actions, we recorded a $0.9 million charge for severance costs associated with the departure of 23 employees, including the president of the division.

        Also in fiscal 2002, we recognized an unusual charge of $0.3 million for termination benefits for 57 former hourly employees of our divested U.S. flour milling business. As part of the sale agreement, we were obligated to provide, under certain conditions, severance payments for eligible former employees who are involuntarily terminated by the buyer.

Note 6:    Income Taxes

        Income tax expense for continuing operations was as follows:

	U.S. Operations
							Non-U.S. Operations
	Federal			Other						Total
	(in thousands)
2004:
Current expense (benefit)	$	—		$	(1,286	)	$	2,252		$	966
Deferred expense		4,804			902			601			6,307
Total tax expense (benefit)	$	4,804		$	(384	)	$	2,853		$	7,273
2003:
Current expense	$	234		$	63		$	1,491		$	1,788
Deferred expense		9,226			623			4,641			14,490
Total tax expense	$	9,460		$	686		$	6,132		$	16,278
2002:
Current expense (benefit)	$	(67	)	$	519		$	8,031		$	8,483
Deferred benefit		(5,196	)		(265	)		(528	)		(5,989	)
Total tax expense (benefit)	$	(5,263	)	$	254		$	7,503		$	2,494

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        Temporary differences that gave rise to deferred tax assets and liabilities as of Feb. 28, 2004, and March 1, 2003, were as follows:

	2004					2003
	Deferred Tax Assets			Deferred Tax Liabilities		Deferred Tax Assets			Deferred Tax Liabilities
	(in thousands)
Depreciation and amortization	$	706		$	48,474	$	1,099		$	37,153
Prepaid pension assets		—			34,641		—			32,128
Accrued expenses		19,327			2,593		20,750			1,429
Inventory valuation methods		1,667			—		1,485			—
Provision for losses on receivables		987			—		461			—
Deferred income		3,791			2,492		902			—
Loss carryforwards		54,567			—		46,368			—
Alternative minimum tax credit carryforward		2,815			—		2,615			—
Foreign tax credit carryforward		1,083			—		953
Other		4,066			2,015		3,025			240
Subtotal		89,009			90,215		77,658			70,950
Valuation allowance		(10,463	)		—		(9,831	)		—
Total deferred taxes	$	78,546		$	90,215	$	67,827		$	70,950

        At Feb. 28, 2004, we had a U.S. federal consolidated net operating loss carryforward of approximately $117 million that expires in fiscal 2022, 2023 and 2024. Our foreign operations had a net operating loss carryforward of approximately $5.6 million that expires in fiscal 2009, 2010 and 2011. We expect to fully utilize these operating loss carryforwards.

        At Feb. 28, 2004, we had a U.S. federal consolidated capital loss carryforward of approximately $15 million that will expire in fiscal 2008. Our foreign operations had a capital loss carryforward of $1.8 million that has no expiration date. We have a valuation allowance of $3.5 million and $0.6 million, respectively, for the U.S. and foreign capital loss carryforwards due to the uncertainty over our ability to utilize the capital losses.

        We have $1.1 million in U.S. foreign tax credit carryforwards that expires by fiscal 2006. We have a valuation allowance for the entire $1.1 million carryforward due to uncertainty over our ability to utilize these credits.

        We have U.S. state net operating loss carryforwards that will expire from fiscal 2005 to fiscal 2024. We have established a valuation allowance of $5.3 million for certain of these U.S. state net operating loss carryforwards, due to the uncertainty over our ability to utilize these operating loss carryforwards.

        In total, the valuation allowance increased by $0.6 million in fiscal 2004. The increase primarily relates to the valuation allowance for U.S. state net operating losses.

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        Total income taxes from continuing operations differ from the amount computed by applying the U.S. federal income tax rate because of the following items:

		2004			2003		2002
		(in thousands)
Tax at U.S. federal statutory rate		$	8,679		$	15,392	$	2,629
Differences:
	Effect of taxes on non-U.S. earnings		(1,470	)		206		(59	)
	State and local income taxes		(250	)		445		504
	Other		314			235		(580	)
Total income taxes		$	7,273		$	16,278	$	2,494

        No provision has been made for U.S. income taxes applicable to remittance of earnings from non-U.S. affiliates. It is not practicable to estimate the remaining deferred tax liability associated with temporary differences related to investments in non-U.S. affiliates. Earnings before income taxes from non-U.S. affiliates were $11.5 million in fiscal 2004, $16.9 million in fiscal 2003 and $21.6 million in fiscal 2002.

        Cash paid (received) for income taxes totaled $(2.6) million in fiscal 2004, $3.7 million in fiscal 2003 and $7.5 million in fiscal 2002.

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Note 7:    Supplemental Balance Sheet Information

		2004			2003
		(in thousands)
Trade accounts receivable, net:
	Trade	$	75,190		$	44,276
	Allowance for doubtful accounts		(2,170	)		(367	)
Total trade accounts receivable, net		$	73,020		$	43,909
Inventories:
	Raw materials, excluding grain	$	16,915		$	12,675
	Grain		6,965			6,282
	Finished and in-process goods		84,224			99,269
	Packages and supplies		8,322			6,433
Total inventories		$	116,426		$	124,659
Property, plant and equipment, net:
	Land	$	3,527		$	3,313
	Buildings and improvements		76,608			69,309
	Machinery and equipment		301,102			235,570
	Improvements in progress		11,075			44,889
			392,312			353,081
	Accumulated depreciation		(144,397	)		(117,963	)
Total property, plant and equipment, net		$	247,915		$	235,118
Other assets:
	Prepaid pension	$	87,625		$	81,193
	Other		28,072			34,596
Total other assets		$	115,697		$	115,789
Other current liabilities:
	Trade and consumer promotion accruals	$	9,622		$	37,369
	Wages and benefits		7,985			6,379
	Income taxes		7,065			7,340
	Other		13,924			9,411
Total other current liabilities		$	38,596		$	60,499
Accumulated other comprehensive loss:
	Foreign currency translation adjustment	$	(838	)	$	(11,222	)
	Derivative hedge accounting adjustment		4,068			4,119
	Minimum pension liability adjustment		(3,561	)		(3,078	)
Total accumulated other comprehensive loss		$	(331	)	$	(10,181	)

Note 8:    Goodwill and Other Intangible Assets

        We adopted SFAS No. 142, "Goodwill and Other Intangible Assets," on March 3, 2002. Under SFAS No. 142, goodwill and other intangible assets that have indefinite lives are no longer amortized, but rather are tested for impairment at least annually in accordance with the provisions of the standard.

        The test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit (as defined) with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair

35

value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities. There was no impairment of goodwill in fiscal 2004.

        In the first quarter of fiscal 2003, we completed the initial testing of our existing goodwill and other intangible assets that have indefinite lives. Based on valuations provided by an independent third-party (primarily using discounted cash flows), we determined that all the goodwill associated with our foodservice distribution business was impaired. As a result, we recorded a $65.1 million ($41.3 million after tax) goodwill impairment charge in the first quarter of fiscal 2003. We classified the impairment charge as a cumulative effect of change in accounting principle in the consolidated statement of operations. On July 29, 2002, we entered into an agreement to sell the business. In accordance with SFAS No. 144, we have reported the results of operations of our foodservice distribution business in discontinued operations, including the impairment charge. No other impairment charges resulted from the required impairment evaluations on the rest of the reporting units, which were determined using discounted cash flow analyses.

        The table below provides information on the carrying amount of goodwill by segment for the fiscal year ended Feb. 28, 2004.

	U.S. Consumer Products		Foodservice Products		Canadian Foods		Total
	(in thousands)
Balance as of March 1, 2003	$	43,891	$	12,972	$	6,495	$	63,358
Foreign currency translation		—		—		764		764
Balance as of Feb. 28, 2004	$	43,891	$	12,972	$	7,259	$	64,122

        Other intangible assets were as follows:

		Feb. 28, 2004						March 1, 2003
		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
		(in thousands)
Amortized intangible assets
	Trademarks	$	9,090	$	2,673	$	6,417	$	9,090	$	2,033	$	7,057
	Customer lists		5,800		4,560		1,240		5,800		4,278		1,522
	Other		2,048		2,002		46		2,053		1,956		97
Total		$	16,938	$	9,235	$	7,703	$	16,943	$	8,267	$	8,676
Unamortized intangible assets
	Trademarks	$	127,341	$	—	$	127,341	$	127,302	$	—	$	127,302
	Other		—		—		—		8		—		8
Total		$	127,341	$	—	$	127,341	$	127,310	$	—	$	127,310

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        Amortization expense related to amortizable intangible assets for fiscal 2004 and 2003 was $0.9 million and $1 million, respectively. The estimated amortization expense for fiscal 2005 to fiscal 2009 is as follows:

	Amounts
	(in thousands)
2005	$	936
2006		936
2007		936
2008		922
2009		595

        The following provides a reconciliation of reported earnings to pro forma amounts adjusted for the elimination of amortization of goodwill:

	2002
	(in thousands)
Reported earnings from continuing operations	$	5,019
Amortization of goodwill		313
Adjusted earnings from continuing operations		5,332
Reported earnings from discontinued operations		4,172
Amortization of goodwill		1,472
Adjusted earnings from discontinued operations		5,644
Adjusted net earnings	$	10,976

	2002
Basic earnings per share
Reported basic earnings per share from continuing operations	$	0.27
Amortization of goodwill		0.02
Adjusted basic earnings per share from continuing operations		0.29
Reported basic earnings per share from discontinued operations		0.22
Amortization of goodwill		0.07
Adjusted basic earnings per share from discontinued operations		0.29
Adjusted basic earnings per share	$	0.58

	2002
Diluted earnings per share
Reported diluted earnings per share from continuing operations	$	0.26
Amortization of goodwill		0.02
Adjusted diluted earnings per share from continuing operations		0.28
Reported diluted earnings per share from discontinued operations		0.22
Amortization of goodwill		0.07
Adjusted diluted earnings per share from discontinued operations		0.29
Adjusted diluted earnings per share	$	0.57

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Note 9:    Derivative Instruments and Hedging Activities

        We account for derivative and hedging activities in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which requires that companies record derivative instruments on the consolidated balance sheets at their fair value. Changes in fair value are recorded each period in earnings or other comprehensive income (OCI), depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in OCI are reclassified as earnings in the period in which earnings are affected by the hedged item.

        We are exposed to market risks resulting from changes in foreign currency exchange rates, interest rates and commodity prices. Changes in these factors could adversely affect our results of operations and financial position. To minimize these risks, we use derivative financial instruments, such as currency forward contracts, interest rate swaps and commodity futures contracts. We use derivative financial instruments as risk management tools and not for speculative or trading purposes. For derivative instruments that are accounted for as hedges pursuant to SFAS No. 133, we formally document the hedge at inception. The formal documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument's effectiveness and ineffectiveness will be assessed.

Foreign Currency Forward Contracts

        Our Canadian operations use foreign currency forward contracts to minimize the exposure to foreign currency fluctuations as a result of U.S. dollar-denominated sales. The foreign exchange forward contracts are purchased through major Canadian banking institutions and mature in less than 12 months. These contracts are accounted for as foreign currency cash flow hedges of forecasted transactions. To qualify for hedge accounting treatment, these transactions are specifically identified in terms of the customers and the period in which and the likelihood that the sales and subsequent collections are expected to occur. The time value component of the foreign currency forward contracts is deemed ineffective and is recorded in earnings. The unrealized gain (loss) due to the movements in the spot exchange rates, which represent the effective portion of the hedge, is initially recorded as a component of accumulated OCI until the underlying hedged transaction occurs. On an ongoing basis, we also enter into foreign currency forward contracts that are not designated as hedges. Changes in the fair value of contracts that are not designated as hedges are recognized in earnings.

Interest Rate Swaps

        We use interest rate swaps to manage the interest rate risks on our fixed and floating rate debt. Under SFAS No. 133, these swap agreements qualify for either fair value hedges or cash flow hedges. The underlying debt obligation and the swap agreements are based on the same notional amounts and

38

benchmark rates, and have the same reset dates. There was no ineffectiveness related to these hedges. The following provides information on the interest rate swaps outstanding as of Feb. 28, 2004:

Notional Amount	Maturity Date	Rate	Fair Value Asset/ (Liabilities)
$75 million	Nov. 13, 2009	Receive fixed 6.602% Pay variable         LIBOR + 2.86% - 2.865%	$	0.2 million
$50 million	May 20, 2004	Pay fixed 1.305% Receive LIBOR		—
$25 million	Dec. 20, 2004	Pay fixed 3.93% Receive LIBOR		$(0.5) million

Commodity Futures Contracts

        We use commodity futures contracts, primarily wheat futures contracts, to reduce the risks associated with price fluctuations on the wheat inventories and other major baking ingredients, such as flour, soybean oil and sugar. The futures contracts are not designated as hedges under SFAS No. 133. The futures contracts are marked-to-market each month, and the gains and losses are recognized in earnings. The open futures contracts mature in the period from March 2004 to May 2005 and substantially coincide with the maturities of the open wheat purchase contracts, open flour sales contracts and the anticipated timing of flour purchases.

Note 10:    Fair Value of Financial Instruments

        The following tables provide information on the carrying amount, notional amount and fair value of financial instruments, including derivative financial instruments. The carrying value of financial instruments classified as current assets and current liabilities, such as cash and cash equivalents, receivables, accounts payable and short-term debt, approximate fair value due to the short-term maturity of the instruments. The fair value of long-term debt, futures contracts, currency forward contracts and interest rate swaps was based on quoted market prices.

		2004				2003
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in thousands)
Liabilities:
	Term loans	$	71,463	$	71,463	$	129,343	$	129,352
	$200 million unsecured notes due Nov. 13, 2009		200,000		226,510		200,000		224,667

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		2004					2003
		Notional Amount		Fair Value			Notional Amount		Fair Value
		(in thousands)
Derivative financial instruments:
	Futures contracts—buy	$	8,262	$	371		$	15,595	$	(757	)
	Futures contracts—sell		6,833		(177	)		2,100		36
	Currency forward contracts—buy		5,397		26			22,191		(291	)
	Currency forward contracts—sell		1,188		(27	)		1,490		35
	Interest rate swaps		150,000		(318	)		100,000		(1,567	)

Concentrations of Credit Risk

        We believe that the credit risk of exchange-traded futures contracts, foreign exchange forward contracts and interest rate contracts due to nonperformance of the counterparties is insignificant.

        We extend credit on a regular basis under various terms to customers that meet certain financial and other criteria. In general, we do not require collateral or security. We believe that our trade receivables do not represent significant concentrations of credit risk due to the large number of customers and markets into which our products are sold, as well as their dispersion across geographic areas.

Note 11:    Notes Payable and Long-Term Debt

        In August 2003, we entered into a new five-year, $250 million senior secured credit agreement in order to refinance some of our debt under more favorable terms. The new financing replaced the remaining balance on our $450 million senior secured credit facility that was obtained in connection with our November 2001 acquisition of the Pillsbury desserts and specialty products business from General Mills. As a result of the repayment of remaining debt obligations under the $450 million facility, we recognized a non-cash charge of $4.4 million to write off unamortized financing costs. This charge has been classified as other expense in the consolidated statement of operations.

        The new $250 million senior secured credit agreement is comprised of a $175 million revolving credit facility and $75 million of amortizing term loans. As of Feb. 28, 2004, there were $69.2 million of borrowings outstanding under the revolving credit facility and an additional $8.1 million of the facility was unavailable due to outstanding letters of credit. The interest rates on borrowings under the new credit agreement are variable and based on current market interest rates plus a spread based on our leverage. The current spread on LIBOR based loans is 2.25%. The weighted average interest rate on borrowings outstanding at Feb. 28, 2004 was 3.89%. The credit agreement also contains covenants that require the maintenance of leverage and fixed charge coverage ratios and limit revolver borrowings based on asset levels. Borrowings under the agreement may be used for general corporate purposes. The agreement is secured by our assets. We were in compliance with all covenant provisions at Feb. 28, 2004.

        We have $200 million of senior unsecured notes that mature on Nov. 13, 2009, and have an interest rate of 6.602%, payable annually. In anticipation of the issuance, we entered into an interest rate swap agreement that, when terminated, had the effect of adjusting the effective interest rate of the notes to 5.97%. The senior unsecured notes have been guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.

        In September 2003, we entered into three interest rate swap agreements for an aggregate notional amount of $75 million that expire on Nov. 13, 2009. Under the terms of the swap agreements, we will receive a fixed interest rate of 6.602% and pay a floating interest rate based on three-month LIBOR

40

plus a predetermined spread that will average 2.465%. We accounted for these swap agreements as fair value hedges on $75 million of our senior unsecured notes. In February 2004, we elected to terminate these swap agreements and received cash of $1.4 million. The adjustment to the notes for the change in fair value hedged by the swaps remains classified as debt and will be amortized over the remaining term of the notes. Subsequently in February 2004, new interest rate swap agreements were entered into that effectively re-established the $75 million interest rate swap position. These swap agreements are also accounted for as fair value hedges. See Note 9 for the terms of the new interest rate swap agreements.

        In fiscal 2003, we recorded a $4.7 million charge associated with the early repayment of term loans, which was classified as other expense in the consolidated statement of operations.

        Long-term debt consisted of the following:

	2004		2003
	(in thousands)
Term B loan due Feb. 28, 2008	$	—	$	129,343
Secured term loan		37,500		—
Canadian Bankers' Acceptances		33,963		—
$200 million unsecured notes due Nov. 13, 2009		200,000		200,000
Other		1,604		—
		273,067		329,343
Current portion of long-term debt		11,507		1,313
Total long-term debt	$	261,560	$	328,030

        Minimum principal payments are as follows:

	Amounts
	(in thousands)
2006	$	14,295
2007		16,851
2008		19,351
2009		10,403
2010 and beyond		200,660
Total long-term debt	$	261,560

Note 12:    Shareholders' Equity

        We have authorized 10 million shares of Preferred Capital Stock, par value $1.00 per share, that may be designated and issued as convertible into common shares. We have created a series of such Preferred Capital Stock, designated as Series A Junior Participating Preferred Capital Stock, consisting of 500,000 shares, par value $1.00 per share. We also have authorized 200,000 shares of First Preferred Capital Stock, par value $100.00 per share. No preferred capital stock was outstanding during the three years ended Feb. 28, 2004.

        We have a share rights plan that entitles one preferred share purchase right for each outstanding share of common stock. The rights become exercisable only after a person or group (with certain exceptions) becomes the beneficial owner of 15% or more of our outstanding common stock or announces a tender offer, the consummation of which would result in beneficial ownership by a person or group of 15% or more of our outstanding common stock. Each right will entitle its holder to purchase one one-hundredth share of Series A Junior Participating Preferred Capital Stock (consisting of 500,000 shares, par value $1.00 per share) at an exercise price of $70, subject to adjustment. If a

41

person or group acquires beneficial ownership of 15% or more of our outstanding common stock, each right will entitle its holder (other than such person or group) to purchase, at the then-current exercise price of the right, a number of shares of our common stock having a market value of twice the then-current exercise price of the right. In addition, if we are acquired in a merger or other business combination transaction or if 50% or more of our consolidated assets or earnings power is acquired, each right will entitle its holder to purchase, at the then-current exercise price of the right, a number of the acquiring company's common shares having a market value of twice the then-current exercise price of the right. Following the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock and prior to an acquisition by any person or group of 50% or more of our outstanding common stock, the Board of Directors may exchange the outstanding rights (other than rights owned by such person or group), in whole or in part, for our common stock or equivalent securities. Prior to the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock, the rights are redeemable for $.001 (subject to adjustment) per right at the option of the Board of Directors. In addition, prior to the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock, the Board of Directors may amend the terms of the rights to lower the 15% threshold for exercisability of the rights to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding common stock then beneficially owned by any person or group (with certain exceptions) or (ii) 10%.

        On March 7, 2004, the share rights plan was amended to provide that the share rights plan shall be inapplicable to (i) the Agreement and Plan of Merger dated as of March 7, 2004, between The J.M. Smucker Company, Mix Acquisition Corporation and Multifoods (the "Merger Agreement") and (ii) the merger and other transactions contemplated by the Merger Agreement.

Note 13:    Leases

        We lease certain plant, office space and equipment for varying periods. We expect that in the normal course of business, leases will be renewed or replaced by other leases.

        The following is a schedule of future minimum lease payments for operating leases that had initial or remaining noncancelable lease terms in excess of one year as of Feb. 28, 2004:

	Operating Leases
	(in thousands)
2005	$	2,852
2006		2,166
2007		1,018
2008		652
2009		592
2010 and beyond		3,173
Total minimum lease payments	$	10,453

        Total rent expense for operating leases of continuing operations, including those with terms of less than one year totaled $5.4 million in fiscal 2004, $5.0 million in fiscal 2003 and $4.6 million in fiscal 2002.

Note 14:    Commitments and Contingencies

Insurance claim

        In fiscal 1998, we were notified that approximately $6 million of our inventory was taken from a ship in the port of St. Petersburg, Russia. The ship had been chartered by a major customer of our former food-exporting business. Following submission of a claim for indemnity, the insurance carrier

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denied our claim for coverage, and we commenced a lawsuit seeking to obtain coverage under the insurance carrier's policy. In October 2001, the U.S. District Court of the Southern District of New York granted us summary judgment on our claim, which is carried on our books as a $6 million receivable, and awarded us interest to the date of judgment. The interest has not been recognized on our books. On Oct. 17, 2002, following an appeal by the insurance carrier, the U.S. Court of Appeals for the Second Circuit partially affirmed the summary judgment with respect to the amount of loss and held that such loss is within the scope of the policy. The Court of Appeals, however, remanded the case back to the District Court for further proceedings to determine whether certain provisions of the policy had the effect of excluding coverage. We continue to believe that the loss is covered by the insurance policy, and we will continue to aggressively pursue our claim against the insurer. If we are ultimately unable to collect on the policy, we would record a loss of $6 million to write off the receivable for the estimated recovery of the claim.

