Exhibit 99.1


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Statements of Operations, Net Proceeds and Comprehensive Income
(Unaudited)

(Dollars in Thousands)
<CAPTION>
                                                                         Three Months Ended                 Nine Months Ended
                                                                  -------------------------------   -------------------------------
                                                                     March 30,        March 24,        March 30,         March 24,
                                                                       2002             2001             2002              2001
                                                                  ------------      -----------     ------------      ------------

<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  244,886        $  274,427      $  788,667        $  896,056
Cost of sales                                                        (190,937)         (218,102)       (618,185)         (722,473)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                           53,949            56,325         170,482           173,583
Selling, administrative, and general expense                          (31,029)          (35,609)        (94,796)          (97,528)
Restructuring                                                               0                 0          (2,622)                0
Gain from pension curtailment                                               0                 0           2,472                 0
Income from joint venture                                                 627               316           1,825             1,540
                                                                   ----------        ----------      ----------        ----------
Operating income                                                       23,547            21,032          77,361            77,595
Interest expense                                                      (15,951)          (20,853)        (51,643)          (64,794)
                                                                   ----------        ----------      ----------        ----------
Income before taxes, dividends, and allocation of net proceeds          7,596               179          25,718            12,801
Tax provision                                                          (2,163)             (720)         (7,707)           (4,884)
                                                                   ----------        ----------      ----------        ----------
Net income/(loss)                                                  $    5,433        $     (541)     $   18,011        $    7,917
                                                                   ==========        ==========      ==========        ==========

Allocation of net proceeds:
   Net income/(loss)                                               $    5,433        $     (541)     $   18,011        $    7,917
   Dividends on common and preferred stock                             (1,951)           (1,945)         (6,406)           (6,155)
                                                                   ----------        ----------      ----------        ----------
   Net proceeds/(deficit)                                               3,482            (2,486)         11,605             1,762
   Allocation (to)/from earned surplus                                 (1,633)            2,486          (5,153)           (1,520)
                                                                   ----------        ----------      ----------        ----------
   Net proceeds available to members                               $    1,849        $        0      $    6,452        $      242
                                                                   ==========        ==========      ==========        ==========

Net proceeds available to members:
   Estimated cash payment                                          $      462        $        0      $    1,613        $       61
   Qualified retains                                                    1,387                 0           4,839               181
                                                                   ----------        ----------      ----------        ----------
   Net proceeds available to members                               $    1,849        $        0      $    6,452        $      242
                                                                   ==========        ==========      ==========        ==========

Net income/(loss)                                                  $    5,433        $     (541)         18,011        $    7,917
Other comprehensive income:
   Unrealized loss on hedging activity                                    (16)           (1,068)           (390)             (178)
                                                                   ----------        ----------      ----------        ----------
Comprehensive income/(loss)                                        $    5,417        $   (1,609)     $   17,621        $    7,739
                                                                   ==========        ==========      ==========        ==========



<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>


<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Balance Sheets
<CAPTION>
(Dollars in Thousands)                                        ASSETS                    March 30,        June 30,         March 24,
                                                                                           2002            2001             2001
                                                                                        ----------      ----------     -----------
                                                                                        (Unaudited)                     (Unaudited)
<S>                                                <C>          <C>           <C>       <C>             <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $    7,638      $    7,656     $    6,571
   Accounts receivable, trade, net                                                          80,877          85,543        104,018
   Accounts receivable, co-pack activity and other                                           9,008           7,949         10,616
   Income taxes refundable                                                                       0             938              0
   Inventories                                                                             337,252         313,856        347,508
   Current investment in CoBank                                                              4,452           3,998          5,233
   Prepaid manufacturing expense                                                            10,894          22,427         13,431
   Prepaid expenses and other current assets                                                17,968          19,603         16,450
   Current deferred tax asset                                                                2,202           2,202         11,657
                                                                                        ----------      ----------     ----------
            Total current assets                                                           470,291         464,172        515,484
Investment in CoBank                                                                         6,208          10,660         10,757
Investment in joint venture                                                                  9,085           8,018          8,410
Property, plant, and equipment, net                                                        295,792         305,531        308,259
Assets held for sale, at net realizable value                                                  120             120            403
Goodwill                                                                                   236,311         236,311        238,458
Intangible assets, net                                                                      11,592          12,466         12,770
Other assets                                                                                23,134          24,073         25,144
                                                                                        ----------      ----------     ----------
            Total assets                                                                $1,052,533      $1,061,351     $1,119,685
                                                                                        ==========      ==========     ==========

                                    LIABILITIES AND SHAREHOLDERS' AND MEMBERS' CAPITALIZATION
Current liabilities:
   Notes payable                                                                        $   75,400      $        0     $   78,000
   Current portion