Lease guarantees

        On Sept. 9, 2002, we completed the sale of our foodservice distribution business to Wellspring Distribution Corp. We continue to guarantee certain real estate and tractor/trailer fleet lease obligations of our former business. However, at the time of the sale of the business, we renegotiated our guarantee of the business's fleet lease obligations. The guarantee now requires the lessor to pursue collection and other remedies against our former subsidiaries before demanding payment from us. In addition, our guarantee obligation is limited to 75% of the amount outstanding after the lessor has exhausted its remedies against our former subsidiaries. This reduces our risk under the fleet lease guarantee. In addition, while the initial guarantee was not limited by time, the fleet lease guarantee will now expire in September 2006.

        The outstanding guarantees for the lease obligations of our former subsidiaries as of Feb. 28, 2004, were as follows:

	Amounts
	(in millions)
Tractor/trailer	$	20.1
Real estate		13.8
Total	$	33.9

        If Wellspring Distribution Corp. was unable to meet its obligations that we have guaranteed, any loss would be reduced by the amount generated from the liquidation of the tractor/trailer fleet and income from the sub-lease of real estate space.

        The possibility that we would have to honor our contingent liabilities under the guaranties is largely dependent upon the future operations of our former subsidiaries and the value of the underlying leased properties. Should a reserve be required in the future, it would be recorded at the time the obligation was determined to be probable.

Capital commitments

        At Feb. 28, 2004, the estimated cost to complete capital improvements in progress totaled approximately $4.3 million.

Note 15:    Stock Plans

        Our 1989 and 1997 stock-based plans permit awards of restricted stock, restricted stock units, incentive units and stock options to directors and key employees subject to the provisions of the plans and as determined by the Compensation and Human Resources Committee of the Board of Directors. At Feb. 28, 2004, a total of 233,716 common shares was available for grants.

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        In fiscal 2004, grants of 8,292 shares of restricted stock and 62,300 restricted stock units were awarded with varying performance criteria and vesting periods. At Feb. 28, 2004, the total number of restricted shares outstanding was 69,794. The market value of shares issued under the plans, as of the date of grant, has been recorded as unearned compensation and is shown as a separate component of shareholders' equity. Unearned compensation is expensed over the period that restrictions lapse.

        Stock options are granted to purchase shares of our common stock at not less than fair market value at dates of grant. Options generally become exercisable over a period of one to five years after the date of grant. In addition, options generally expire 10 years after the date of grant.

        The following table contains information on stock options:

	Shares		Weighted Average Exercise Price per Share
Outstanding at March 3, 2001	1,656,824		$	19.57
Granted	460,089			21.74
Exercised	(121,750	)		14.08
Expired or canceled	(69,300	)		24.41
Outstanding at March 2, 2002	1,925,863		$	20.21
Granted	229,809			27.04
Exercised	(133,925	)		19.64
Expired or canceled	(134,220	)		23.96
Outstanding at March 1, 2003	1,887,527		$	21.06
Granted	246,078			22.95
Exercised	(98,291	)		15.34
Expired or canceled	(117,251	)		24.58
Outstanding at Feb. 28, 2004	1,918,063		$	21.19
Options exercisable at:
March 2, 2002	1,279,213		$	19.04
March 1, 2003	1,263,939		$	19.15
Feb. 28, 2004	1,290,116		$	19.86

        For options outstanding at Feb. 28, 2004, the range of exercise price per share was $11.84 to $29.28, and the average remaining contractual life was 5.7 years.

Note 16:    Retirement Plans

Defined Benefit Pension Plans and Other Post-Retirement Benefits

        We maintain defined benefit pension plans that cover substantially all employees. Benefits are based primarily on years of credited service and average compensation or stated amounts for each year of service. These plans are generally funded by contributions to tax-exempt trusts in amounts sufficient to provide assets to cover the plans' obligations. Plan assets consist principally of listed equity securities, fixed income securities and cash equivalents.

        We also provide post-retirement health and life insurance benefits for retirees who meet minimum age and service requirements. Life insurance benefits are funded on a pay-as-you-go basis through an insurance company. Health-care benefits are provided under a self-insured program administered by an insurance company.

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        We use a December 31 measurement date for our pension and other post-retirement benefit plans. Summaries related to the changes in benefit obligations and plan assets, and to the funded status of the plans are as follows:

		Pension Benefits												Post-Retirement Benefits
		U.S.						Canada
		2004			2003			2004			2003			2004			2003
		(in thousands)
Change in benefit obligation
Benefit obligation at beginning of year		$	139,048		$	145,743		$	72,482		$	61,792		$	16,744		$	15,183
Service cost			1,792			2,387			1,491			1,059			311			234
Interest cost			8,594			9,257			5,163			4,249			1,124			1,066
Plan participants' contributions			—			—			775			669			1,086			863
Amendments			23			15			—			1,472			104			—
Plan expenses			—			—			—			(511	)		—			—
Actuarial loss			13,523			6,621			2,895			3,245			3,311			1,625
Benefits payments			(16,625	)		(12,477	)		(4,974	)		(4,264	)		(2,751	)		(2,690	)
Curtailments			(214	)		(2,021	)		—			—			—			—
Settlements			—			(10,477	)		—			—			—			—
Foreign exchange adjustment			—			—			8,652			4,771			934			463
Benefit obligation at end of year		$	146,141		$	139,048		$	86,484		$	72,482		$	20,863		$	16,744
Change in plan assets
Fair value of plan assets at beginning of year		$	131,119		$	185,963		$	76,224		$	75,126		$	—		$	—
Actual return on plan assets			29,922			(29,929	)		10,552			(2,934	)		—			—
Employer contribution			1,454			1,352			965			2,847			1,665			1,827
Plan participants' contributions			—			—			775			669			1,086			863
Benefits payments			(16,625	)		(12,477	)		(4,974	)		(4,264	)		(2,751	)		(2,690	)
Plan expenses			—			—			—			(511	)		—			—
Settlements			—			(13,790	)		—			—			—			—
Foreign exchange adjustment			—			—			9,137			5,291			—			—
Fair value of plan assets at end of year		$	145,870		$	131,119		$	92,679		$	76,224		$	—		$	—
Funded status
Funded status at end of year		$	(271	)	$	(7,929	)	$	6,195		$	3,742		$	(20,863	)	$	(16,744	)
Unrecognized transition asset			—			—			(81	)		(695	)		—			—
Unrecognized prior service cost			54			56			5,808			5,774			(378	)		(447	)
Unrecognized net loss			43,395			50,023			19,551			17,322			8,378			4,877
Net amount recognized		$	43,178		$	42,150		$	31,473		$	26,143		$	(12,863	)	$	(12,314	)
Amounts recognized in the consolidated balance sheet consist of:
	Prepaid pension assets	$	54,783		$	53,875		$	32,842		$	27,318		$	—		$	—
	Accrued benefit liability		(16,906	)		(16,132	)		(1,870	)		(1,718	)		(12,863	)		(12,314	)
	Intangible asset		—			8			—			—			—			—
	Accumulated other comprehensive loss		5,301			4,399			501			543			—			—
Net amount recognized		$	43,178		$	42,150		$	31,473		$	26,143		$	(12,863	)	$	(12,314	)

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        The accumulated benefit obligation for all defined benefit pension plans was $226.8 million and $196.8 million at Dec. 31, 2003 and 2002, respectively.

	Pension Benefits																		Post-Retirement Benefits
	U.S.									Canada
	2004			2003			2002			2004			2003			2002			2004			2003			2002
	(in thousands)
Components of net periodic (income) cost
Service cost	$	1,792		$	2,387		$	2,906		$	1,491		$	1,059		$	1,023		$	311		$	234		$	156
Interest cost		8,594			9,257			9,790			5,163			4,249			4,117			1,124			1,066			1,044
Expected return on plan assets		(12,531	)		(18,520	)		(19,959	)		(8,040	)		(7,687	)		(7,241	)		—			—			—
Amortization of transition asset		—			—			(873	)		(667	)		(614	)		(620	)		—			—			—
Amortization of prior service cost		21			218			593			618			446			403			(30	)		(31	)		(31	)
Recognized actuarial (gain) loss		2,756			163			(2,274	)		198			17			15			280			192			57
Net periodic (income) cost		632			(6,495	)		(9,817	)		(1,237	)		(2,530	)		(2,303	)		1,685			1,461			1,226
Curtailment (gain) loss		(206	)		346			—			—			—			—			—			—			—
Settlement loss		—			4,870			—			—			—			—			—			—			—
Net periodic (income) cost after curtailments and settlements	$	426		$	(1,279	)	$	(9,817	)	$	(1,237	)	$	(2,530	)	$	(2,303	)	$	1,685		$	1,461		$	1,226

        The assumptions used in the determination of the pension benefits and post-retirement benefits at the end of the year are as follow:

	Pension Benefits								Post-Retirement Benefits
	U.S.				Canada
	2004		2003		2004		2003		2004		2003
Discount rate	5.75	%	6.25	%	6.50	%	6.75	%	6.37	%	6.36	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%	4.00	%	N/A		N/A

        The assumptions used in the determination of expense for the pension benefits and post-retirement benefits are as follow:

	Pension Benefits												Post-Retirement Benefits
	U.S.						Canada
	2004		2003		2002		2004		2003		2002		2004		2003		2002
	(in thousands)
Discount rate	6.25	%	6.75	%	7.25	%	6.75	%	6.95	%	7.10	%	6.36	%	6.82	%	7.19	%
Return on plan assets	9.00	%	10.25	%	10.25	%	9.00	%	10.25	%	10.25	%	N/A		N/A		N/A
Rate of compensation increase	4.00	%	4.00	%	4.00	%	4.00	%	4.00	%	4.00	%	N/A		N/A		N/A

        The expected rate of return for both the U.S. and Canadian pension plans represents the average rate of return to be earned on plan assets over the period the benefit obligations are to be paid. In developing the expected rate of return, we consider long-term compound annualized returns of historical market data as well as actual returns on plan assets, and apply adjustments that reflect more recent capital market experience and expectations. Using this reference information, we develop forward looking return expectations for each asset category and a weighted average expected long-term rate of return for a targeted portfolio allocated across these investment categories. The expected portfolio performance reflects the contribution of active management, as appropriate. As a result of this analysis, the expected rate of return on plan assets for fiscal year 2005 will remain at 9.00%.

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        The following table presents the weighted average asset allocation and the respective target allocation by asset category for the pension benefit plans:

	Pension Benefits
	U.S.						Canada
			% of Plan Assets						% of Plan Assets
	Target Allocation						Target Allocation
			2004		2003				2004		2003
Asset class
Equity securities	58%-78	%	74	%	71	%	60	%	61	%	59	%
Debt securities	22%-42	%	26	%	29	%	40	%	39	%	41	%
Total	100	%	100	%	100	%	100	%	100	%	100	%

        The Finance and Benefit Investment Committee of the Board of Directors establish investment policies and guidelines for plan assets in the U.S. and Canada. The investment strategy and investment allocation are determined based on the following objectives; (1) to provide long-term growth of principal without undue exposure to risk; (2) to minimize the need for cash contributions to the plan; and (3) to minimize and stabilize reported pension expense.

        Pension funding includes both contributions to our funded pension plans and benefit payments under unfunded plans. We expect that pension funding in fiscal 2005 will be approximately $3.5 million. In addition, we expect that funding to other post-retirement benefit plans in fiscal 2005 will be approximately $1.7 million.

        In fiscal 1998, we eliminated subsidized retiree medical coverage for most active employees in the United States. In addition, we limited the increase in future company contributions to 4% for those retirees in the United States that continue to get subsidized coverage. During fiscal 2004, we entered into a collective bargaining agreement with union-represented employees at our manufacturing facility in Toledo, Ohio. Under the terms of the agreement, we will subsidize retiree medical coverage for union-represented employees at the Toledo facility that were hired on January, 27, 2003, which is the date we obtained the facility from General Mills as part of a business acquisition. For this employee group, our current health care cost trend rate is 10%, which is expected to decrease over the next 6 years to 4% and then remain at that level. For our Canadian plans, the increases in company contributions to salaried and non-union hourly employees are limited to the increase in the consumer price index. Accordingly, our health-care cost trend rate in Canada is 2%. For union-represented employees in Canada, our health care cost trend rate was assumed to start at 9% and then gradually reduce over a period of ten years to an ultimate rate of 4%.

        Assumed health-care cost trends could have an effect on the amounts reported for the health-care plans. The effects of a 1-percentage-point change in the assumed health-care cost trends are as follows:

	1-Percentage-Point
	Increase		Decrease
	(in thousands)
Total of service and interest cost	$	143	$	(113	)
Accumulated post-retirement benefit obligation		1,411		(1,141	)

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        Our funded pension plans all had plan assets that exceeded accumulated benefit obligations at the end of fiscal year 2004 and 2003. The following information pertains to our unfunded pension plans:

	Pension Benefits
	U.S.				Canada
	2004		2003		2004		2003
	(in thousands)
Accumulated benefit obligation	$	16,906	$	16,132	$	1,870	$	1,588
Plan assets		—		—		—		—
Projected benefit obligation	$	17,144	$	16,448	$	1,870	$	1,588
Plan assets		—		—		—		—

        The minimum liability recorded for pension plans where the accumulated benefit obligation exceeded the fair market value of assets is as follows:

	Pension Benefits
	U.S.						Canada
	2004			2003			2004			2003
	(in thousands)
Minimum liability recognized in comprehensive loss	$	(5,301	)	$	(4,399	)	$	(501	)	$	(543	)
Tax benefit		2,064			1,719			177			145
Minimum liability recognized in comprehensive loss, net of tax	$	(3,237	)	$	(2,680	)	$	(324	)	$	(398	)

Defined Contribution Plans

        Defined contribution plans cover substantially all salaried, sales and certain hourly employees in the United States and Canada. We make matching contributions to participating employees' contributions subject to certain limitations. Employer contributions, which are invested in shares of our common stock, were $1.2 million in fiscal 2004, $1.8 million in fiscal 2003 and $2.3 million in fiscal 2002.

Note 17:    Multifoods' Business Segments

        We manage the company through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. Our organizational structure is the basis for reporting business results to management and the segment data presented in this Note. We formed the U.S. Consumer Products business segment in fiscal 2002 as a result of our acquisition of certain retail brands from Pillsbury and General Mills.

        U.S. Consumer Products manufactures, markets and sells leading branded consumer foods in the United States. Brands include Pillsbury and Martha White desserts and baking mixes; Hungry Jack potatoes, pancake mixes and syrup; Farmhouse rice and pasta side dishes; Pet evaporated milk; and Softasilk, Robin Hood, La Piña and Red Band flour.

        Foodservice Products manufactures, markets and sells baking mixes and frozen batters, doughs and desserts to foodservice operators and retail, wholesale and in-store bakeries, primarily in the United States.

        Canadian Foods is a leading manufacturer and marketer of food products in Canada. The company's consumer brands include Robin Hood flour and baking mixes; Bick's condiments; and Red River and Old Mill cereals. We also are a leading provider of flour, baking mixes and condiments to foodservice operators and other commercial customers.

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        We do not allocate interest expense, income taxes or certain corporate expenses to our business segments. The following tables set forth information by business segment:

		Net Sales		Operating Costs			Unusual Items			Operating Earnings
		(in millions)
2004:
	U.S. Consumer Products	$	388.6	$	(335.5	)	$	—		$	53.1
	Foodservice Products		202.5		(201.9	)		(2.5	)		(1.9	)
	Canadian Foods		316.9		(298.7	)		(2.8	)		15.4
	Corporate		—		(13.3	)		(3.1	)		(16.4	)
Total		$	908.0	$	(849.4	)	$	(8.4	)	$	50.2
2003:
	U.S. Consumer Products	$	413.0	$	(356.6	)	$	—		$	56.4
	Foodservice Products		228.6		(222.4	)		—			6.2
	Canadian Foods		297.7		(275.6	)		—			22.1
	Corporate		—		(11.5	)		—			(11.5	)
Total		$	939.3	$	(866.1	)	$	—		$	73.2
2002:
	U.S. Consumer Products	$	109.7	$	(97.4	)	$	—		$	12.3
	Foodservice Products		215.8		(210.8	)		(0.9	)		4.1
	Canadian Foods		272.4		(249.5	)		1.5			24.4
	Corporate		—		(10.9	)		(0.3	)		(11.2	)
Total		$	597.9	$	(568.6	)	$	0.3		$	29.6

		2004						2003						2002
		Capital Expenditures		Depreciation and Amortization		Assets		Capital Expenditures		Depreciation and Amortization		Assets		Capital Expenditures		Depreciation and Amortization		Assets
		(in millions)
U.S. Consumer Products		$	19.0	$	5.8	$	349.4	$	7.4	$	2.1	$	322.5	$	1.3	$	0.8	$	284.3
Foodservice Products			4.6		6.3		106.1		7.7		5.8		124.7		7.6		5.2		126.0
Canadian Foods			11.4		9.6		229.9		17.7		6.4		214.1		14.7		7.1		172.1
Corporate			0.5		0.3		98.9		0.2		0.3		105.0		0.2		0.2		133.1
	Total continuing operations		35.5		22.0		784.3		33.0		14.6		766.3		23.8		13.3		715.5
Discontinued Operations			—		—		—		1.6		5.0		—		5.5		14.3		409.2
Total		$	35.5	$	22.0	$	784.3	$	34.6	$	19.6	$	766.3	$	29.3	$	27.6	$	1,124.7

        Corporate assets include cash and cash equivalents, U.S. prepaid pension assets, and current and deferred income tax assets.

Note 18:    Subsequent Events

        On March 7, 2004, we entered into an agreement to be acquired by The J.M. Smucker Company. Under the terms of the agreement, each outstanding share of Multifoods stock will be converted into the right to receive (i) the number of J.M. Smucker common shares that is equal to $20 in value based on the average closing price of J.M. Smucker for the 20 consecutive trading days ending on the trading day immediately preceding the closing date, and (ii) $5 in cash. Completion of the transaction is subject to approval by J.M. Smucker and Multifoods shareholders and customary regulatory approvals. The transaction is expected to close by the end of June 2004.

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        On March 19, 2004, we were notified that the Company, its directors and a former officer have been named as defendants in a lawsuit, filed in response to the public announcement of our sale agreement with J.M. Smucker. The complaint, brought by the International Union of Operating Engineers, Local 132 Pension Plan, was filed in Hennepin County, Minnesota District Court. The plaintiff alleges, among other things, that the individual named defendants breached their fiduciary duties in connection with our decision to enter into the agreement. The plaintiff seeks declaratory and equitable relief, including an order enjoining consummation of the merger. We believe that the allegations are without merit and intend to vigorously defend ourselves against the lawsuit.

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Note 19:    Quarterly Summary (unaudited)

		Net Sales		Operating Costs			Unusual Items			Operating Earnings
		(in millions)
First Quarter—2004
	U.S. Consumer Products	$	83.2	$	(76.6	)	$	—		$	6.6
	Foodservice Products		55.4		(54.5	)		(1.0	)		(0.1	)
	Canadian Foods		75.3		(71.7	)		(2.5	)		1.1
	Corporate		—		(3.3	)		—			(3.3	)
Total		$	213.9	$	(206.1	)	$	(3.5	)	$	4.3
First Quarter—2003
	U.S. Consumer Products	$	86.0	$	(75.5	)	$	—		$	10.5
	Foodservice Products		58.3		(56.7	)		—			1.6
	Canadian Foods		66.1		(62.3	)		—			3.8
	Corporate		—		(4.1	)		—			(4.1	)
Total		$	210.4	$	(198.6	)	$	—		$	11.8
Second Quarter—2004
	U.S. Consumer Products	$	80.1	$	(68.8	)	$	—		$	11.3
	Foodservice Products		50.0		(49.4	)		(0.9	)		(0.3	)
	Canadian Foods		78.3		(74.6	)		—			3.7
	Corporate		—		(3.3	)		—			(3.3	)
Total		$	208.4	$	(196.1	)	$	(0.9	)	$	11.4
Second Quarter—2003
	U.S. Consumer Products	$	79.9	$	(69.6	)	$	—		$	10.3
	Foodservice Products		58.3		(56.9	)		—			1.4
	Canadian Foods		71.9		(66.6	)		—			5.3
	Corporate		—		(3.7	)		—			(3.7	)
Total		$	210.1	$	(196.8	)	$	—		$	13.3
Third Quarter—2004
	U.S. Consumer Products	$	133.2	$	(109.3	)	$	—		$	23.9
	Foodservice Products		53.4		(52.8	)		(0.3	)		0.3
	Canadian Foods		87.1		(80.7	)		—			6.4
	Corporate		—		(3.6	)		(0.8	)		(4.4	)
Total		$	273.7	$	(246.4	)	$	(1.1	)	$	26.2
Third Quarter—2003
	U.S. Consumer Products	$	151.8	$	(128.5	)	$	—		$	23.3
	Foodservice Products		59.4		(57.8	)		—			1.6
	Canadian Foods		90.0		(81.1	)		—			8.9
	Corporate		—		(2.4	)		—			(2.4	)
Total		$	301.2	$	(269.8	)	$	—		$	31.4
Fourth Quarter—2004
	U.S. Consumer Products	$	92.1	$	(80.8	)	$	—		$	11.3
	Foodservice Products		43.7		(45.2	)		(0.3	)		(1.8	)
	Canadian Foods		76.2		(71.7	)		(0.3	)		4.2
	Corporate		—		(3.1	)		(2.3	)		(5.4	)
Total		$	212.0	$	(200.8	)	$	(2.9	)	$	8.3
Fourth Quarter—2003
	U.S. Consumer Products	$	95.3	$	(83.0	)	$	—		$	12.3
	Foodservice Products		52.6		(51.0	)		—			1.6
	Canadian Foods		69.7		(65.6	)		—			4.1
	Corporate		—		(1.3	)		—			(1.3	)
Total		$	217.6	$	(200.9	)	$	—		$	16.7

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Note 19:    Quarterly Summary (unaudited)

			First Quarter						Second Quarter					Third Quarter					Fourth Quarter				Total Year
			2004			2003			2004		2003			2004		2003			2004		2003		2004		2003
			(in millions, except per share data)
Gross profit			$	35.6		$	41.9		$	38.2	$	41.6		$	57.8	$	65.2		$	36.9	$	35.3	$	168.5	$	184.0
Earnings (loss) from continuing operations				(0.3	)		3.3			0.9		4.3			14.2		12.8			2.7		7.3		17.5		27.7
Earnings (loss) from discontinued operations				—			(39.7	)		—		(32.4	)		—		(2.2	)		—		0.6		—		(73.7	)
Net earnings (loss)				(0.3	)		(36.4	)		0.9		(28.1	)		14.2		10.6			2.7		7.9		17.5		(46.0	)
Basic earnings (loss) per share of common stock(a):
	Continuing operations			(0.02	)		0.17			0.05		0.23			0.74		0.67			0.14		0.38		0.91		1.45
	Discontinued operations			—			(2.08	)		—		(1.70	)		—		(0.12	)		—		0.03		—		(3.86	)
		Total		(0.02	)		(1.91	)		0.05		(1.47	)		0.74		0.55			0.14		0.41		0.91		(2.41	)
Diluted earnings (loss) per share of common stock (a):
	Continuing operations			(0.02	)		0.17			0.05		0.22			0.73		0.66			0.14		0.38		0.90		1.43
	Discontinued operations			—			(2.04	)		—		(1.66	)		—		(0.11	)		—		0.02		—		(3.80	)
		Total		(0.02	)		(1.87	)		0.05		(1.44	)		0.73		0.55			0.14		0.40		0.90		(2.37	)
Market price of common stock:
	Close			20.20			26.49			25.01		20.85			17.82		19.98			19.48		19.70		19.48		19.70
	High			20.53			28.92			25.55		28.23			26.33		21.85			20.30		23.60		26.33		28.92
	Low			16.75			21.00			20.20		20.75			17.10		17.37			15.60		19.01		15.60		17.37

(a)

Earnings (loss) per share are computed independently for each period presented. As a result, the sum of the quarterly earnings (loss) per share does not equal the total computed for the year.

52

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        None.

Item 9A. Controls and Procedures

        At the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to reasonably ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, during the period covered by this report, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Composition of Board and Term of Office

        The Board of Directors of Multifoods is composed of eight members divided into three classes. Generally, the members of each class are elected to serve three-year terms with the term of office of each class ending in successive years. Isaiah "Ike" Harris, Jr., Joseph G. Parham, Jr. and Dolph W. von Arx are Class I directors whose terms expire in 2004. Claire L. Arnold and James M. Jenness are Class II directors whose terms expire in 2005. Gary E. Costley, J. David Pierson and Nicholas L. Reding are Class III directors whose terms expire in 2006. Mr. Harris and Mr. Parham were elected by the Board of Directors on September 18, 2002. All of the other directors were elected to the Board of Directors by the stockholders. The Board of Directors has determined that each member of the Board, other than Dr. Costley, is an "independent director" as defined under both the listing standards of the New York Stock Exchange and Multifoods' Bylaws. An executive session is scheduled at each regularly scheduled meeting of the Board of Directors at which outside directors have an opportunity to meet among themselves. The Board of Directors has not adopted a lead director concept. At executive sessions and in other instances where the outside directors meet without the Chairman of the Board, the Chair of the Nominating Committee and Corporate Governance Committee chairs the meetings.

53

Biographical Information of Directors

Name	Age	Biographical Information
Claire L. Arnold	57	Director since 1997. Ms. Arnold is currently Chief Executive Officer of Leapfrog Services, Inc. (computer technology outsourcing services), which office she has held since June 1998. Ms. Arnold was a private investor from June 1994 to June 1998. Ms. Arnold served as President and Chief Executive Officer of Nicotiana Enterprises, Inc., a family holding company holding stock in NCC L.P., a major distributor of grocery, tobacco, confection, health and beauty, and allied products to retail stores, from August 1979 to April 1994. Ms. Arnold was Chief Executive Officer of NCC L.P. from August 1979 to June 1994 and was also its Chairman from August 1979 to November 1992. Ms. Arnold is a director of Ruby Tuesday, Inc. and Schweitzer-Mauduit International, Inc.
Gary E. Costley, Ph.D.	60	Director since 1997. Dr. Costley is Chairman of the Board, President and Chief Executive Officer of Multifoods, which office he has held since January 1997, except for a period from November 2001 to November 2003 when Dr. Costley was the Chairman of the Board and Chief Executive Officer of Multifoods. From May 1995 to December 1996, Dr. Costley served as dean of the Babcock Graduate School of Management at Wake Forest University. Prior to July 1994, Dr. Costley was an Executive Vice President of Kellogg Company and President, Kellogg North America. Dr. Costley is a director of Pharmacopeia, Inc. and Principal Financial Group, Inc.
Isaiah "Ike" Harris, Jr.	51	Director since 2002. Mr. Harris is President, BellSouth Enterprises (telecommunications), which office he has held since January 2004. From September 2000 to December 2003, Mr. Harris was President, Consumer Services, for Bell South Corporation and from January 2000 to September 2000, Mr. Harris was Corporate Vice President, Finance, for BellSouth Corporation. Prior to January 2000, he served as Vice President and Chief Financial Officer for BellSouth Telecommunications, Inc., beginning in 1997. From 1987 to 1997, he held various positions with SuperValu Inc., including Vice President and Controller. Before joining SuperValu, Mr. Harris, a Certified Public Accountant, spent 13 years with Peat Marwick Main & Co.

54

James M. Jenness	57	Director since 2001. Mr. Jenness is Chief Executive Officer of Integrated Merchandising Systems LLC (outsource management of retail promotion and branded merchandising), which position he has held since April 1997. From July 1996 until April 1997, Mr. Jenness served as Vice Chairman and Chief Operating Officer of the Leo Burnett Company and, before that, as Global Vice Chairman North America and Latin America from February 1993 to July 1996. Mr. Jenness is also a director of Kellogg Company.
Joseph G. Parham, Jr.	54	Director since 2002. Mr. Parham is Senior Vice President of Human Resources for Acuity Brands, Inc. (manufacturer of lighting fixtures and specialty chemicals), which position he has held since December 2001. From May 2000 to November 2001, Mr. Parham served as the Senior Vice President of Human Resources for National Service Industries, Inc. From 1999 to 2000, he served as President and Chief Operating Officer of the Polaroid Eyewear Division of Polaroid Corporation, and from 1994 to 1999, he served as Senior Vice President, Human Resources, of Polaroid Corporation.
J. David Pierson	57	Director since 2002. Mr. Pierson is Chairman, Chief Executive Officer and President of CPI Corp. (North American portrait studio operator), which position he has held since February 2002. From March 2001 to February 2002, Mr. Pierson was Chairman and Chief Executive Officer of CPI. From 1996 to 2001, Mr. Pierson served as President, Cole Licensed Brands, a division of Cole National Corporation. Prior to that time, he held a variety of executive positions with Cole Licensed Brands, including General Manager, Vice President, Operations and Manufacturing and Vice President, Operations.
Nicholas L. Reding	69	Director since 1988. Mr. Reding is former Vice Chairman of the Board of Monsanto Company (food, agriculture and pharmaceuticals), which office he held from January 1993 to December 1998. Mr. Reding is currently Chairman of the Board of Directors of both The Nidus Center for Scientific Enterprise and the Keystone Center. Mr. Reding is a director of Meredith Corporation.
Dolph W. von Arx	69	Director since 1997. Mr. von Arx is former Chairman of the Board of Isolux Corporation (fiber optic cable for medical and surgical applications), which office he held from November 1998 to February 2001. Mr. von Arx was Chairman of the Board of Morrison Restaurants, Inc. from March 1996 to June 1998. Prior to his retirement in 1991, Mr. von Arx was Chairman of the Board, President and Chief Executive Officer of Planters Lifesavers Company, an affiliate of RJR Nabisco,  Inc. Mr. von Arx is a director of Cree, Inc., and Ruby Tuesday, Inc.

55

Audit Committee of the Board of Directors

        The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Isaiah "Ike" Harris, Jr. (Chair), Claire L. Arnold, James M. Jenness and J. David Pierson. The Board of Directors has determined that Mr. Harris and Mr. Pierson are each an "audit committee financial expert" as defined under the rules of the Securities and Exchange Commission and that Mr. Harris, Mr. Pierson and each other member of the Audit Committee is independent as defined under both the listing standards of the New York Stock Exchange and Multifoods' Bylaws.

Executive Officers of Multifoods

        The following sets forth the name, age and business experience for at least the past five years of each of our executive officers as of April 16, 2004. Unless otherwise noted, the positions described are positions with Multifoods or its subsidiaries.

Name	Age	Positions Held	Period
Gary E. Costley	60	Chairman of the Board, President and Chief Executive Officer	1997 to November 2001 and March 2004 to present
		Chairman of the Board and Chief Executive Officer	November 2001 to February 2004
Frank W. Bonvino	62	Senior Vice President, General Counsel and Secretary	November 2001 to present
		Vice President, General Counsel and Secretary	1992 to 2001
John E. Byom	50	Senior Vice President Finance and Chief Financial Officer	January 2003 to present
		Vice President—Finance and Chief Financial Officer	2001 to 2002
		President, U.S. Foods	1999 to 2000
		Vice President—Finance, North America Foods	1995 to 1999
Randall W. Cochran	50	Vice President, Supply Chain	January 2002 to present
		Vice President, Manufacturing Effectiveness, the Kellogg Company (food manufacturer)	2000-2001
		Vice President, Supply Chain, the Kellogg Company—Latin America	1998-2000
Ralph P. Hargrow	52	Senior Vice President, Human Resources, Administration, Research, Development and Quality	June, 2003 to present
		Senior Vice President, Human Resources and Administration	January 2003 to June, 2003
		Vice President, Human Resources and Administration	2000 to 2002
		Vice President, Human Resources	1999 to 2000

56

Martin Jamieson	44	Vice President and President, Robin Hood Multifoods Corporation	September 2002 to present
		Vice President, North America Integration and Planning, General Mills, Inc. (food manufacturer)	2001 to 2002
		President, Pillsbury Canada Ltd. (food manufacturer)	1998 to 2001
Dennis R. Johnson	52	Vice President and Controller	September 2002 to present
		Vice President and Controller, and Vice President—Finance and Chief Financial Officer, Multifoods Distribution Group	2000 to 2002
		Vice President and Controller	1995 to 2000
Gregory J. Keup	45	Vice President and Treasurer	March 2000 to present
		Assistant Treasurer	1996 to 2000
Jill W. Schmidt	45	Vice President, Communications and Investor Relations	March 2000 to present
		Vice President, Communications	1997 to 2000
James H. White	39	Vice President and President, U.S. Consumer Products	November 2001 to present
		Category Vice President, The Pillsbury Company (food manufacturer)	1999-2001
		Business Vice President, The Pillsbury Company	1998-1999

        The executive officers of Multifoods are elected annually by the Board of Directors with the exception of the Presidents of our business units, who hold appointed offices.

Section 16(a) Beneficial Ownership Reporting Compliance

        To Multifoods' knowledge, based solely on Multifoods' records and written representations from Multifoods' executive officers and directors, Multifoods believes that, during the fiscal year ended February 28, 2004, each of its executive officers and directors has filed on a timely basis all reports required by Section 16(a) of the Securities Exchange Act of 1934.

Codes of Business Conduct and Ethics

        All of our employees and directors are bound by our Code of Business Conduct and Ethics. In addition, our Chief Executive Officer and all senior financial officers, including our Chief Financial Officer and our Principal Accounting Officer (the "Officers") are required to abide by our Code of Ethics for CEO and Senior Financial Officers. Both our Code of Business Conduct and Ethics and our Code of Ethics for CEO and Senior Financial Officers (collectively, the "Codes of Ethics") are published in the "Investor Relations" section of our web site at http:/ /www.multifoods.com and printed copies can be obtained by sending a written request to Investor Relations at International Multifoods Corporation, 110 Cheshire Lane, Minnetonka, MN 55305-1060. We intend to disclose future amendments to, or waivers from, certain provisions of these Codes of Ethics for Officers on our web site within two business days following the date of such amendment or waiver.

57

Item 11. Executive Compensation.

Summary Compensation Table

        The following table sets forth the cash compensation and certain other components of compensation for the last three fiscal years of the Chief Executive Officer of Multifoods and the four other most highly compensated executive officers of Multifoods.

		Annual Compensation							Long Term Compensation Awards
Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation			Restricted Stock Awards(3)			Securities Underlying Options(#)	All Other Compensation(10)
Gary E. Costley, Ph.D. Chairman, President and Chief Executive Officer	2004 2003 2002	$ $ $	770,000 737,917 715,000	$ $ $	0 0 0	$ $ $	0 0 0		$ $ $	605,555 601,700 631,500	(4)(5) (6) (8)	46,000 42,000 48,000	$ $ $	23,742 25,827 28,585
Dan C. Swander President and Chief Operating Officer(1)	2004 2003 2002	$ $ $	500,000 500,000 151,600	$ $ $	0 0 0	$ $ $	0 127,167 0	(2)	$ $ $	0 0 553,250	(9)	0 0 125,000	$ $ $	519,455 5,833 0	(11)
John E. Byom Senior Vice President, Finance, and Chief Financial Officer	2004 2003 2002	$ $ $	332,500 300,000 282,292	$ $ $	0 0 0	$ $ $	0 0 0		$ $ $	131,442 116,238 178,925	(4) (6) (8)	10,500 9,000 12,500	$ $ $	11,912 10,500 11,675
Frank W. Bonvino Senior Vice President, General Counsel and Secretary	2004 2003 2002	$ $ $	321,250 315,000 297,292	$ $ $	0 0 0	$ $ $	0 0 0		$ $ $	155,249 116,238 210,500	(4)(5) (6) (8)	11,000 9,000 15,000	$ $ $	11,519 11,025 11,363
Ralph P. Hargrow Senior Vice President, Human Resources, Administration, Research, Development & Quality	2004 2003 2002	$ $ $	297,917 268,333 255,000	$ $ $	0 0 0	$ $ $	0 0 0		$ $ $	133,748 119,241 178,925	(4) (6)(7) (8)	11,000 9,000 12,500	$ $ $	10,771 9,392 10,175

(1)

Mr. Swander went on a leave of absence and ceased to be an executive officer of Multifoods effective February 28, 2004. See the discussion of Mr. Swander's leave of absence agreement with Multifoods below under the heading "Employment Agreements."

(2)

The amount includes certain relocation expenses in connection with Mr. Swander's relocation from California to Minnesota, including $82,736 as tax reimbursement paid to Mr. Swander related to closing costs on the sale of his house. The amount does not include payments made pursuant to Multifoods' standard relocation policy.

(3)

The value of each restricted stock and restricted stock unit award was determined by multiplying the closing market price of Multifoods' Common Stock on the date of grant by the number of shares awarded. As of February 28, 2004, the number and value (based on the closing market price of Multifoods' Common Stock on February 27, 2004) of the aggregated restricted stock and restricted stock unit holdings of each of the named executive officers were as follows: 91,332 shares ($1,779,147) by Dr. Costley, 15,000 shares ($292,200) by Mr. Swander, 18,450 shares ($359,406) by Mr. Byom, 21,392 shares ($416,716) by Mr. Bonvino and 18,675 shares ($363,789) by Mr. Hargrow. Dividends are paid on the shares of restricted stock at the same rate as paid to all stockholders, but the executive officer is not entitled to receive such dividends unless and until the related shares vest. Dividends are not paid on the restricted stock units.

(4)

Restricted stock units were awarded to the executive officers by the Compensation Committee on June 20, 2003. The number of units awarded were as follows: 25,000 units to Dr. Costley, 5,700 units to Mr. Byom, 5,800 units to Mr. Bonvino and 5,800 units to Mr. Hargrow. These units vest in three years subject to the executive officer's continued employment with Multifoods during the 3-year period. The units also vest in the event of a change of control of Multifoods. Upon vesting of the restricted stock units, the executive officer

58

will be issued a like number of shares of Common Stock of Multifoods, subject to Multifoods' right to pay the executive officer cash in lieu of all or part of the Common Stock.

(5)

The shares of restricted stock were awarded to the executive officer by the Compensation Committee on February 9, 2004, in recognition of his achievement toward his individual stock ownership target under Multifoods' management stock ownership program. In addition, Mr. Bonvino was awarded shares of restricted stock in recognition of his performance during the prior calendar year. The total number of shares awarded were as follows: 1,500 shares to Dr. Costley and 1,110 shares to Mr. Bonvino. Dr. Costley's and Mr. Bonvino's shares vest on February 9, 2007, subject to the continued employment of the executive officer. The shares also vest in the event of a change of control of Multifoods.

(6)

Restricted stock units were awarded to the executive officers by the Compensation Committee on June 20, 2002. The number of units awarded were as follows: 22,000 units to Dr. Costley, 4,250 units to Mr. Byom, 4,250 units to Mr. Bonvino and 4,250 units to Mr. Hargrow. These units vest in three years subject to the executive officer's continued employment with Multifoods during the 3-year period. The units also vest in the event of a change of control of Multifoods. Upon vesting of the restricted stock units, the executive officer will be issued a like number of shares of Common Stock of Multifoods, subject to Multifoods' right to pay the executive officer cash in lieu of all or part of the Common Stock.

(7)

125 shares of restricted stock were awarded to Mr. Hargrow by the Compensation Committee on March 27, 2002, in recognition of his achievement toward his individual stock ownership target under Multifoods' management stock ownership program. Mr. Hargrow's shares vest on March 27, 2005, subject to his continued employment. The shares also vest in the event of a change of control of Multifoods.

(8)

Restricted stock units were awarded to the executive officers by the Compensation Committee on July 2, 2001. The number of units awarded were as follows: 30,000 units to Dr. Costley, 8,500 units to Mr. Byom, 10,000 units to Mr. Bonvino and 8,500 units to Mr. Hargrow. These units vest in three years subject to the executive officer's continued employment with Multifoods during the 3-year period. The units also vest in the event of a change of control of Multifoods. Upon vesting of the restricted stock units, the executive officer will be issued a like number of shares of Common Stock of Multifoods, subject to Multifoods' right to pay the executive officer cash in lieu of all or part of the Common Stock.

(9)

Multifoods awarded Mr. Swander 25,000 shares of restricted stock in connection with his employment with Multifoods. The shares vested or will vest in five annual installments of 5,000 shares on November 13 of each year from 2002 through 2006, subject to the continued employment of Mr. Swander. These shares also vest in the event of a change of control of Multifoods.

(10)

Except as otherwise noted, the amounts reported represent Multifoods' matching contributions to the Savings Plan and Multifoods' Supplemental Deferred Compensation Plan.

(11)

The amount includes a $500,000 severance payment made to Mr. Swander in connection with his leave of absence agreement.

59

Stock Options

        The following tables summarize stock option grants to and exercises by the executive officers named in the Summary Compensation Table above during Multifoods' fiscal year 2004 and the value of stock options held by such officers at the end of fiscal year 2004.

Option Grants in Fiscal Year 2004

	Individual Grants
							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Securities Underlying Options Granted(1)	% of Total Options Granted to Employees in Fiscal Year
Name				Exercise or Base Price ($/Share)		Expiration Date
							5%		10%
Gary E. Costley, Ph.D.	46,000	20.49	%	$	23.20	06/19/13	$	671,151	$	1,700,842
Dan C. Swander	0	0.00	%		—	—	$	0	$	0
John E. Byom	10,500	4.68	%	$	23.20	06/19/13	$	153,198	$	388,236
Frank W. Bonvino	11,000	4.90	%	$	23.20	06/19/13	$	160,493	$	406,723
Ralph P. Hargrow	11,000	4.90	%	$	23.20	06/19/13	$	160,493	$	406,723

(1)

The options were granted on June 20, 2003, have an exercise price equal to the market price of Multifoods' Common Stock on the date of grant and become exercisable over a three year period in equal annual installments. The options also become exercisable in the event of a change in control of Multifoods.

Aggregated Option Exercises in Fiscal Year 2004 and Fiscal Year End Option Values

				Number of Securities Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-the-Money Options at Fiscal Year End(1)
Name	Shares Acquired on Exercise	Value Realized
				Exercisable	Unexercisable	Exercisable		Unexercisable
Gary E. Costley, Ph.D.	0	$	0	402,250	208,750	$	989,813	$	32,313
Dan C. Swander	0	$	0	50,000	75,000	$	0	$	0
John E. Byom	0	$	0	48,134	20,667	$	244,528	$	0
Frank W. Bonvino	0	$	0	89,500	46,000	$	238,269	$	0
Ralph P. Hargrow	0	$	0	71,334	21,167	$	229,088	$	0

(1)

The value was determined by subtracting the exercise price per share from the closing market price per share of Multifoods' Common Stock on February 27, 2004.

Pension Equity Plan and Management Benefit Plan

        Multifoods maintains the Multifoods Pension Equity Plan (the "Pension Plan") for salaried and certain other employees of Multifoods and its subsidiaries who have completed one year of service with Multifoods or a subsidiary of Multifoods. The Pension Plan is a tax qualified defined benefit pension plan that provides for lump sum payments upon termination of employment. In lieu of a single lump sum payment, an employee may elect to receive immediate or deferred monthly payments for life. An employee's pension benefits are based on years of service with Multifoods and the employee's average base pay for the three consecutive calendar years in which the employee's base pay was the highest during the last ten full calendar years prior to termination of employment (the "Final Average Pay"). Base pay does not include bonuses and other additional compensation. In addition, the amount of base pay covered by the Pension Plan is limited by requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). An employee becomes vested in his or her benefits under the Pension Plan

60

after four years of service or when he or she attains age 65, if earlier. An employee who has completed ten years of service as of December 31, 1995 and whose age plus service as of December 31, 1995 totals 60 or more may elect to have his or her benefit calculated and paid in accordance with the provisions of the pension formula in effect as of December 31, 1995 under the Pension Plan. Effective March 1, 1998, the Pension Plan was amended to provide a supplemental pension benefit equal to $10 per month for each year of credited service measured from age 35, up to a maximum supplemental pension of $200 per month.

        Multifoods' Management Benefit Plan provides for the payment of additional amounts to certain key employees of Multifoods and its subsidiaries (including the executive officers named in the Summary Compensation Table) so that they will receive in the aggregate the benefits they would have been entitled to receive under the Pension Plan without the limitations imposed by the Internal Revenue Code or ERISA. The Management Benefit Plan was amended and restated effective January 1, 1997, and was further amended effective March 1, 1998. Participants in the Management Benefit Plan as of January 1, 1997 (referred to as "grandfathered" participants) generally are eligible to continue their participation under the terms of the Management Benefit Plan in effect prior to January 1, 1997. Grandfathered participants will receive in the aggregate the benefits they would have been entitled to receive under the Pension Plan formula in effect as of December 31, 1995 (regardless of whether such benefit is actually calculated under that formula) without the limitations imposed by the Internal Revenue Code or ERISA. Grandfathered participants in the Management Benefit Plan are also entitled to lifetime annual income upon retirement equal to 50% of the "Bonus Base." Individuals who become participants in the Management Benefit Plan on or after January 1, 1997 will receive in the aggregate the benefits they would have been entitled to receive under the Pension Plan formula in effect as of January 1, 1996 without the limitations imposed by the Internal Revenue Code or ERISA. Such individuals will not be entitled to any benefit based upon incentive bonuses. For employees who became participants in the Management Benefit Plan prior to March 1, 1990, the Bonus Base is the average of the five highest bonuses awarded to the participant under the Management Incentive Plan during the last ten years of employment by Multifoods prior to retirement. For employees who became participants in the Management Benefit Plan on or after March 1, 1990, the Bonus Base includes such bonuses awarded only while the employee is a participant in the Management Benefit Plan unless the Compensation Committee prescribes otherwise. The level of annual benefits is reduced if a grandfathered participant retires prior to age 62. For any other participant, the level of annual benefits is reduced if the participant retires prior to age 65. A participant in the Management Benefit Plan becomes vested in his or her benefits under the Management Benefit Plan upon completion of five years of service with Multifoods or when he or she attains age 65, if earlier.

        The following table shows the estimated combined annual amounts payable with respect to various classifications of earnings and years of service to participants in the Pension Plan who are not grandfathered participants in the Management Benefit Plan, and who retire at the normal retirement age of 65 and elect payment of a straight life annuity.

Pension Plan Table

		Years of Service
Remuneration		5 years		10 years		15 years		20 years		25 years		30 years		35 years
$	200,000	$	12,935	$	23,488	$	32,222	$	39,203	$	43,966	$	47,538	$	50,347
$	400,000	$	26,210	$	47,470	$	64,940	$	78,774	$	88,675	$	96,101	$	101,909
$	600,000	$	39,486	$	71,452	$	97,658	$	118,344	$	133,384	$	144,665	$	153,470
$	800,000	$	52,672	$	95,434	$	130,377	$	157,914	$	178,093	$	193,228	$	205,031
$	1,000,000	$	66,037	$	119,416	$	163,095	$	197,484	$	222,803	$	241,791	$	256,592
$	1,200,000	$	79,313	$	143,398	$	195,813	$	237,054	$	267,512	$	290,355	$	308,153

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        The number of years of service under the Pension Plan for each of the executive officers named in the Summary Compensation Table is as follows: Dr. Costley—7, Mr. Swander—2, Mr. Byom—25, Mr. Bonvino—32, and Mr. Hargrow—4. Dr. Costley and Messrs. Byom and Bonvino are fully vested in the Management Benefit Plan. Dr. Costley has waived his entitlement under the Management Benefit Plan to any benefit relating to incentive bonuses. In addition, Mr. Bonvino has waived his entitlement under the Management Benefit Plan to any benefit related to incentive bonuses awarded to him with respect to any fiscal year of Multifoods ending after fiscal year 1998. Messrs. Byom and Hargrow are not grandfathered participants in the Management Benefit Plan. Dr. Costley and Mr. Bonvino are grandfathered participants under the Management Benefit Plan and, therefore, the annual benefit under the Pension Plan and the Management Benefit Plan payable to Dr. Costley and Mr. Bonvino upon retirement at the normal retirement age of 65 is estimated to be $117,938 for Dr. Costley and $190,929 for Mr. Bonvino. As a result of Mr. Swander going on leave of absence status, Mr. Swander will not be eligible for benefits under the Pension Plan or the Management Benefit Plan.

Supplemental Deferred Compensation Plan

        Multifoods maintains the Supplemental Deferred Compensation Plan (the "Deferred Compensation Plan") for certain key employees of Multifoods and its subsidiaries (including the executive officers named in the Summary Compensation Table) so that they may defer on a "non-qualified" basis the amounts they could have deferred on a "qualified" basis under ERISA but for certain tax law limits imposed on qualified deferrals. The Deferred Compensation Plan became effective on April 1, 1997. The Deferred Compensation Plan was amended and restated effective on January 1, 2004.

        Under the Deferred Compensation Plan, a participant can elect to continue deferrals on a non-qualified basis if and when the participant reaches the $13,000* (for participants less than 50 years old) or $16,000* (for participants equal to or more than 50 years old) annual deferral limit under Multifoods' Employees' Voluntary Investment and Savings Plan (the "Savings Plan"). The Savings Plan is a qualified plan under ERISA and Section 401(k) of the Internal Revenue Code. A participant can also elect to defer a percentage (between 2% and 10%) of the participant's "excess covered pay," which includes compensation in excess of $205,000* that cannot be recognized under the Savings Plan, and also includes any amount that a participant elects to defer under any other non-qualified deferred compensation arrangement maintained by Multifoods. Multifoods also provides participants with matching credits on such non-qualified deferrals equal to the additional matching contribution the participant would have received under the Savings Plan if the non-qualified deferrals had instead been made under the Savings Plan. Effective January 1, 2004, the matching credits vest immediately. A participant may receive all contributions and vested portions of the matching credits upon the participant's termination of employment with Multifoods.

*

Adjusted annually as provided by federal law.

        Under a leave of absence agreement executed by Mr. Swander, he waived and relinquished continued participation in the Deferred Compensation Plan. Mr. Swander was deemed fully vested in his account and was paid the full balance of his account under the Deferred Compensation Plan.

        During fiscal year 2004, Dr. Costley and Messrs. Swander, Byom, Bonvino and Hargrow each participated in the Deferred Compensation Plan.

Employment Agreements

        On November 1, 1996, Multifoods entered into an employment agreement with Dr. Costley pursuant to which Dr. Costley became employed as Chairman of the Board, President and Chief Executive Officer for the period from January 1, 1997 through December 31, 1999, with automatic one-year renewals thereafter unless Multifoods gives notice of termination. No such notice has been

62

given to Dr. Costley. The agreement provides for an initial annual base salary of $600,000, an annual bonus (commencing with fiscal year 1998) if performance goals to be determined by the Compensation Committee are met, participation in Multifoods' employee benefit plans, and specified perquisites and relocation benefits. The agreement also provided for an award of two separate stock options to purchase an aggregate of 200,000 shares of Multifoods' Common Stock. On December 19, 1997, Dr. Costley's employment agreement was amended to terminate and cancel Dr. Costley's entitlement under the Management Benefit Plan to any benefit relating to incentive bonuses credited towards the non-qualified excess pension benefit under the Management Benefit Plan, effective retroactively to the first day of Dr. Costley's employment with Multifoods. On November 13, 2001, in connection with the appointment of Mr. Swander as the President and Chief Operating Officer of Multifoods, Dr. Costley's Employment Agreement with Multifoods was amended to change his title to Chairman of the Board and Chief Executive Officer of Multifoods. On February 28, 2004, in connection with Mr. Swander leaving Multifoods, Dr. Costley's Employment Agreement with Multifoods was amended to change his title to Chairman of the Board, President and Chief Executive Officer. Effective October 1, 2002, Dr. Costley's annual base salary was increased by $55,000 to $770,000.

        If Multifoods terminates Dr. Costley's employment for a reason other than "cause" (as defined in the agreement) or Dr. Costley resigns for "good reason" (as defined in the agreement), Dr. Costley will receive a severance payment to be made over an 18-month period based on 1.5 times his annual base salary and average bonuses for the three previous fiscal years. If Multifoods terminates Dr. Costley's employment following a "change of control" (as defined in the agreement) or if Dr. Costley resigns for any reason within 180 days after a change of control, Dr. Costley will receive a severance payment in installments over a three-year period in the aggregate amount of (i) three times his annual base salary as of the termination date, (ii) three times the average of his bonuses for the three previous fiscal years (or, if bonuses were paid for only two fiscal years, then such average will be calculated using the bonus paid for such two fiscal years) and (iii) either 65% of his annual base salary or his actual bonus for the previous fiscal year, whichever is greater. In the event that any payments by Multifoods to Dr. Costley are subject to an excise tax, including interest and penalties, under the Internal Revenue Code, Multifoods is obligated to reimburse Dr. Costley for such amounts.

        On December 23, 2003, Multifoods entered into a leave of absence agreement with Mr. Swander pursuant to which Mr. Swander remains an employee of Multifoods on leave of absence status, however, he will no longer be an executive officer of Multifoods. During his leave of absence, from February 28, 2004 through November 14, 2006, Mr. Swander is not eligible for any compensation from Multifoods except for a lump sum payment equal to his current base salary of $500,000, which amount has been paid to him. Mr. Swander agreed not to compete with Multifoods and not to solicit Multifoods' customers for a period ending February 28, 2005. Under the leave of absence agreement, Mr. Swander waived all right to receive any severance benefits or other payment under a severance agreement dated as of November 13, 2001 between Multifoods and Mr. Swander. He also waived all rights to (i) payment pursuant to any change of control of Multifoods, (ii) any benefits to which he may be entitled pursuant to the Management Benefit Plan and (iii) continued participation in the Supplemental Deferred Compensation Plan. Stock options and restricted stock previously granted to Mr. Swander will continue to vest during his leave of absence. Multifoods also agreed to reimburse Mr. Swander for certain relocation expenses if Mr. Swander and his family relocate to California during his leave of absence.

Severance Agreements and Change in Control Arrangements

        Multifoods is a party to severance agreements with Messrs. Byom, Bonvino and Hargrow. Multifoods was a party to a similar severance agreement with Mr. Swander that terminated effective upon Mr. Swander's execution of a leave of absence agreement with Multifoods. The two-year term of each agreement is automatically extended each year for one additional year unless Multifoods gives

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notice to the officer that Multifoods does not wish to extend the agreement. No such notice has been given to any executive officer. Under each agreement, Multifoods has agreed to employ the executive officer for a period of two years following a change in control of Multifoods (as defined in the agreement). Under the severance agreement for Messrs. Byom, Bonvino and Hargrow, if, during the two-year period following the change of control, the officer's employment is terminated by Multifoods for any reason other than cause, death or disability, or the officer terminates his employment for "good reason" (as defined in the agreement), Multifoods is obligated to pay to such officer, in a lump sum, the aggregate of (i) the amounts of any accrued or deferred compensation and (ii) an amount equal to 2.5 times the total of the officer's annual base salary in effect at the time of the change in control plus the average of the bonus awards paid to the officer under Multifoods' Management Incentive Plan for the three fiscal years immediately preceding the change in control, subject to increase in the event the payment or any other payments made in connection with a change in control constitute "parachute payments" under the Internal Revenue Code.

        Mr. Bonvino has an additional severance agreement with Multifoods whereby Multifoods has agreed to pay him one year's salary in the event Multifoods terminates his employment for any reason other than cause or Mr. Bonvino resigns his employment for good reason.

        Multifoods has certain other compensatory arrangements with its executive officers that will result from a change in control of Multifoods. The Management Incentive Plan provides that in the event of a change in control of Multifoods during the first six months of Multifoods' fiscal year, each participant in the Management Incentive Plan will receive an immediate cash payment equal to 100% of the target award for that fiscal year, plus 100% of the positive balance of any incentive bank maintained in the name of the participant. In the event of a change in control during the last six months of Multifoods' fiscal year, each participant will receive an immediate cash payment equal to 100% of the greater of (i) the target award for that fiscal year or (ii) the amount determined based upon the anticipated results relating to the performance objectives for that fiscal year. In addition, each participant will receive 100% of the positive balance of any incentive bank maintained in the name of the participant.

        In addition, in the event of a change in control of Multifoods, stock options outstanding under Multifoods' stock-based incentive plans that are not yet exercisable become immediately exercisable and all shares of restricted stock and restricted stock units outstanding vest in full.

        The Management Benefit Plan provides for lump sum payments to the participants in the event of a change in control of Multifoods plus an additional amount in the event the payment constitutes a "parachute payment" under the Internal Revenue Code. In addition, the Board of Directors authorized the establishment and funding of a trust for the purpose of assisting Multifoods in fulfilling its obligations to the participants in the Management Benefit Plan, which trust will become irrevocable upon the earlier of (i) a change in control of Multifoods or (ii) a favorable ruling from the Internal Revenue Service that the creation and funding of the trust does not result in constructive receipt to the participants, neither of which events has yet occurred.

        In the event of a change in control of Multifoods as of June 30, 2004, the following executive officers would be entitled to severance and other benefits under their severance agreements with Multifoods, the Management Incentive Plan, the Management Benefit Plan and the Supplemental Deferred Compensation Plan in the following approximate amounts (assuming that the executive

64

officers become entitled to severance benefits, as described above), which include so-called "golden parachute" gross-up payments.

	Severance Amount			Management Incentive Plan		Management Benefit Plan(3)		Supplemental Deferred Compensation Plan		Gross-Up Payments		Totals
Gary E. Costley	$	2,810,500		$	770,000	$	486,127	$	552,065	$	2,142,995	$	6,761,687
Dan C. Swander(1)	$	0		$	0	$	0	$	0	$	0	$	0
John E. Byom	$	825,000		$	264,000	$	100,347	$	73,276	$	471,482	$	1,734,105
Frank W. Bonvino	$	1,155,000	(2)	$	264,000	$	1,202,231	$	198,874	$	714,531	$	3,534,636
Ralph P. Hargrow	$	750,000		$	240,000	$	31,072	$	52,303	$	415,531	$	1,488,906
Totals	$	5,540,500		$	1,538,000	$	1,819,777	$	876,518	$	3,744,539	$	13,519,334

(1)

Mr. Swander went on a leave of absence and ceased to be an executive officer of Multifoods effective February 28, 2004. See the discussion of Mr. Swander's leave of absence agreement with Multifoods above under the heading "Employment Agreements."

(2)

$330,000 of Mr. Bonvino's total $1,155,000 severance amount is pursuant to the memorandum of understanding between Mr. Bonvino and Multifoods. This $330,000 amount is payable upon termination of employment regardless of whether there is a change-in-control.

(3)

Each amount listed reflects the lump-sum payment of the estimated present value (as of June 30, 2004) of a benefit that has already vested as of April 5, 2004 or, in the case of Mr. Hargrow, will vest prior to June 30, 2004.

Compensation of Directors

        Multifoods structures director compensation to attract and retain qualified non-employee directors, and to further align the interests of those directors with the interests of stockholders by linking a portion of their compensation to stock performance. Directors who are also employees of Multifoods are not separately compensated for any services provided as a director.

        Annual Retainer and Meeting Fees.    Non-employee directors receive the following fees for their service on the Board of Directors:

Annual Retainer	$30,000 ($32,500 in case of Chair of Committee)
Fee for each Board Meeting	$1,500
Fee for each Committee Meeting	$1,250

        Directors may elect to receive all or part of the amount of their annual retainer and meeting fees in shares of restricted Common Stock or options to purchase shares of Common Stock. During the fiscal year ended February 28, 2004, each non-employee director elected to take all or part of their annual retainer and meeting fees in shares of restricted Common Stock or options to purchase shares of Common Stock. Amounts received by a director also may be deferred pursuant to Multifoods' Fee Deferral Plan for Non-Employee Directors for a minimum period of two years. Interest is paid on deferred amounts at a rate that is calculated quarterly and corresponds to Multifoods' short-term borrowing rate then in effect. None of the directors deferred compensation under such plan during the fiscal year ended February 28, 2004.

        Stock Options.    On the first business day in July of each year, each non-employee director is granted a non-qualified stock option to purchase 2,500 shares of Common Stock at a purchase price per share equal to the fair market value of a share of Common Stock on such date.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        The following table sets forth, as of February 29, 2004 (unless otherwise noted), certain information with respect to:

•

all stockholders known to Multifoods to be the beneficial owners of more than 5% of Multifoods' Common Stock;



•

the beneficial ownership of Multifoods' Common Stock by each director, nominee and executive officer of Multifoods named in the Summary Compensation Table under Part III, Item 11 hereof; and



•

all directors and executive officers of Multifoods as a group.

        Unless otherwise noted, the stockholders listed in the table have sole voting and investment powers with respect to the shares of Common Stock owned by them. As of February 29, 2004, there were 19,340,185 shares of Multifoods Common Stock outstanding.

Name	Number of Shares of Multifoods Common Stock Beneficially Owned		Percent of Outstanding Shares of Multifoods Common Stock
Capital Group International, Inc.	2,019,380	(1)	10.44	%
Archer Daniels Midland Company	1,621,650	(2)	8.38	%
Putnam, LLC. d/b/a Putnam Investments	1,414,857	(3)	7.32	%
GAMCO Investors, Inc.	1,247,100	(4)	6.45	%
Gary E. Costley, Ph.D.	474,924	(5)(6)	2.41	%
Frank W. Bonvino	117,465	(5)(6)	*
Dan C. Swander	75,570	(5)(6)	*
Ralph P. Hargrow	75,518	(5)(6)	*
John E. Byom	55,345	(5)(6)	*
Nicholas L. Reding	36,406	(5)	*
Claire L. Arnold	27,268	(5)	*
Dolph W. von Arx	27,131	(5)	*
James M. Jenness	7,902	(5)	*
Joseph G. Parham, Jr.	4,050	(5)	*
Isaiah "Ike" Harris, Jr.	3,917	(5)	*
J. David Pierson	2,885	(5)	*
All Executive Officers and Directors as a Group (18 persons)	1,083,661	(7)	5.36	%

*

Less than 1.0%

(1)

Capital Group International, Inc. ("CGII"), 11100 Santa Monica Boulevard, Los Angeles, CA 90025, in a joint filing with its subsidiary Capital Guardian Trust Company ("CGTC"), reported on a Schedule 13G, dated February 10, 2004, filed with the Securities and Exchange Commission, that CGII has sole voting power with respect to 1,373,280, of the shares and sole dispositive power with respect to all of the shares; and that CGTC has sole voting power with respect to 1,274,700 of the shares and sole dispositive power with respect to 1,920,800 of the shares. CGII reported that it is the holding company of a group of investment management companies, which include a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 and several investment advisors registered under Section 203 of the Investment Advisors Act of 1940, that provide investment

66

advisory and management services for their respective clients (including registered investment companies and institutional accounts). In addition, CGII disclaims beneficial ownership of all of the shares reported on the Schedule 13G and further reported that it does not have investment power or voting power over any of the shares. CGTC disclaims beneficial ownership of all of the 1,920,800 shares reported to be beneficially owned by CGTC on the Schedule 13G. CGII and certain of its affiliates reported on an amended Schedule 13G, dated April 8, 2004, filed with the Securities Exchange Commission, that, as of March 31, 2004, the reporting persons beneficially owned 871,480 shares of Multifoods common stock.

(2)

The information was reported by Archer Daniels Midland Company, 4666 Faries Parkway, Decatur, IL 62526, on an amended Schedule 13D, dated June 4, 1993.

(3)

Putnam, LLC. d/b/a Putnam Investments ("PI"), One Post Office Square, Boston, MA 02109, in a joint filing with Marsh & McLennan Companies, Inc. ("MMC"), Putnam Investment Management, LLC ("PIM") and The Putnam Advisory Company LLC ("PAC"), reported on a Schedule 13G, dated February 9, 2004, filed with the Securities and Exchange Commission, that PI has shared voting power with respect to 581,410 of the shares and shared dispositive power with respect to all of the shares; that PIM beneficially owns, and has shared dispositive power with respect to, 710,200 of the shares; and that PAC beneficially owns, and has shared dispositive power with respect to, 704,657 of the shares and has shared voting power with respect to 581,410 of the shares. PI, MMC, PIM and PAC reported that no single person other than the person filing the Schedule 13G have an economic interest in the shares which relates to more than 5% of the class of shares. In addition, PI and MMC disclaim beneficial ownership of all of the shares reported on the Schedule 13G and further reported that neither of them have any power to vote or dispose of, or direct the voting or disposition of, any of such shares.

(4)

GAMCO Investors, Inc. ("GAMCO"), One Corporate Center, Rye, New York 10580, in a joint filing with Gabelli Funds, LLC ("Gabelli Funds"), reported on a Schedule 13D, dated December 16, 2003, filed with the Securities and Exchange Commission, that GAMCO beneficially owns and has sole dispositive power with respect to 1,127,100 of the shares and has sole voting power with respect to 979,100 of the shares; and that Gabelli Funds beneficially owns and has sole dispositive power with respect to 120,000 of the shares. GAMCO reported that it does not have the authority to vote 148,000 of the shares. Gabelli Funds reported that it has sole dispositive power and voting power with respect to the shares held by Gabelli Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer. GAMCO and certain of its affiliates reported on an amended Schedule 13D, dated March 29, 2004, filed with the Securities and Exchange Commission, that, as of March 29, 2004, the reporting persons beneficially owned 1,456,100 shares of Multifoods Common Stock.

(5)

The total number of shares beneficially owned by the following persons includes the following number of shares issuable pursuant to stock options that are currently exercisable or will be exercisable within 60 days of February 29, 2004: Dr. Costley—402,250; Mr. Bonvino—89,500; Mr. Swander—50,000; Mr. Hargrow—71,334; Mr. Byom—48,134; Mr. Reding—17,000; Ms. Arnold—21,944; Mr. von Arx—20,554; Mr. Jenness—5,000; Mr. Parham—2,858; Mr. Harris—2,500; and Mr. Pierson—2,500. Certain of these persons also beneficially own restricted stock, the shares of which are also included in the total number of shares beneficially owned.

(6)

The total number of shares beneficially owned by the following persons includes the following number of shares held in trust for the benefit of the participant under the Employees' Voluntary Investment Savings Plan of Multifoods (the "Savings Plan"): Dr. Costley—5,442, Mr. Bonvino—10,671, Mr. Swander—570; Mr. Hargrow—1,148; and Mr. Byom—6,061.

(7)

Includes 869,677 shares issuable pursuant to stock options that are currently exercisable or will be exercisable within 60 days of February 29, 2004 and 41,117 shares held in trust for the benefit of

67

the executive officers under the Savings Plan. Certain of these persons also beneficially own restricted stock, the shares of which are also included in the total number of shares beneficially owned.

        On March 7, 2004, the Board of Directors of Multifoods approved the merger of Multifoods with and into MIX Acquisition Corporation ("MIX Acquisition"), a newly formed Delaware corporation and a direct, wholly owned subsidiary of The J.M. Smucker Company ("Smucker"), on the terms and subject to the conditions of the Agreement and Plan of Merger dated March 7, 2004 between Multifoods, Smucker and MIX Acquisition. MIX Acquisition will be the surviving company of the merger and will remain a wholly owned subsidiary of Smucker. The separate corporate existence of Multifoods will cease at the effective time of the merger. The merger is currently expected to close by the end of June 2004.

        For purposes of computing the market value of our Common Stock held by non-affiliates of Multifoods on the cover page of this Report, all executive officers and directors of Multifoods are considered to be affiliates of Multifoods. This does not represent an admission by us or any such person as to the affiliate status of such person.

Equity Compensation Plan Information

	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	2,093,311	(1)	$	19.34	233,716	(2)
Equity compensation plans not approved by security holders	5,302	(3)		27.75	0
Total	2,098,613		$	19.36	233,716

(1)

Consists of 1,912,761 outstanding stock options and 180,550 outstanding restricted stock units.

(2)

The following numbers of shares remained available for issuance under each of our equity compensation plans at February 28, 2004. Grants under these plans may be in the form of any of the listed types of awards:

Plan	Number of Shares	Type of Award
Amended and Restated 1989 Stock-Based Incentive Plan	22,726	Stock options, restricted stock
1997 Stock-Based Incentive Plan	210,990	Stock options, restricted stock, restricted stock units, stock appreciation rights

(3)

Stock options granted to Daryl R. Schaller pursuant to Non-Qualified Stock Option Agreement dated July 1, 1998 (the "Schaller Option Agreement") in consideration for consulting services to be provided by Dr. Schaller to Multifoods. Under the terms of the Schaller Option Agreement, Dr. Schaller was granted non-qualified stock options to purchase 5,302 shares of Multifoods Common Stock at an exercise price of $27.75. The options vested on July 1, 1999 and have a term of ten years expiring June 30, 2008

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Item 13. Certain Relationships and Related Transactions.

        Multifoods is a party to two supply agreements with ADM Milling Co., a wholly-owned subsidiary of Archer Daniels Midland Company ("ADM"). Archer Daniels Midland Company is a beneficial owner of more than 5% of Multifoods' Common Stock. Pursuant to the supply agreements, Multifoods has agreed to purchase from ADM Milling, and ADM Milling has agreed to manufacture and sell to Multifoods, certain minimum quantities of flour, corn meal, corn grit and mix products for use in connection with certain of Multifoods' businesses. The purchase prices paid by Multifoods for products purchased under the supply agreements are determined by application of a "cost plus yield rate" formula as defined in each supply agreement. During fiscal year 2004, Multifoods purchased approximately $64.19 million of products from ADM, including the purchase of products under the ADM Milling supply agreements. Multifoods expects the supply agreements to continue during Multifoods' 2005 fiscal year.

Item 14. Principal Accountant Fees and Services.

        KPMG LLP acts as the principal accountant for Multifoods and also provides certain audit-related, tax and other services. The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by KPMG LLP for Multifoods subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities and Exchange Act of 1934 (the "Exchange Act"), which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more Audit Committee members when appropriate, to grant pre-approvals of audit and permitted non-audit services, provided that the decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled regular meeting.

        Except as otherwise noted, all of the services described below for fiscal year 2004 were preapproved by the Audit Committee.

        Audit Fees.    Audit fees billed or expected to be billed to Multifoods by KPMG LLP for the audit of Multifoods' financial statements and for reviews of the financial statements included in Multifoods' quarterly reports on Form 10-Q totaled $433,000 for the fiscal year ended February 28, 2004 and $570,300 for the fiscal year ended March 1, 2003.

        Audit-Related Fees.    Audit-related fees billed or expected to be billed to Multifoods by KPMG LLP for assurance and related services that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under "Audit Fees" above totaled $40,300 for the fiscal year ended February 28, 2004 and $33,100 for the fiscal year ended March 1, 2003. These fees were for audit-related work consisting of audits of Multifoods' benefits plans and an audit in fiscal year 2004 of certain capital expenditures. Of the $40,300 of audit-related fees paid for fiscal year 2004, approximately 15% of such fees were approved by the Audit Committee pursuant to Section 2-01(c)(7)(i)(C) of Regulation S-X under the Exchange Act.

        Tax Fees.    Tax fees billed or expected to be billed to Multifoods by KPMG LLP for professional services for tax compliance, tax advice and tax planning totaled $16,700 for the fiscal year ended February 28, 2004 and $73, 200 for the fiscal year ended March 1, 2003.

        All Other Fees.    There were no fees, other than those set forth above under "Audit Fees", "Audit-Related Fees" and "Tax Fees", billed or expected to be billed to Multifoods by KPMG LLP for the last two fiscal years ended February 28, 2004 and March 1, 2003.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)

Documents Filed as a Part of this Report

1.     Financial Statements.

        The following consolidated financial statements of International Multifoods Corporation and subsidiaries and the Report of Independent Auditors thereon, are included under Part II, Item 8, hereof:

Consolidated Statements of Operations—Years ended
February 28, 2004, March 1, 2003 and March 2, 2002

Consolidated Balance Sheets—February 28, 2004 and March 1, 2003
Consolidated Statements of Cash Flows—Years ended

February 28, 2004, March 1, 2003 and March 2, 2002
Consolidated Statements of Shareholders' Equity—Years ended

February 28, 2004, March 1, 2003 and March 2, 2002
Notes to Consolidated Financial Statements

Report of Independent Auditors

2.     Financial Statement Schedules

        The consolidated financial statement schedule of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon required to be filed as part of this Report are listed below and are included at the end of this Report.

Independent Auditors' Report

Schedule II—Valuation and Qualifying Accounts

        All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

3.     Exhibits

3.1	Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
3.2	Bylaws of International Multifoods Corporation, as amended to date.
4.1	Amended and Restated Credit Agreement, dated August 8, 2003, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, U.S. Bank National Association, as U.S. Administrative Agent and Canadian Administrative Agent, and The Bank of Nova Scotia, as Canadian Funding Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Current Report on Form 8-K dated August 11, 2003).

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4.2	Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).
4.3	Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).
	Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated subsidiaries.
10.1	Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent, as amended (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form 8-A dated September 22, 2000 and Exhibit 1 to Amendment No. 1 to Registration Statement on Form 8-A/A dated March 11, 2004).
10.2	1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).*
10.3	Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993 and Exhibits 10.1 and 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).*
10.4	1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).*
10.5	Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998, as amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*
10.6	Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).*
10.7	Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*

71

10.8	Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*
10.9	Supplemental Deferred Compensation Plan of International Multifoods Corporation, Amended and Restated Effective January 1, 2004.*
10.10	Amendment to Employment Agreement, dated February 28, 2004, between International Multifoods Corporation and Gary E. Costley.*
10.11	Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).*
10.12	Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.13	Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1999).*
10.14	Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).*
10.15	Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.17 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*
10.16	Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.18 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*
10.17	Leave of Absence Agreement dated, December 23, 2004, between International Multifoods Corporation and Dan C. Swander.*
10.18	Letter agreement, dated March 12, 2001, between James H. White and International Multifoods Corporation regarding offer of employment (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).*
10.19	Non-Qualified Stock Option Agreement, dated as of July 1, 1998, between International Multifoods Corporation and Daryl Schaller (incorporated herein by reference to Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).

72

10.20	Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.21	Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*
10.22	Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.23	Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.24	Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation, as amended by Closing Agreement, dated November 13, 2001, as further amended by Omnibus Amendment Agreement, dated as of January 16, 2003 (incorporated herein by reference to Exhibits 2.1 and 2.2 to Multifoods' Current Report on Form 8-K dated November 13, 2001 and Exhibit 10.1 to Multifoods' Current Report on Form 8-K dated January 27, 2003).
10.25	Retail Trademark License Agreement, dated November 13, 2001, as amended, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 and Exhibit 10.29 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).
10.26	Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated July 30, 2002).
10.27	Agreement and Plan of Merger, dated March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation and MIX Acquisition Corporation (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated March 7, 2004).
10.28	JMS Shareholders Agreement and Irrevocable Proxy, dated March 7, 2004, between International Multifoods Corporation and the Shareholders identified on the signature page thereto (incorporated herein by reference to Exhibit 2.2 to Multifoods' Current Report on Form 8-K dated March 7, 2004).
11	Computation of Earnings (Loss) Per Common Share.
12	Computation of Ratio of Earnings to Fixed Charges.
21	List of significant subsidiaries of International Multifoods Corporation.
23	Consent of KPMG LLP.

73

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer Pursuant to 18.U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of this Report.

(b)

Reports on Form 8-K

During the quarter ended February 28, 2004, Multifoods furnished (1) a Current Report on Form 8-K dated December 5, 2003, relating to Dan C. Swander, former President and Chief Operating Officer, leaving the company at the end of February 2004, and (2) a Current Report on Form 8-K dated January 6, 2004, relating to Multifoods' financial results for its third quarter ended November 29, 2003.

(c)

See Exhibit Index and Exhibits attached to this Report.



(d)

See Financial Statement Schedule included at the end of this Report.

74

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERNATIONAL MULTIFOODS CORPORATION
Dated: April 27, 2004	By	/s/  GARY E. COSTLEY Gary E. Costley, Ph.D. Chairman of the Board, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/  GARY E. COSTLEY Gary E. Costley, Ph.D.	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director	April 27, 2004
/s/  JOHN E. BYOM John E. Byom	Senior Vice President—Finance, and Chief Financial Officer (Principal Financial Officer)	April 27, 2004
/s/  DENNIS R. JOHNSON Dennis R. Johnson	Vice President and Controller (Principal Accounting Officer)	April 27, 2004
/s/  CLAIRE L. ARNOLD Claire L. Arnold	Director	April 27, 2004
/s/  ISAIAH HARRIS, JR. Isaiah "Ike" Harris, Jr.	Director	April 27, 2004
/s/  JAMES M. JENNESS James M. Jenness	Director	April 27, 2004
/s/  JOSEPH G. PARHAM, JR. Joseph G. Parham, Jr.	Director	April 27, 2004
/s/  J. DAVID PIERSON J. David Pierson	Director	April 27, 2004

75

/s/  NICHOLAS L. REDING Nicholas L. Reding	Director	April 27, 2004
/s/  DOLPH W. VON ARX Dolph W. von Arx	Director	April 27, 2004

76

Independent Auditors' Report

The Board of Directors and Shareholders of
International Multifoods Corporation:

        Under date of March 30, 2004, we reported on the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 2004 and March 1, 2003, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended February 28, 2004, as contained in the Form 10-K for the fiscal year ended February 28, 2004. These consolidated financial statements and our report thereon are included herein for the fiscal year ended February 28, 2004. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule listed in Item 15. The consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statement schedule based on our audits.

        In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

KPMG LLP

Minneapolis, Minnesota
March 30, 2004

Schedule II

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended Feb. 28, 2004
(in thousands)

			Additions
Description	Balance at beginning of year		Net charges to costs and expenses		Deductions			Balance at end of year
Allowance deducted from assets for doubtful receivables:
Year ended Feb. 28, 2004	$	1,272	$	1,966	$	818	(a)	$	2,420
Year ended March 1, 2003	$	675	$	1,058	$	461	(a)	$	1,272
Year ended March 2, 2002	$	1,255	$	863	$	1,443	(a)	$	675

Note: (a) Includes accounts charged off, net of recoveries, and foreign currency translation adjustments, which arise from changes in current rates of exchange.

Exhibit Index

3.1	Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
3.2	Bylaws of International Multifoods Corporation, as amended to date.
4.1	Amended and Restated Credit Agreement, dated August 8, 2003, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, U.S. Bank National Association, as U.S. Administrative Agent and Canadian Administrative Agent, and The Bank of Nova Scotia, as Canadian Funding Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Current Report on Form 8-K dated August 11, 2003).
4.2	Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).
4.3	Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).
	Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated subsidiaries.
10.1	Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent, as amended (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form 8-A dated September 22, 2000 and Exhibit 1 to Amendment No. 1 to Registration Statement on Form 8-A/A dated March 11, 2004).
10.2	1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).*
10.3	Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993 and Exhibits 10.1 and 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).*
10.4	1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).*
10.5	Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998, as amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*

10.6	Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).*
10.7	Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.8	Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*
10.9	Supplemental Deferred Compensation Plan of International Multifoods Corporation, Amended and Restated Effective January 1, 2004.*
10.10	Amendment to Employment Agreement, dated February 28, 2004, between International Multifoods Corporation and Gary E. Costley.*
10.11	Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).*
10.12	Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.13	Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1999).*
10.14	Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).*
10.15	Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.17 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*
10.16	Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.18 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*
10.17	Leave of Absence Agreement dated, December 23, 2004, between International Multifoods Corporation and Dan C. Swander.*

10.18	Letter agreement, dated March 12, 2001, between James H. White and International Multifoods Corporation regarding offer of employment (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).*
10.19	Non-Qualified Stock Option Agreement, dated as of July 1, 1998, between International Multifoods Corporation and Daryl Schaller (incorporated herein by reference to Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).
10.20	Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.21	Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*
10.22	Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.23	Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.24	Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation, as amended by Closing Agreement, dated November 13, 2001, as further amended by Omnibus Amendment Agreement, dated as of January 16, 2003 (incorporated herein by reference to Exhibits 2.1 and 2.2 to Multifoods' Current Report on Form 8-K dated November 13, 2001 and Exhibit 10.1 to Multifoods' Current Report on Form 8-K dated January 27, 2003).
10.25	Retail Trademark License Agreement, dated November 13, 2001, as amended, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 and Exhibit 10.29 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 1, 2003).
10.26	Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated July 30, 2002).
10.27	Agreement and Plan of Merger, dated March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation and MIX Acquisition Corporation (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated March 7, 2004).
10.28	JMS Shareholders Agreement and Irrevocable Proxy, dated March 7, 2004, between International Multifoods Corporation and the Shareholders identified on the signature page thereto (incorporated herein by reference to Exhibit 2.2 to Multifoods' Current Report on Form 8-K dated March 7, 2004).
11	Computation of Earnings (Loss) Per Common Share.
12	Computation of Ratio of Earnings to Fixed Charges.

21	List of significant subsidiaries of International Multifoods Corporation.
23	Consent of KPMG LLP.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer Pursuant to 18.U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of this Report.

QuickLinks

FORM 10-K TABLE OF CONTENTS
PART I

Item 1. Business.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Report of Independent Auditors

INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Statements of Operations
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Balance Sheets
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Statements of Cash Flows
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures

PART III

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

SIGNATURES
Independent Auditors' Report
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Valuation and Qualifying Accounts Three years ended Feb. 28, 2004 (in thousands)
Exhibit Index

EX-3.2

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Exhibit 3.2

BYLAWS OF
INTERNATIONAL MULTIFOODS CORPORATION
(A Delaware Corporation)

ARTICLE I

Meetings of Stockholders

        Section 1.Annual Meeting.    The annual meeting of the stockholders of International Multifoods Corporation (hereinafter called the "Corporation") for the election of directors and for the transaction of such other business as may come before the meeting shall be held on the third Friday in June in each year, or on such other date as determined by the Board of Directors (hereinafter called the "Board"). The annual meeting shall be held at such time as shall be designated by the Board, the Chairman of the Board, or the President.

        Section 2.Special Meetings.    Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or by the Chairman of the Board.

        Section 3.Notice of Meetings.    Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board shall fix after the adjournment a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 4.Place of Meetings.    Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof.

        Section 5.Quorum.    At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except when stockholders are required to vote by class, in which event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxy, or except as otherwise provided by statute or in the Certificate of Incorporation. In the absence of a quorum, the holders of a majority of the votes of the shares of stock present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting

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from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

        Section 6.Organization.    At each meeting of the stockholders, the Chairman of the Board, or in the absence or inability to act of the Chairman of the Board, the Chairman of the Executive Committee, or in the absence of both the Chairman of the Board and the Chairman of the Executive Committee, the President, or in the absence of the President, that Vice President who is present shall preside as shall be determined from time to time by the Board or, in absence of any such determination, that Vice President who is present who is oldest in seniority of service in that office, or if two or more have equal service, who is oldest in age, shall act as chairman of the meeting. The Secretary, or, in his absence or inability to act, an Assistant Secretary or any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

        Section 7.Order of Business.    The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

        Section 8.Voting.    Except as otherwise provided by statute, the Certificate of Incorporation, or any certificate duly filed in the State of Delaware pursuant to Section 151 of the Delaware General Corporation Law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Except as otherwise provided by statute, these Bylaws, or the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, or when stockholders are required to vote by class by a majority of the votes of the appropriate class, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

        Section 9.List of Stockholders.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        Section 10.Inspectors.    The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournments thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before

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entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.

        Section 11.Stockholder Action.    Except as otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

        Section 12.Business to be Conducted.    (a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the procedures set forth in this Section 12. For business to be properly brought before an annual meeting by a stockholder, such business must be a proper subject for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely for the 2000 annual meeting, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the annual meeting. To be timely for the 2001 annual meeting and for each annual meeting thereafter, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting has been changed by more than thirty (30) calendar days from the prior year, notice by the stockholder to be timely must be so received not later than the later of ninety (90) calendar days prior to such annual meeting or ten (10) calendar days following the day on which public announcement of such meeting is first made. Except to the extent otherwise required by law, in no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. A stockholder's notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address of the stockholder proposing such business, (iii) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder, (iv) any material interest of such stockholder in such business, and (v) such other information regarding such business as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission if such business had been proposed by the Board of Directors. Notwithstanding anything in the Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting, and the chairman of the meeting shall refuse to acknowledge the proposal of any such business, except in accordance with the provisions of this Section 12. The officer of the Corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and, if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

        (b)   At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

        (c)   Notwithstanding this Section 12, only persons who are nominated in accordance with the procedures set forth in Article Thirteenth of the Certificate of Incorporation shall be eligible for election as directors.

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        (d)   For purposes of this Bylaw, "public announcement" shall mean disclosure (i) when made in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, (ii) when filed in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or (iii) when mailed as the notice of the meeting pursuant to Section 3 of this Article.

ARTICLE II

Board of Directors

        Section 1.General Powers.    The business and affairs of the Corporation shall be managed by the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

        Section 2.Number and Qualifications.    The Board shall consist of not less than three nor more than twelve directors. Only the directors, by a vote of a majority of the entire Board or amendment of these Bylaws, shall have the power from time to time to increase or decrease the number of directors to constitute the entire Board; but no decrease in the number of directors shall shorten the term of any incumbent director. Any change in the number of directors which is so made by the Board shall be effective until such number be again so changed by the Board. Each director shall be at least twenty-one years of age. Directors need not be stockholders of the Corporation.

        Section 3.Election and Term.    Except as provided in Paragraph (6) of Article Thirteenth of the Certificate of Incorporation relating to cumulative voting for the election of directors in certain instances at an annual or special meeting of stockholders, the directors shall be elected at the annual meeting of stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such election shall be elected. The directors, other than the directors who may be elected by the holders of any class or series of stock of the Corporation having preference over the Common Stock as to the election of directors under certain specified circumstances, shall be divided into three classes as provided in the Certificate of Incorporation: Class I to hold office initially for a term expiring at the 1986 Annual Meeting of Stockholders, Class II to hold office initially for a term expiring at the 1987 Annual Meeting of Stockholders and Class III to hold office initially for a term expiring at the 1988 Annual Meeting of Stockholders, with such directors to hold office until their successors are elected and qualified. At each annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a three-year term expiring at the annual meeting of stockholders held in the third year following the year of their election. Except as otherwise fixed pursuant to the provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having preference as to the election of directors under certain circumstances, an increase or decrease shall be apportioned among the classes so as to maintain, as nearly as possible, an equal number of directors in each class. Any director elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no event will a decrease in the number of directors shorten the term of any incumbent director.

        Section 4.Place of Meetings.    Meetings of the Board may be held at such place, within or without the State of Delaware, as the Board may from time to time determine or as shall be specified in the notice or waiver of notice of such meeting.

        Section 5.First Meeting.    The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of

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Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 8 of this Article II.

        Section 6.Regular Meetings.    Regular meetings of the Board shall be held at such time and place as the Board may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these Bylaws.

        Section 7.Special Meetings.    Special meetings of the Board may be called by two or more directors of the Corporation or by the Chairman of the Board.

        Section 8.Notice of Meetings.    Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 8, in which notice shall be stated the time and place (within or without the State of Delaware) of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph, cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to him at his residence, or usual place of business, at least three days before the day on which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these Bylaws, a notice or waiver of notice of any regular or special meeting need not state the purposes of such meeting.

        Section 9.Quorum and Manner of Acting.    At all meetings of the Board a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business; provided, however, that

(i)

if the Chairman of the Board, if there is then elected and acting a Chairman of the Board, is present at any meeting of the Board; or



(ii)

if by reason of catastrophe or emergency due to enemy action or otherwise a majority of the entire Board is not available or capable of acting

one-third of the entire Board, but not less in any event than two directors, shall constitute a quorum for the transaction of business at any meeting of the Board.

        The act of a majority of the directors present at any meeting at which there is a quorum, as herein provided, shall be the act of the Board, except as may be otherwise specifically provided by law or by the Certificate of Incorporation or by these Bylaws.

        In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time and place, or such meeting, unless it be the first meeting of the Board, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article III of these Bylaws, the directors shall act only as a Board and the individual directors shall have no power as such.

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        Section 10.Organization.    At each meeting of the Board, the Chairman of the Board (or, if there is no Chairman of the Board, or in his absence or inability to act, the President of the Corporation, or, in his absence or inability to act, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof.

        Section 11.Resignations.    Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 12.Vacancies.    Any director elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no event will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining terms as that of his or her predecessor. If there are no directors in office, then an election of directors may be held in the manner provided by statutes. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or holders of at least ten percent of the votes of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Except as otherwise provided in these Bylaws, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

        Section 13.Removal of Directors.    A director may be removed only for cause by the affirmative vote of a majority of the Board of Directors or a majority of the votes of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose.

        Section 14.Compensation.    The Board shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided, no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

        Section 15.Action Without Meeting.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

        Section 16.Telephone Conference Meetings.    The members of the Board or any committee thereof designated by the Board, may participate in a meeting of the Board or any such committee of the Board by means of conference telephone by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 16 of Article II shall constitute presence in person at such meeting.

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        Section 17.Independent Directors.    (a) Majority of Board's Nominees in Annual Proxy Statement for Election to Board of Directors to be Independent. A majority of the individuals to constitute the nominees of the Board of Directors for the election of whom the Board will solicit proxies from the stockholders for use at the Corporation's annual meeting shall consist of individuals who, on the date of their selection as the nominees of the Board of Directors, would be Independent Directors.

        (b)Directors Elected by Board of Directors.    In the event the Board of Directors elects directors between annual meetings of stockholders, the number of such directors who qualify as Independent Directors on the date of their nomination shall be such that the majority of all directors holding office immediately thereafter shall have been Independent Directors on the date of the first of their nomination or selection as nominees of the Board of Directors.

        (c)Definition of Independent Director.    For purposes of this Bylaw, the term "Independent Director" shall mean a director who: (i) is not and has not been employed, or whose immediate family member is not or has not been employed in an executive capacity, by the Corporation or its subsidiaries within three years immediately prior to the annual meeting at which the nominees of the Board of Directors will be voted upon; (ii) is not (and is not affiliated with a company or firm that is) a significant advisor or consultant to the Corporation or its subsidiaries; (iii) is not affiliated with a significant customer or supplier of the Corporation or its subsidiaries; (iv) does not have significant personal services contract(s) with the Corporation or its subsidiaries; (v) is not affiliated with a tax-exempt entity that receives significant contributions from the Corporation or its subsidiaries; (vi) is not an immediate family member of any person described by (ii) through (v); and (vii) meets the requirements for director independence as established from time-to-time by the rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. For purposes of this Bylaw, "immediate family member" means a person's spouse, parent, sibling, child, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than domestic employees) who shares such person's home.

        (d)Interpretation and Application of This Bylaw.    The Board of Directors shall have the exclusive right and power to interpret and apply the provisions of this Bylaw, including, without limitation, the adoption of written definitions of terms used in and guidelines for the application of this Bylaw (any such definitions and guidelines shall be filed with the Secretary, and such definitions and guidelines as may prevail shall be made available to any stockholder upon written request); any such definitions or guidelines and any other interpretation or application of the provisions of this Bylaw made in good faith shall be binding and conclusive upon all holders of the issued and outstanding capital stock of the Corporation, provided that, in the case of any interpretation or application of this Bylaw by the Board of Directors to a specific person which results in such person being classified as an Independent Director, the Board of Directors shall have determined that such person is independent of management and free from any relationship that, in the opinion of the Board of Directors, would interfere with such person's exercise of independent judgment as a Board member.

ARTICLE III

Executive and Other Committees

        Section 1.Executive and Other Committees.    The Board may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more committees, each committee to consist of three or more of the directors of the Corporation. The Board may designate one or more directors as alternative members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution shall have and may exercise all powers of the Board in the management of the business and affairs of the Corporation which the Board may lawfully delegate, including the power to declare dividends and to

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authorize the issuance of stock, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration.

        Section 2.General.    A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Special meetings of any committee may also be called by the Chairman of the Board. Notice of such meetings shall be given to each member of the committee in the manner provided for in Article II, Section 8. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

        Section 3.Audit, Compensation and Human Resources and Nominating and Corporate Governance Committees.    The Board may, by resolution passed by a majority of the whole Board and in accordance with Section 1 of this Article III, designate an Audit Committee, a Compensation and Human Resources Committee and/or a Nominating and Corporate Governance Committee, each of which shall have such duties as may be assigned by the Board from time to time. Each member of the Audit Committee, the Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee shall be an Independent Director (as that term is defined in Article II, Section 17 (c) of these Bylaws).

ARTICLE IV

Officers

        Section 1.Number and Qualifications.    All officers of the Corporation shall be elected or appointed by the Board. The officers shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and a Controller. The Board may also elect a Chairman of the Board, a Vice Chairman of the Board, a Chairman of the Executive Committee, and one or more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers, and the Board may designate any Vice President as an Executive Vice President, a Senior Vice President, or a Group Vice President. Any two or more offices may be held by the same person. The Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, and the President shall be chosen from among the directors, but no other officer need be a director.

        Section 2.Resignations.    Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 3.Removal.    Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board at any meeting of the Board, or, except in the case of an officer or agent elected or appointed by the Board, by the Chairman of the Board. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

        Section 4.Vacancies.    A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these Bylaws for the regular election or appointment to such office.

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        Section 5.The Chairman of the Board.    The Chairman of the Board shall preside at and be Chairman of all meetings of the stockholders and of the Board, if present. The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general supervision and authority over the business and affairs of the Corporation subject to the control of the Board, and he shall perform such other duties as may be prescribed from time to time by the Board. In the absence or inability of the Chairman of the Board to act, or in the event of a vacancy in the office of Chairman of the Board, the President of the Corporation shall have all the rights and powers and shall perform all the duties of the Chairman of the Board as are vested in or required of him by these Bylaws.

        Section 6.The President.    The President shall be the chief operating officer of the Corporation and shall perform such duties as may be prescribed from time to time by the Chairman of the Board.

        Section 7.Vice Presidents.    Each Vice President shall perform such duties and have such powers as shall from time to time be prescribed by the Board or as shall from time to time be assigned to him by the Chairman of the Board.

        Section 8.Secretary.    The Secretary shall act as custodian of the minutes of all meetings of the Board and of the stockholders and any committees of the Board which keep formal minutes, shall have charge of the corporate seal and the corporate minute books and shall make such reports and perform such other duties as may be assigned to him from time to time by the Board or the Chairman of the Board. The Assistant Secretaries, or any of them, shall perform such duties of the Secretary as may from time to time be assigned to them by the Board, the Chairman of the Board, or the Secretary.

        Section 9.Treasurer.    The Treasurer shall have custody of all moneys and securities of the Corporation, and shall have responsibility for disbursement of the funds of the Corporation and shall make payment of the just demands on the Corporation as may be ordered by the Board, shall invest surplus cash of the Corporation and manage its investment portfolio under the direction of the Board, shall prepare and file tax returns and pay all proper taxes of the Corporation and shall render to the Board from time to time as may be required of him an account of all his transactions and activities as Treasurer. The Treasurer shall also perform such other duties as may be assigned to him from time to time by the Board, the Chairman of the Board or by the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time. The Assistant Treasurers, or any of them, shall perform such of the duties of the Treasurer as may from time to time be assigned to them by the Board, the Chairman of the Board or the Vice President-Finance, if there be an officer elected by the Board and serving in that office at the time, or the Treasurer.

        Section 10.Controller.    The Controller shall provide and maintain a system of accounts and accounting records of the Corporation, shall prepare from time to time and render to the Board accounts of the financial condition of the Corporation as may be required, shall provide and administer a system of internal financial controls, and shall audit the books, records and affairs of the Corporation. The Controller shall also perform such other duties as may from time to time be assigned to him by the Board, the Chairman of the Board or by the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time. The Assistant Controllers, or any of them, shall perform such of the duties of the Controller as may from time to time be assigned to them by the Board, the Chairman of the Board, the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time, or the Controller.

        Section 11.Other Officers and Agents.    The Board may from time to time appoint such other officers and agents as it shall deem proper. Each person so appointed shall hold the office to which appointed at the pleasure of the Board and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

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        Section 12.Delegation of Authority.    In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate for the time being the powers and duties of any of them to such other officer or person as the Board shall determine.

        Section 13.Officers' Bonds or Other Securities.    If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require.

        Section 14.Compensation.    The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board; provided, however, that the Board may delegate to a committee designated by the Board the power to fix the compensation of officers of the Corporation. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to him.

        Section 15.Voting Corporation's Securities.    The Chairman of the Board shall have full power and authority on behalf of the Corporation, in person or by proxy, to attend and to act and to vote at any meetings of security holders of corporations in which the Corporation may hold securities, and at such meetings, he or his proxy shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which as the owner thereof the Corporation might have possessed or exercised, if present. The Board may by resolution from time to time confer like powers upon any other person or persons.

ARTICLE V

Indemnification

        Section 1.Director Liability.    A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of the proposed amendment of Article FIFTEENTH of the Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this Section 1 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

        Section 2.Indemnification.    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all

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expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this Article V with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

        Section 3.Suits by Indemnitees.    If a claim under Section 2 of this Article V is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.

        Section 4.Non-Exclusive Nature of Indemnification.    The rights to indemnification and to the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 5.Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or other corporation, partnership, joint

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venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

        Section 6.Other Designated Persons Entitled to Indemnification.    The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

        Section 7.Indemnification Agreements.    The Corporation shall have the express authority to enter such agreements as the board of directors deems appropriate for the indemnification of present or future directors and officers of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation.

ARTICLE VI

Deeds, Contract, Checks, Drafts, Bank Accounts, Etc.

        Section 1.Deeds, Contracts and Other Instruments.    Deeds, mortgages, leases, contracts, and other instruments requiring the signature of the Corporation shall be signed in such manner and by such officer or officers or other person or persons as the Board may from time to time prescribe. Unless authorized by the Board, an officer or agent or employee shall not have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

        Section 2.Checks, Drafts and Notes.    All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as may from time to time be designated by the Board or by any officer or officers or person or persons authorized to so designate by the Board. Facsimile signatures may be authorized in any such case where authorized by the Board.

        Section 3.Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation, or in such other manner as the Board may determine by resolution.

        Section 4.General and Special Bank Accounts.    The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VII

Shares, Etc.

        Section 1.Stock Certificates.    Each holder of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock

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of the Corporation owned by him. The certificates representing shares of stock shall be signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed); provided, however, if such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

        Section 2.Books of Account and Record of Stockholders.    The books and records of the Corporation may be kept at such places, within or without the State of Delaware, as the Board may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board.

        Section 3.Transfer of Shares.    Transfer of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer.

        Section 4.Regulations.    The Board may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

        Section 5.Lost, Destroyed or Mutilated Certificates.    The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost, stolen, or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware.

        Section 6.Stockholder's Right of Inspection.    No stockholder shall have any right to inspect any book, account, record or other document of the Corporation unless such right shall be conferred upon him by an express statutory provision or by resolution duly adopted by the Board or by the stockholders.

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        Section 7.Fixing of Record Date.    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VIII

Catastrophe or Emergency Conditions

        Section 1.Emergency Management Committee.    Anything in these Bylaws to the contrary notwithstanding, the management of the property and business of the Corporation shall automatically vest in the Emergency Management Committee, hereafter provided for, during any period of catastrophe or emergency due to enemy action or otherwise where as a result a quorum of the Board is not available or capable of acting.

        Section 2.Selection and Powers.    The Board may from time to time determine who shall be members of the Emergency Management Committee, the number thereof required to constitute a quorum, and the powers which such committee shall have. Unless and until so determined by the Board the following shall apply:

Members.    The members of the Emergency Management Committee shall consist of all readily available directors and all readily available officers of the Corporation other than Assistant Secretaries and Assistant Treasurers. Two members shall constitute a quorum; and

Powers.    During the period of catastrophe or emergency and until a quorum of the Board can be convened, the Emergency Management Committee shall have and exercise all powers and duties of the Board in the management of the property and business of the Corporation; provided, however, that such committee shall be without power

        (a)   to fill vacancies in the Board of any committee; or

        (b)   to sell, mortgage or otherwise dispose of all or any substantial portion of the Corporation's assets; or

        (c)   to authorize any contract other than in the ordinary course of business.

        Section 3.Assumption of Offices During Emergency.    The Board or the Executive Committee may by resolution determine what person or persons shall during any period of emergency or catastrophe, when the office of the President or any other office be vacant or the President or any other officer be absent or unable to act, assume the power and duties of the President or of any other officer of the Corporation, the manner of selecting the same, and under what circumstances and for what duration they shall act. The person or persons so appointed, shall during any such period have and exercise all of the powers and duties of the President or such other office.

        Section 4.Board of Directors to Resume Control.    The Emergency Management Committee shall attempt to convene a quorum of the Board at the earliest possible date after the occurrence of an event described in Section 1 of this Article VIII. In the event that it appears impossible to convene such a quorum, the Emergency Management Committee shall call a special meeting of stockholders at the earliest practicable date to remove directors who are unable to act and to elect new directors to fill vacancies caused by death or by such removals. As soon as a quorum can be convened, the Board shall

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resume the management of the property and business of the Corporation, and the Emergency Management Committee shall thereupon be discharged.

        Section 5.Powers of Board of Directors.    The Board is hereby authorized from time to time to make any other or additional or contrary provisions for the continued management of the property and business of the Corporation during any period of catastrophe or emergency of sufficient severity to prevent the Board from exercising such management as contemplated in these Bylaws.

ARTICLE IX

Offices

        Section 1.Registered Office.    The registered office of the Corporation in the State of Delaware shall at be 1209 Orange Street, Wilmington, Delaware. The name of the resident agent in charge thereof shall be The Corporation Trust Company.

        Section 2.Other Offices.    The Corporation may also have an office or offices other than said principal office at such place or places, either within or without the State of Delaware, as the Board shall from time to time determine or the business of the Corporation may require.

ARTICLE X

Fiscal Year

        The fiscal year of the Corporation shall end on the Saturday nearest to the last day of February in each year unless otherwise determined by the Board.

ARTICLE XI

Seal

        The Board shall provide a corporate seal, which shall be in the form of the name of the Corporation and the words "Corporate Seal, Delaware."

ARTICLE XII

Amendments

        Except for Section 11 of Article I and Sections 3, 12 and 13 of Article II of these Bylaws, these Bylaws may be amended or repealed, or new Bylaws may be adopted, at any annual or special meeting of the stockholders, by a majority of the total votes validly cast thereon provided, however, that the notice of such meeting shall have been given as provided in these Bylaws, which notice shall mention that amendment or repeal of these Bylaws, or the adoption of new Bylaws, is one of the purposes of such meeting. These Bylaws may also be amended or repealed, or new Bylaws may be adopted, by the Board; provided, however, that Bylaws adopted by the Board may be amended or repealed by the stockholders as hereinabove provided. Notwithstanding the foregoing, Section 11 of Article I and Sections 3, 12 and 13 of Article II of these Bylaws shall not be altered, amended or repealed and no provisions inconsistent therewith shall be adopted without the affirmative vote of the holders of 80% of all shares of stock of the Corporation entitled to vote on all matters that may come before each meeting of stockholders, voting together without regard to class.

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QuickLinks

BYLAWS OF INTERNATIONAL MULTIFOODS CORPORATION (A Delaware Corporation)
ARTICLE I Meetings of Stockholders
ARTICLE II Board of Directors
ARTICLE III Executive and Other Committees
ARTICLE IV Officers
ARTICLE V Indemnification
ARTICLE VI Deeds, Contract, Checks, Drafts, Bank Accounts, Etc.
ARTICLE VII Shares, Etc.
ARTICLE VIII Catastrophe or Emergency Conditions
ARTICLE IX Offices
ARTICLE X Fiscal Year
ARTICLE XI Seal
ARTICLE XII Amendments

EX-10.9

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Exhibit 10.9

SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF

INTERNATIONAL MULTIFOODS CORPORATION

Amended and Restated Effective January 1, 2004

SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION

SECTION 1.
DECLARATION

        1.1   The Supplemental Deferred Compensation Plan of International Multifoods Corporation was established as of April 1, 1997, as a means of providing deferred compensation benefits to a select group of executives of International Multifoods Corporation and its consolidated subsidiaries whose pre-tax contributions are otherwise limited under the VISA Plan.

        1.2   This January 1, 2004 restatement shall apply to Participants with Accounts in the Plan on or after that date.

        1.3   This Plan has been established and will be maintained as a non-qualified form of executive deferred compensation, in accordance with Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

SECTION 2.
DEFINITIONS

        2.1   The terms defined in this Section 2 shall, for all purposes of this Plan, have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires:

        2.1.1    "Account" means the account established for a Participant under this Plan to reflect his or her credits under this Plan. The Account shall include a subaccount to reflect deferred compensation credits under Section 4.1, and a subaccount to reflect matching credits under Section 4.2. Interest credits under Section 4.3 of this Plan shall be reflected in each such subaccount.

        2.1.2    "Affected Participant" means:

        (a)   any Participant who is an Employee on the Date of a Change in Control of the Company except any Participant who has delivered to the Company, prior to the Date of Change in Control of the Company, a signed letter stating that such Participant has elected not to receive the lump sum payment contemplated and provided for in Section 5.4 hereof in the event of a Change in Control of the Company; provided, however, that any such Participant shall have the right to withdraw such election by delivering a signed letter to that effect to the Company at any time prior to the Date of a Change in Control of the Company; and

        (b)   any Participant who: (i) on the Date of a Change in Control of the Company is a retired Employee, or a former Employee who at the time of termination of employment was vested in his or her Account, or the beneficiary of any such retired Employee or former vested Employee ("Retired Employee"), and (ii) has delivered to the Company, prior to the Date of a Change in Control of the Company, a signed letter electing to receive, upon the occurrence of a Change in Control of the Company, in the form of a lump sum, the benefits payable to such Participant as of the Date of a Change in Control of the Company; provided, however, that any such Participant shall have the right to withdraw such election by delivering a signed letter to that effect to the Company, at any time prior to the Date of a Change in Control of the Company.

        2.1.3    "Change in Control of the Company" means any one of the following:

        (a)   the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the

combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control of the Company: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.1.3; or

        (b)   individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or

        (c)   consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company, providing for such Business Combination; or

        (d)   approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

        2.1.4    "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        2.1.5    "Committee" means the Compensation and Human Resources Committee of the Board of Directors of International Multifoods Corporation, or its successor group.

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        2.1.6    "Company" or "Multifoods" means International Multifoods Corporation, a Delaware corporation, and its successors and assigns.

        2.1.7    "Effective Date" means January 1, 1997.

        2.1.8    "Employee" means any person including any officer, employed on a regular, full-time, salaried basis by the Employer.

        2.1.9    "Employer" means the Company or any of its subsidiaries.

        2.1.10    "Excess Covered Pay" means the Participant's "Covered Pay" (as defined in the VISA Plan) in excess of the limit imposed under Code section 401(a)(17), plus the amounts deferred at the election of the Participant under any nonqualified deferred compensation plan or arrangement approved by the Committee, and amounts waived by the Participant under any waiver arrangement approved by the Committee, to the extent that such amount are not included in Covered Pay under the VISA Plan.

        2.1.11    "Participant" means an Employee who has been designated by the Board of Directors of Multifoods, or the Committee, to participate in this Plan in accordance with the provision of Section 3 of this Plan.

        2.1.12    "Plan" means this Supplemental Deferred Compensation Plan of International Multifoods Corporation, as originally adopted or, if amended or supplemented or restated, as so amended or supplemented or restated.

        2.1.13    "VISA Plan" means the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation, as originally adopted or, if amended or supplemented or restated, as so amended or supplemented or restated.

SECTION 3.
ELIGIBILITY AND VESTING

        3.1    ELIGIBILITY

        3.1.1    Any executive of the Employer shall be eligible for consideration as a Participant in this Plan.

        3.1.2    It shall be the prerogative of the Board of Directors of Multifoods, or the Committee, to designate an Employee as a Participant under this Plan. The Board of Directors of Multifoods, or the Committee, in designating Participants shall give full consideration to recommendations submitted by the Chairman of the Board of Directors of Multifoods.

        3.1.3    An Employee designated as a Participant under this Plan will commence participation as soon as administratively practicable after he or she is notified of such designation by the Company (or, if later, as of the date the Employee first becomes eligible to participate in the VISA Plan).

        3.1.4    An Employee designated as a Participant under this Plan will continue as a Participant under this Plan until death, termination of employment, or until removed from participation by the Board of Directors of Multifoods, or by the Committee. However, the Plan is intended to cover only those Employees who are in a select group of management or highly compensated employees within the meaning of Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and, accordingly, if any interpretation is issued by the Department of Labor that would exclude any Employee from satisfying that requirement, such Employee immediately will cease to be a Participant.

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        3.2    VESTING

        A Participant shall at all times have a fully vested and nonforfeitable interest in his or her Account under the Plan.

SECTION 4.
ACCOUNT CREDITS AND CHARGES

        4.1    DEFERRED COMPENSATION CREDITS

        4.1.1    A Participant may elect either or both of the following:

        (a)   A Participant may elect that, if his or her "Before-Tax Contributions" under the VISA Plan for a calendar year are limited under Code section 402(g) (or, if the Participant is eligible for "Catch-Up Before-Tax Contributions" under the VISA Plan, if his or her Before-Tax Contributions are limited by the combined limit under Code sections 402(g) and 414(v)), such additional amounts as would have been contributed as Before-Tax Contributions under the VISA Plan if such limit did not apply (based upon the actual deferral elections made by the Participant under the VISA Plan) shall instead be deferred under this Plan.

        In the case of a Participant who becomes a Participant in the year in which he or she is first hired as an Employee, the Board of Directors of Multifoods or the Committee may, in its sole discretion, waive for the year in which he or she becomes a Participant the requirement that he or she have reached the applicable limit specified above under the VISA Plan before he or she is allowed to defer under this Plan, provided that the Participant certifies that he or she has reached the applicable limit under a qualified plan maintained by his or her prior employer during such year.

        (b)   A Participant may elect to defer a percentage of his or her Excess Covered Pay under this Plan. The amount of the deferral may equal any whole percentage, but not less than 2% or more than 10% of his or her Excess Covered Pay.

        The Account of each Participant shall be credited as of the last day of each calendar quarter during the year with the amount deferred by the Participant for such calendar quarter.

        A Participant who wishes to defer amounts hereunder for a calendar year must execute a salary reduction agreement and file the same with Multifoods prior to the first day of the calendar year (or, in the case of an employee who commences participation during the calendar year, prior to date on which he or she commences participation). Such salary reduction agreement shall be irrevocable for the calendar year. An election made by a Participant for a calendar year shall continue in effect for the next and subsequent calendar years until revoked or modified by the Participant prior to the first day of a calendar year.

        4.2    MATCHING CREDITS

        4.2.1    The Account of each Participant shall be credited as of the last day of each calendar quarter during the year with a matching credit equal to the additional amount (if any) that would have been contributed for payroll periods ending within such quarter as a "Matching Contribution" under the VISA Plan (other than a "true-up" Matching Contribution) if the deferred compensation credits under this Plan for such calendar quarter had been made as "Before-Tax Contributions" under the VISA Plan and if the Excess Covered Pay of such Participant were recognized for purposes of applying the matching formula under the VISA Plan. However, notwithstanding the prior sentence, additional credits shall not be added under this Plan prior to the calendar quarter after the calendar quarter in which the Participant's aggregate Covered Pay (as defined in the VISA Plan) and Excess Covered Pay for the year equals the compensation limit in effect for the calendar year under Code section 401(a)(17).

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        4.2.2    A "true-up" matching credit will be added to the Account of a Participant as of the last day of the calendar year if such Participant is an Employee on the last day of the calendar year and a true-up Matching Contribution is added to his or her account under the VISA Plan. The amount of the true-up matching credit under this Plan will equal the additional amount (if any) that would have been contributed for the Plan Year as a true-up Matching Contribution under the VISA Plan if the deferred compensation credits under this Plan for the Plan Year had been made as "Before-Tax Contributions" under the VISA Plan and if the Excess Covered Pay of such Participant were recognized for purposes of applying the true-up matching formula under the VISA Plan.

        4.3    INTEREST CREDITS

        The Account of each Participant (and each subaccount thereunder) shall be credited as of the last day of each calendar quarter during the year with interest at a rate equal to one quarter of the annual rate reported for such date (or the next preceding business day) in the Federal Reserve Statistical Release as the yield on U.S. Treasury bills with a constant maturity of 10 years. Such interest shall be credited based on the balance of the Account (or subaccount) as of the first day of the calendar quarter, reduced by any withdrawals or distributions made from the Account (or subaccount) during the calendar quarter (but not increased for deferred compensation or matching credits made for the calendar quarter).

        4.4    DISTRIBUTION/WITHDRAWAL CHARGE

        The Account of each Participant shall be charged with any distribution or withdrawal as of the date of the distribution or withdrawal.

SECTION 5.
BENEFITS

        5.1    BENEFIT PAYABLE TO PARTICIPANT

        5.1.1    The balance of a Participant's Account shall be paid (or start to be paid) to the Participant as soon as administratively practicable following the termination of employment of the Participant.

        5.1.2    The balance of a Participant's Account shall be paid in either of the following forms as elected by the Participant:

        (a)   A single lump-sum payment.

        (b)   A series of substantially equal annual installments over a period not exceeding the lesser of 10 years or the life expectancy of the Participant.

The election of an alternative payment form must be made contemporaneously with the first salary reduction agreement entered into by the Participant for this Plan.

        5.1.3    Notwithstanding any provisions to the contrary contained in this Plan, if the balance of the Participant's Account is $10,000 or less as of his or her termination of employment, such balance shall be paid in the form of a single lump-sum payment as soon as administratively practicable following termination of employment.

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        5.2    BENEFIT PAYABLE UPON DEATH

        If a Participant dies before full payment of the balance of his or her Account under this Plan, the remaining balance shall be paid to his or her beneficiary as soon as administratively practicable after the Participant's death. Such balance shall be paid in a single lump-sum payment.

        A Participant's "beneficiary" for this purpose means any person (including a trust) designated in writing by the Participant to receive the death benefit payable under this Plan. If no such designation is made by the Participant, or if such designation fails, in whole or in part, by reason of the prior death of such person or for any other cause, then the Participant's "beneficiary" shall mean the surviving spouse of the Participant, if one shall then survive; or, if not, then the surviving issue of the Participant per stirpes and not per capita; or, if no issue survive the Participant, then the executor, administrator or personal representative of the estate of the deceased Participant.

        5.3    HARDSHIP WITHDRAWALS

        If a Participant demonstrates to the satisfaction of the Committee that he or she is facing a financial hardship (as defined below), he or she may withdraw in a single lump-sum all or any portion of his or her Account.

        A "financial hardship" for this purpose means a need that is determined by the Committee to be an immediate and heavy financial need that arises from an unforseen emergency affecting the Participant and that cannot be satisfied through other resources that are reasonably available to the Participant.

        5.4    CHANGE IN CONTROL OF THE COMPANY

        Notwithstanding any provisions to the contrary contained in this Plan, upon the occurrence of a Change in Control of the Company, the fact and the date ("Date") of which is to be determined finally and conclusively by the Chief Executive Officer of the Company or by the Vice-President—Finance and Chief Financial Officer of the Company, to be evidenced by a letter signed by such officer, addressed and delivered to the Committee, the Company shall pay, or cause to be paid, to each Affected Participant under this Plan in lieu of any benefits (excluding benefits paid to any Affected Participant prior to the Date of a Change in Control of the Company) payable pursuant to Sections 5.1 through 5.3 hereof, automatically and simultaneously, without any further action, determination or notice of any kind, a lump sum in an amount equal to the balance (or the remaining balance) of his or her Account under this Plan.

        If a Change in Control of the Company occurs and both the Chief Executive Officer of the Company and the Vice President-Finance and Chief Financial Officer of the Company fail, for any reason whatsoever, to sign, address and deliver to the Committee the letter described above in this Section 5.4, such failure shall not affect in any manner the obligation of the Company or the full right, title and interest of each Affected Participant under this Plan to receive from the Company the full amount of the lump sum payment determined and calculated in accordance with the forgoing provisions of this Section 5.4, subject to adjustment pursuant to the provisions of Section 5.5 hereof; and the entitlement of each Affected Participant to receive such sum from the Company shall be valid and enforceable by each Affected Participant in any state or federal court having jurisdiction thereof.

        5.5    PARACHUTE PAYMENTS

        In the event it shall be determined that any payment by the Company to or for the benefit of the Participant hereunder determined without regard to any additional payments required under this Section 5.5 (a "Payment") would be subject to the excise tax imposed by Code section 4999 or any interest or penalties are incurred by the Affected Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Affected Participant shall be entitled to receive an additional payment (a "Gross-Up

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Payment") in an amount such that after payment by the Affected Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Affected Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

        For purposes of these calculations, all applicable amounts shall be determined by the Company's independent auditors.

SECTION 6.
LIABILITY OF COMPANY

        6.1    The benefits of this Plan shall be paid by Multifoods or any of its consolidated subsidiaries or by a trust established by the Company for this purpose. The amounts of all benefits under the Plan, shall be provided for in such manner and form as shall be approved, from time to time, by the Board of Directors or the Committee, to assure that funds will be available to pay all such amounts when due, to Participants under the Plan.

        6.2    A Participant who has a benefit under this Plan shall be an unsecured general creditor of the Company as to the payment of any benefit under the Plan.

SECTION 7.
ADMINISTRATION

        7.1    Except for the functions reserved to the Company, the Board of Directors of the Company, the Chairman of the Board of Directors of the Company or a trustee, if any, appointed by the Company, the administration of the Plan shall be the responsibility of the Committee.

        7.2    The Committee shall have the power and the duty to take all actions necessary and proper to carry out the provisions of this Plan. The determinations of the Committee shall be final and binding, unless the Board of Directors of Multifoods modifies or reverses the determination made by the Committee.

        7.3    In administering the Plan, the Committee shall:

(a)

designate Participants and furnish them, upon request, with copies of the Plan;



(b)

instruct the Company (or trustee, if any) as to payments to be made under this Plan;



(c)

make and enforce such rules and regulations as it shall deem proper from time to time for the administration of this Plan;



(d)

interpret the Plan (in its discretion) to resolve ambiguities, inconsistencies and omissions, which interpretations shall be final and binding unless the Board of Directors of Multifoods modifies or reverses the interpretation made by the Committee;



(e)

determine the amount of credits in accordance with Section 4 of this Plan and the amount of benefits payable in accordance with Section 5 of this Plan; and



(f)

take whatever action is necessary in fulfilling the purposes and intent of this Plan.

        7.4    The Committee may appoint a person or persons to act in the day-to-day administration of the Plan, which person or persons may or may not be a Participant or a member of the Committee.

        7.5    Except in circumstances involving bad faith, no member of the Committee, the Board of Directors of the Company or the Chairman of the Board of Directors of the Company, or any person assisting in the Plan administration, shall be liable, in respect to this Plan, for any act whether of commission or omission taken by any other member of the Committee, officer, agent or employee of

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the Company or any of its consolidated subsidiaries, or for anything done or omitted to be done by any member of the Committee, officer, agent or employee of the Company. Any person claiming under this Plan shall look solely to the Company for redress.

SECTION 8.
AMENDMENT AND TERMINATION

        8.l    The Board of Directors of the Company shall have the power to suspend or terminate this Plan in whole or in part at any time, and from time to time to extend, modify, amend or revise this Plan in such respects as the Board of Directors of Multifoods by resolution may deem advisable; provided that no such extension, modification, amendment or revision shall deprive a Participant or any beneficiary designated by a Participant, of any portion of his or her Account under this Plan determined as of the date of such action. Notwithstanding the foregoing, any amendment of Section 4.3 regarding the rate used for interest credits may apply to all interest credits after the date the amendment is adopted, including credits with respect to existing Account balances. The fact that a director is, has been, or will be a Participant in this Plan shall not disqualify such Participant from voting as a director for or against an extension, discontinuance, modification, amendment or revision of this Plan or any part thereof.

        8.2    The Company intends to continue this Plan indefinitely, but nevertheless assumes no contractual obligation, other than as specifically provided herein, beyond the guarantee of the benefits payable under this Plan.

        8.3    If this Plan is terminated by the Board of Directors of Multifoods under and pursuant to the provisions of this Section 8, the balance of the Participant's Account determined as of the date of termination shall be paid in the form of a single lump-sum payment as soon as administratively practicable following the termination of the Plan. Payment of a lump-sum shall be in full satisfaction of all benefits otherwise payable under this Plan.

SECTION 9.
MISCELLANEOUS

        9.l    This Plan is not a contract between the Employer and any Participant or beneficiary, and nothing herein shall affect the right of the Employer to discharge an Employee.

        9.2    Except to the extent required by law, no benefit hereunder shall be subject to anticipation, alienation, garnishment, sale, pledge, transfer, encumbrance, judgment or damage. Any attempt at such may cause the Committee to cancel the benefit, or pay it otherwise for the use of the Participant or beneficiary.

        9.3    If the Committee determines that a person entitled to benefits hereunder is incompetent, it may cause benefits to be paid to another person for the use of the Participant or beneficiary, in total discharge of the Plan's obligations.

        9.4    The provisions of the Plan shall be construed and governed under the laws of the State of Minnesota, unless and except as preempted by federal law; provided, however, that the provisions of any trust agreement relating to a trust established for the purpose of accumulating assets to assist the Company in fulfilling the obligations of the Company under this Plan shall be construed and under the laws of the jurisdiction stated in such trust agreement.

        9.5    In determining entitlement to benefits and in calculating the amount of any credits to Participants and benefits payable to Participants under this Plan which are based or predicated upon the VISA Plan, the terms and conditions (including, without limitations, any provisions governing payment options available to Participants) of the VISA Plan shall govern and control, except as specifically provided otherwise in this Plan.

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SUPPLEMENTAL DEFERRED COMPENSATION PLAN OF INTERNATIONAL MULTIFOODS CORPORATION
SECTION 1. DECLARATION
SECTION 2. DEFINITIONS
SECTION 3. ELIGIBILITY AND VESTING
SECTION 4. ACCOUNT CREDITS AND CHARGES
SECTION 5. BENEFITS
SECTION 6. LIABILITY OF COMPANY
SECTION 7. ADMINISTRATION
SECTION 8. AMENDMENT AND TERMINATION
SECTION 9. MISCELLANEOUS

EX-10.10

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Exhibit 10.10

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

        THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT ("Third Amendment") is made as of the 28^th day of February, 2004, by and between International Multifoods Corporation, a Delaware corporation (the "Corporation") and Gary E. Costley, a resident of Wayzata, Minnesota (the "Executive").

        WHEREAS, the Corporation and Executive entered into an Employment Agreement, dated as of November 1, 1996, and amended such agreement by First Amendment to Employment Agreement, dated as of December 19, 1997, and Second Amendment to Employment Agreement, dated as of November 13, 2001 (collectively, the "Employment Agreement"); and

        WHEREAS, the Board of Directors of the Corporation elected the Executive to the additional offices of President of the Corporation effective as of February 28, 2004, because of the relinquishment by Dan C. Swander of the office of President of the Corporation effective as of February 28, 2004 under and pursuant to the terms of a Leave of Absence Agreement, dated December 23, 2003, between the Corporation and Dan C. Swander.

        NOW, THEREFORE, effective as February 28, 2004, the Employment Agreement is amended as follows:

1.

The title of the Executive as "Chairman of the Board and Chief Executive Officer", wherever such title appears in the Employment Agreement, shall be changed to "Chairman of the Board, President and Chief Executive Officer".



2.

Except as amended hereby, all other terms and conditions set forth and contained in the Employment Agreement shall remain unchanged and continue in full force and effect

        IN WITNESS WHEREOF, the Corporation and the Executive have caused this Third Amendment to be duly executed and delivered as of the date and year first above written.

International Multifoods Corporation
By:	/s/  RALPH P. HARGROW Ralph P. Hargrow
Its:	Senior Vice President, Human Resources, Administration, Research, Development and Quality
/s/  GARY E. COSTLEY Gary E. Costley

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.17

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Exhibit 10.17

LEAVE OF ABSENCE AGREEMENT

        This LEAVE OF ABSENCE AGREEMENT, by and between International Multifoods Corporation, a Delaware corporation (the "Company"), and Dan C. Swander (the "Executive"), is executed as of this 23rd day of December, 2004.

        WHEREAS, Executive has served as the President and Chief Operating Officer of the Company since November 13, 2001; and

        WHEREAS, this Agreement sets forth the arrangements with respect to Executive's resignation as an officer of the Company effective February 28, 2004 (the "Effective Date"), and related matters.

        NOW, THEREFORE, IN CONSIDERATION OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, IT IS HEREBY AGREED AS FOLLOWS:

        1.    Resignation.    As of the Effective Date, Executive is relieved of all of his titles, duties, responsibilities and authority as an officer and otherwise with respect to the Company, its business and/or operations.

        2.    Leave of Absence.    For the period beginning on the Effective Date and continuing through November 14, 2006, Executive will be an employee of the Company on a leave of absence (the "Leave of Absence"). Executive will not be entitled to receive any compensation during the Leave of Absence except as specifically set forth in this Agreement. At the end of the Leave of Absence, Executive's employment will be terminated by the Company without any further action by the Company or Executive. With respect to the Leave of Absence, Executive and the Company agree as follows:

        (a)    Salary Continuation.    Following the Effective Date, and in addition to compensation payable to Executive for his services through the Effective Date, Executive will receive a gross amount equal to his current annual base salary (that is, $500,000) ("Salary Continuation Amount"), payable in a lump sum on the first business day after the rescission period described in the Release (as defined below), if: (i) Executive has signed and not rescinded this Agreement and the Release during the rescission period referred to in the Release and (ii) Executive has not breached his obligations pursuant to this Agreement or the Release.

        (b)    Vacation.    On the Effective Date, the Company will pay Executive for all accrued but unused vacation. Executive will not accrue additional vacation time after the Effective Date.

        (c)    Severance Agreements.    Executive hereby waives and relinquishes, as of the Effective Date, all rights to receive any severance benefits or other payment under (i) the Severance Agreement (Termination of Employment) dated as of November 13, 2001 between the Company and Executive and (ii) the Severance Agreement (Change of Control) dated as of November 13, 2001. As of the Effective Date, Executive has no further rights under either Severance Agreement.

        (d)    Stock Options and Restricted Stock.    The stock options granted to Executive pursuant to the Non-Qualified Stock Option Agreement between the Company and Executive dated as of November 13, 2001 (the "Stock Option Agreement") and the restricted stock granted to Executive pursuant to the Restricted Stock Award Agreement between the Company and Executive dated as of November 13, 2001 (the "Restricted Stock Agreement"), which are the only grants of stock options or restricted stock that have been made to Executive, will continue to vest during the Leave of Absence in accordance with the terms of such agreements and the Company's 1997 Stock-Based Incentive Plan (the "1997 Plan"). In accordance with the terms of the Stock Option Agreement and the 1997 Plan, Executive will

be entitled to exercise the options subject to the Stock Option Agreement for three (3) months following the termination of his employment at the end of the Leave of Absence.

        (e)    Pension Equity Plan.    Executive will not accrue any additional benefit under the Company's Pension Equity Plan (the "Pension Plan") during the Leave of Absence. Executive will continue to earn vesting service under the Pension Plan for up to one year of the Leave of Absence (the "First Year"), but will not have sufficient service at the end of such period to be vested in a benefit under the Pension Plan.

        (f)    Management Benefit Plan.    Executive hereby waives and relinquishes, as of the Effective Date, any benefit to which he may be entitled under the Management Benefit Plan.

        (g)    401(k) Retirement Plan.    Executive will be allowed to withdraw his balance from the Employees' Voluntary Investment and Savings Plan of the Company, as amended from time to time (the "VISA Plan"), under the normal rules of the VISA Plan, which generally allow in-service withdrawals after age 59¹/2. Executive will continue to earn vesting service under the VISA Plan for the First Year.

        (h)    Supplemental Deferred Compensation Plan.    Executive hereby waives and relinquishes, as of the Effective Date, continued participation in the Supplemental Deferred Compensation Plan, as amended from time to time (the "Supplemental Plan"). Executive will be fully vested in his Account under the Supplemental Plan, and the Company and the Executive agree that the full balance of the Account under this Supplemental Plan will be paid to the Executive on, or as soon as practicable after, the Effective Date.

        (i)    Health and Welfare Benefits.    Executive may continue to participate in the Company's medical and dental plan during the Leave of Absence under the same terms and conditions, and at the same premium rates, as generally apply to similarly situated active employees. Expiration of the Leave of Absence will be considered a COBRA-qualifying event; Executive will be eligible for continuation of coverage under COBRA under the same terms and conditions as any other COBRA-eligible employee or former employee and the Company will provide its standard COBRA notice to Executive. Executive will remit his share of the monthly premium to the Company on or before the first day of each month for which he wishes to continue coverage. To permit the Company to determine during the COBRA period whether to cease providing medical or dental insurance coverage to Executive, Executive will promptly and fully disclose to the Company in writing the fact that he has become eligible for comparable group medical or dental insurance coverage from any other employer. Executive will repay any amounts paid by the Company for medical or dental insurance premiums that would not have been paid hereunder but for Executive's failure or unwillingness to make such disclosures.

        (j)    Workers Compensation.    During the Leave of Absence, the Company will continue to list Executive on its list of employees for purposes of workers' compensation.

        (k)    Expense Reimbursement.    The Company will reimburse Executive for his regular and necessary business expenses incurred through the Effective Date according to the Company's regular policies and practices. Executive will submit all his requests for such reimbursement to the Company no later than the Effective Date and the Company will make such reimbursement payment to Executive within 15 business days after Executive submits his reimbursement request to the Company.

        (l)    Agreement to Consult.    At the Company's reasonable request and upon reasonable notice, Executive will, from time to time until February 28, 2005, discuss and consult with the Company regarding business matters that he was directly and substantially involved with while employed by the Company; provided, however, that any such request for consulting services by

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the Company shall not unreasonably interfere with Executive's schedule and availability to provide such consulting services at the time or times requested by the Company. The Company will promptly reimburse Executive for his out-of-pocket costs and expenses in connection with any services he may provide under the immediately preceding sentence in accordance with the Company's reimbursement procedures for business expenses as it may exist from time to time.

        (m)    Relocation Reimbursement.    At any time during the Leave of Absence, the Company will, at the written request of Executive, reimburse Executive for (i) Executive's actual real estate commission and closing costs incurred and paid by Executive with respect to the sale of Executive's current residence located at 100 Birch Bluff Road, Tonka Bay, Minnesota, and (ii) Executive's actual and direct costs incurred and paid with respect to the shipment of Executive's household goods to a location designated by Executive in the State of California; in an amount not to exceed $140,000, in the aggregate, if (i) Executive and his family relocate to the State of California during the Leave of Absence; and (ii) Executive has not received or is entitled to receive a relocation payment or reimbursement from any third party employer.

        3.    Non-Compete and Other Covenants of Executive.

        (a)    Covenant Not to Compete.    Until February 28, 2005, Executive will not engage in, whether as a principal, agent, investor, employee, employer, consultant, shareholder, partner, or in any other individual or representative capacity whatsoever, anywhere in the United States of America, or its territories or possessions, and Mexico and Canada, any business in competition with the manufacturing businesses conducted by the Company, or any subsidiary of the Company, at the Effective Date; provided, however that Executive may own up to one percent (1%) of any outstanding class of equity securities of a company engaged in any manufacturing business conducted by the Company at the Effective Date, that are publicly traded on a domestic or foreign stock exchange or on a domestic or foreign over the counter market, without violating this covenant not to compete. In the event that this section 3.(a) of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such a determination will not affect the validity, legality, or enforceability of the remaining provisions of this Agreement and the remaining provisions of this Agreement will continue to be valid and enforceable, and any arbitrator or court of competent jurisdiction may modify this section 3.(a) so as to make it valid and enforceable.

        (b)    Right to Seek Non-Competing Employment.    Nothing in this Agreement shall prohibit Executive from seeking new employment with any business that does not compete with the manufacturing businesses conducted by the Company, or any subsidiary of the Company at the Effective Date, and the payments and benefits provided to Executive under this Agreement will continue if Executive secures any such non-competing employment.

        (c)    Covenant Not to Solicit.    Until February 28, 2005, Executive will not (i) solicit any employee of the Company, or any subsidiary of the Company, for employment or encourage any employee of the Company, or any subsidiary of the Company, to terminate his or her employment with the Company or (ii) solicit or encourage any current or prospective customer or supplier of the Company, or any subsidiary of the Company, to terminate or change its relationships with the Company or any subsidiary of the Company.

        (d)    Covenants of Confidentiality and Non-Disclosure.    Executive will maintain in strict confidence and not disclose to or use for the benefit of any corporation, partnership or other entity or person (except the Company or any subsidiary of the Company), any Confidential Information. Confidential Information includes but is not limited to non-public information

3

relating to the businesses, plans, organization, information systems, present and prospective customers, customer buying patterns or requirements, products, techniques, methods, cost, pricing, price methods, margins, rebates, promotional allowances, trade secrets, and other proprietary information of the Company or its subsidiaries. Executive agrees that Confidential Information is and shall forever remain the property of the Company. Executive further agrees that he will not remove the Confidential Information, nor any part thereof, from the premises of the Company in original or duplicate form, or transmit Confidential Information in any oral or written form, by electronic means or otherwise, at any time, except as necessary in the performance of his obligations to the Company.

        (e)    Covenant Not to Disparage the Company.    Executive will not, in any way, disparage the Company or any of its subsidiaries, affiliates, directors, officers or employees, or any of its products or services. Neither the Company nor any of its officers (while employed with the Company) or directors (while serving with the Company), will, in any way, disparage the Executive.

        (f)    Records, Documents and Property.    On or before the Effective Date, Executive will deliver to the Company any and all Company records and any all Company property in his possession or under his control, including without limitation keys, access cards, access codes, source codes, passwords, credit cards, personal computers, telephones, other electronic equipment, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, data, tables, calculations, Confidential Information in any form, and all copies or duplicates of any of the foregoing in any form.

        (g)    Authority.    Executive represents and warrants that he has the authority to enter into this Agreement and the Release, and that no causes of action, claims or demands released pursuant to this Agreement and the Release have been assigned to any person or entity not a party to this Agreement and the Release.

        (h)    Injunctive Relief.    Executive understands that the provisions of sections 3.(a)–3.(f) are reasonable and necessary to protect the legitimate interests of the Company and that any violation of such provisions by Executive will cause substantial and irreparable harm to the Company to such an extent that monetary damages alone may be an inadequate remedy therefor. Accordingly, in the event that Executive violates any such provision, the Company will be entitled to seek an injunction, in addition to all other remedies it may have (including, specifically, its right to terminate the salary continuation payments and other benefits provided under this Agreement), restraining Executive from violating or continuing to violate such provisions.

        (i)    Breach of Agreement by Executive.    Notwithstanding anything to the contrary in this Agreement, Executive understands that if he (i) breaches the provisions of Sections 3(a) or (c) or the provisions of the first two sentences of Section 3(d), or (ii) breaches the provisions of the fourth sentence of Section 3(d) and such breach is not cured by Executive within seven (7) days after having received written notice of such alleged breach by the Company, or (iii) rescinds or breaches the Release, the Leave of Absence and Executive's employment shall terminate immediately and all of Executive's rights to receive payments and other benefits under this Agreement shall terminate. In addition, any such breach or rescission shall be deemed to terminate Executive's employment for gross and willful misconduct under the Stock Option Agreement and Restricted Stock Agreement and vesting thereunder shall terminate immediately. Termination of this Agreement for breach shall not limit the Company's right to seek any and all other legal, injunctive and equitable remedies available as a result of such breach.

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        4.    Indemnification and Executive's Representation.

        (a)    Indemnification.    Notwithstanding Executive's Leave of Absence and separation from the Company, with respect to the events that occurred during his tenure as an employee or officer of the Company, Executive will be entitled, as a former employee, officer and director of the Company, to no lesser rights than are afforded to similarly situated employees or other officers of the Company, now or in the future, to indemnification and advancement of expenses provided in the charter documents or by-laws of the Company, under applicable law and pursuant to the Indemnity Agreement between the Company and Executive dated as of November 13, 2001.

        (b)    Executive's Representations.    Executive understands that this Agreement does not constitute an admission that the Company has violated any local ordinance, state or federal statute or regulations, or principle of common law, or that the Company has engaged in any unlawful or improper conduct toward Executive or treated him unfairly. Executive will not characterize this Agreement or any money or other consideration provided under this Agreement as an admission that the Company has engaged in any unlawful or improper conduct toward him or treated him unfairly.

        (c)    Consultation with Counsel.    Executive acknowledges that he has been advised by the Company to consult with his own attorney before executing this Agreement and the Release, that he has had a full opportunity to consider this Agreement and the Release, that he has had a full opportunity to ask any questions that he may have concerning this Agreement, the Release or the settlement of his potential claims against the Company, and that he has not relied upon any statements or representations made by the Company or its attorneys, written or oral, other than the statements and representations that are explicitly set forth in this Agreement, the Release, the Stock Option Agreement and Restricted Stock Agreement, and any employee benefit plans sponsored by the Company in which Executive is a participant.

        5.    Full Settlement and Release.    Executive agrees that the Leave of Absence and the payments and other consideration provided by the Company under this Agreement will fully compensate Executive for and extinguish any and all actual or potential claims that Executive is releasing in the Release, including without limitation, claims for attorneys' fees and costs and any and all claims for any type of legal or equitable relief. At the Effective Date, Executive will execute a Release, in the form attached to this Agreement as Exhibit A (the "Release"). This Agreement will not be interpreted or construed to limit the Release in any manner. Further, the existence of any dispute respecting the interpretation of this Agreement will not nullify or otherwise affect the validity or enforceability of the Release.

        6.    Successors.

        (a)   This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

        (b)   This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

        (c)   The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company

5

as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

        7.    Miscellaneous.

        (a)   This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

        (b)   All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Dan C. Swander
100 Birch Bluff Road
Tonka Bay, Minnesota 55331-8512

With copy to:
Kevin M. Klemz
Oppenheimer Wolff and Donnelly, LLP
45 South 7^th Street–Suite 3300
Minneapolis, MN 55402

If to the Company:

International Multifoods Corporation

110 Cheshire Lane, Suite 300
Minnetonka, MN 55305-1060

Attention: Ralph P. Hargrow, Senior Vice President, Administration, Human Resources, and Research, Development and Quality; and Frank W. Bonvino, Senior Vice President and General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

        (c)   The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

        (d)   The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

        (e)   This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from the Compensation and Human Resources Committee of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf as of the day and year first above written.

INTERNATIONAL MULTIFOODS CORPORATION
By	/s/  RALPH P. HARGROWSenior Vice President, Human Resources, Administration, Research, Development and Quality
/s/  DAN C. SWANDER Dan C. Swander

7

EXHIBIT A

RELEASE BY DAN C. SWANDER

        Definitions.    I intend all words used in this Release to have their plain meanings in ordinary English. Specific terms that I use in this Release have the following meanings:

A.

I, me, and my include both me and anyone who has or obtains any legal rights or claims through me.



B.

IMC means International Multifoods Corporation, any company related to International Multifoods Corporation in the present or past (including without limitation, its predecessors, parents, subsidiaries, affiliates, and divisions), and any successors of International Multifoods Corporation.



C.

Company means IMC; the present and past officers, directors, committees, shareholders, and employees of IMC; any company providing insurance to IMC in the present or past; the present and past fiduciaries of any employee benefit plan sponsored or maintained by IMC (other than multiemployer plans); and anyone who acted on behalf of IMC or on instructions from IMC.



D.

Agreement means the Leave of Absence Agreement between IMC and me that I am executing on the same date on which I execute this Release.



E.

My Claims means all of my rights that I now have to any relief of any kind from the Company, including without limitation:



1.

all claims arising out of or relating to my employment with International Multifoods Corporation or the termination of that employment;



2.

all claims arising out of or relating to the statements, actions, or omissions of the Company;



3.

all claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Minnesota Human Rights Act, the Fair Credit Reporting Act, the Family and Medical Leave Act, and workers' compensation non-interference or non-retaliation statutes (such as Minn. Stat. § 176.82);



4.

all claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of fiduciary duty; estoppel; my activities, if any, as a "whistleblower"; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law;



5.

all claims for compensation of any kind, including without limitation, bonuses, commissions, stock-based compensation or stock options, vacation pay, and expense reimbursements;

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6.

all claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages; and



7.

all claims for attorneys' fees, costs, and interest.

        However, My Claims does not include any claims that the law does not allow to be waived; any claims that may arise after the date on which I sign this Release; any claims for breach of the Agreement; and any rights I have (i) as a result and to the extent of my participation in any benefit plan or plans of the Company (including, but not limited to, the Pension Equity Plan, the Management Benefit Plan, the 401(k) retirement plan, titled "Employees' Voluntary Investment and Savings Plan", the Supplemental Deferred Compensation Plan and the health and welfare benefit plans), under the terms and conditions set forth in such plan or plans as of the date of termination of my employment, (ii) under the Non-Qualified Stock Option Agreement dated as of November 13, 2001 between the Company and me or the Restricted Stock Award Agreement dated as of November 13, 2001 between the Company and me, and (iii) under any indemnification to which I am entitled under (A) the Restated Certificate of Incorporation, as amended, of the Company, (B) the Bylaws, as amended, of the Company, (C) under any contract of insurance maintained by the Company, or (D) the Indemnity Agreement dated November 13, 2001 between the Company and me.

        Agreement to Release My Claims.    I will receive consideration from IMC as set forth in the Agreement if I sign and do not rescind this Release as provided below. I understand and acknowledge that the consideration is in addition to anything of value that I would be entitled to receive from IMC if I did not sign this Release or if I rescinded this Release. In exchange for that consideration I give up and release all of My Claims. I will not make any demands or claims against the Company for compensation or damages relating to My Claims. The consideration that I am receiving is a fair compromise for the release of My Claims.

        Additional Agreements and Understandings.    Even though IMC will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

        Advice to Consult with an Attorney.    I understand and acknowledge that I am hereby being advised by the Company to consult with an attorney prior to signing this Release. My decision whether to sign this Release is my own voluntary decision made with full knowledge that the Company has advised me to consult with an attorney.

        Period to Consider the Release.    I understand that I have twenty-one (21) days from the day that I receive this Release, not counting the day upon which I receive it, to consider whether I wish to sign this Release. If I sign this Release before the end of the twenty-one-day period, it will be my voluntary decision to do so because I have decided that I do not need any additional time to decide whether to sign this Release.

        My Right to Rescind this Release.    I understand that I may rescind this Release at any time within fifteen (15) days after I sign it, not counting the day upon which I sign it. This Release will not become effective or enforceable unless and until the fifteen-day rescission period has expired without my rescinding it.

        Procedure for Accepting or Rescinding the Release.    To accept the terms of this Release, I must deliver the Release, after I have signed and dated it, to IMC by hand or by mail within the twenty-one-day period that I have to consider this Release. To rescind my acceptance, I must deliver a

9

written, signed statement that I rescind my acceptance to IMC by hand or by mail within the 15-day rescission period. All deliveries must be made to IMC at the following address:

Ralph P. Hargrow
Senior Vice President, Human Resources and Administration
International Multifoods Corporation
110 Cheshire Lane
Minnetonka, Minnesota 55305-1060

        If I choose to deliver my acceptance or the rescission of my acceptance by mail, it must be:

(1)

postmarked within the period stated above; and



(2)

properly addressed to IMC at the address stated above.

        Interpretation of the Release.    This Release should be interpreted as broadly as possible to achieve my intention to resolve all of My Claims against the Company. If this Release is held by a court to be inadequate to release a particular claim encompassed within My Claims, this Release will remain in full force and effect with respect to all the rest of My Claims.

        My Representations.    I am legally able and entitled to receive the consideration being provided to me in settlement of My Claims. I have not been involved in any personal bankruptcy or other insolvency proceedings at any time since I began my employment with IMC. No child support orders, garnishment orders, or other orders requiring that money owed to me by IMC be paid to any other person are now in effect.

        I have read this Release carefully. I understand all of its terms. In signing this Release, I have not relied on any statements or explanations made by the Company except as specifically set forth in the Agreement. I am voluntarily releasing My Claims against the Company. I intend this Release and the Agreement to be legally binding.

Dated: Dan C. Swander

10

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LEAVE OF ABSENCE AGREEMENT
EXHIBIT A RELEASE BY DAN C. SWANDER

EX-11

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Exhibit 11

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Earnings (Loss) Per Common Share
(dollars in thousands, except per share amounts)

			Fiscal Year Ended
			Feb. 28, 2004		March 1, 2003			March 2, 2002		March 3, 2001		Feb. 29, 2000
Average shares of common stock outstanding				19,269,613		19,106,663			18,850,940		18,739,064		18,751,826
Dilutive potential common shares				257,787		308,284			244,648		134,846		34,246
Total adjusted average shares				19,527,400		19,414,947			19,095,588		18,873,910		18,786,072
Earnings from continuing operations			$	17,525	$	27,699		$	5,019	$	16,847	$	16,071
Earnings (loss) from discontinued operations				—		(73,728	)		4,172		4,328		(10,936	)
Net earnings (loss) applicable to common stock			$	17,525	$	(46,029	)	$	9,191	$	21,175	$	(5,135	)
Basic earnings (loss) per share:
	Continuing operations		$	0.91	$	1.45		$	0.27	$	0.90	$	0.86
	Discontinued operations			—		(3.86	)		0.22		0.23		(0.59	)
		Total	$	0.91	$	(2.41	)	$	0.49	$	1.13	$	0.27
Diluted earnings (loss) per share:
	Continuing operations		$	0.90	$	1.43		$	0.26	$	0.89	$	0.86
	Discontinued operations			—		(3.80	)		0.22		0.23		(0.59	)
		Total	$	0.90	$	(2.37	)	$	0.48	$	1.12	$	0.27

        Basic earnings (loss) per share are computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding during the year.

        Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the year.

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Computation of Earnings (Loss) Per Common Share (dollars in thousands, except per share amounts)

EX-12

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Exhibit 12

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(dollars in thousands)

	Fiscal Year Ended
	Feb. 28, 2004			March 1, 2003			March 2, 2002			March 3, 2001			Feb. 29, 2000
Earnings from continuing operations before income taxes	$	24,798		$	43,977		$	7,513		$	32,042		$	25,750
Plus:    Fixed charges(1)		24,631			36,419			33,021			27,174			25,444
Less:    Capitalized interest		(306	)		(625	)		(385	)		(542	)		(814	)
Earnings available to cover fixed charges	$	49,123		$	79,771		$	40,149		$	58,674		$	50,380
Ratio of earnings to fixed charges		1.99			2.19			1.22			2.16			1.98

(1)

Fixed charges consist of the following:

		Fiscal Year Ended
		Feb. 28, 2004		March 1, 2003		March 2, 2002		March 3, 2001		Feb. 29, 2000
Interest expense, gross		$	22,846	$	30,713	$	22,980	$	18,269	$	16,397
Rentals (interest factor)			1,785		5,706		10,041		8,905		9,047
	Total fixed charges	$	24,631	$	36,419	$	33,021	$	27,174	$	25,444

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (dollars in thousands)

EX-21

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Exhibit 21

SUBSIDIARIES OF INTERNATIONAL MULTIFOODS CORPORATION

        The following is a list of the Company's subsidiaries as of February 29, 2004, except for unnamed subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

Name of Subsidiary					Jurisdiction of Incorporation
IMC North America, Inc.					Delaware
	IMC U.S., Inc.				Delaware
		Multifoods Brands, Inc.			Delaware
		Multifoods Manufacturing, Inc.			Delaware
RHM Corporation					Nova Scotia
	RHM Management Inc.				Ontario
		RHM Canada LP			Ontario
			Robin Hood Multifoods Corporation		Nova Scotia
				Gourmet Baker Inc.	Ontario
				Multifoods Limited	Ontario
				980964 Ontario Limited	Ontario
Fantasia Confections, Inc.					California
Martha White Foods, Inc.					Delaware
Multifoods Bakery Distributors, Inc.					Delaware
Multifoods Bakery International, Inc.					Delaware
	Inversiones 91060, C.A.				Venezuela
Multifoods, Inc.					Delaware
Multifoods, Inc.					Minnesota

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SUBSIDIARIES OF INTERNATIONAL MULTIFOODS CORPORATION

EX-23

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Exhibit 23

Independent Auditors' Consent

The Board of Directors
International Multifoods Corporation:

        We consent to incorporation by reference in Registration Statements No. 333-51399 on Form S-8 relating to the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation, No. 333-34173 on Form S-8 and No. 333-108042 on Form S-8 relating to the Stock Purchase Plan of Robin Hood Multifoods Inc., No. 2-84236 on Form S-8 relating to the 1983 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-6223 on Form S-8 relating to the 1986 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-30979 on Form S-8 relating to the Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, No. 333-34171 on Form S-8, No. 333-69387 on Form S-8 and No. 333-86302 on Form S-8 relating to the 1997 Stock-Based Incentive Plan of International Multifoods Corporation, No. 333-64075 on Form S-8 relating to the Consulting Agreement between International Multifoods Corporation and Daryl Schaller and No. 33-65221 on Form S-3 relating to certain debt securities of International Multifoods Corporation of our reports dated March 30, 2004, relating to the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 2004 and March 1, 2003 and the related consolidated statements of operations, cash flows, and shareholders' equity (consolidated financial statements), and related financial statement schedule for each of the fiscal years in the three-year period ended February 28, 2004, which reports appear in the Form 10-K for the fiscal year ended February 28, 2004, of International Multifoods Corporation.

        Our report on the consolidated financial statements refers to the adoption, in fiscal 2003, of the remaining provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

/s/ KPMG LLP

Minneapolis, Minnesota
April 27, 2004

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Independent Auditors' Consent

EX-31.1

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Exhibit 31.1

CERTIFICATION

I, Gary E. Costley, certify that:

        1.     I have reviewed this annual report on Form 10-K of International Multifoods Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2004 /s/ GARY E. COSTLEYGary E. Costley
Chairman of the Board, President &
Chief Executive Officer
(Principal Executive Officer)

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CERTIFICATION

EX-31.2

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Exhibit 31.2

CERTIFICATION

I, John E. Byom, certify that:

        1.     I have reviewed this annual report on Form 10-K of International Multifoods Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2004 /s/ JOHN E. BYOMJohn E. Byom
Senior Vice President, Finance &
Chief Financial Officer
(Principal Financial Officer)

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CERTIFICATION

EX-32.1

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Exhibit 32.1

Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Quarterly Report of International Multifoods Corporation (the "Company") on Form 10-K for the fiscal year ended February 28, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Gary E. Costley, the Chairman of the Board, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, for the period covered by the Report.

/s/  GARY E. COSTLEYGary E. Costley
Chairman of the Board, President &
Chief Executive Officer

Date: April 27, 2004

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Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-32.2

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Exhibit 32.2

Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report of International Multifoods Corporation (the "Company") on Form 10-K for the fiscal year ended February 28, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), John E. Byom, the Senior Vice President, Finance and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, for the period covered by the Report.

/s/  JOHN E. BYOMJohn E. Byom
Senior Vice President, Finance &
Chief Financial Officer

Date: April 27, 2004

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Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002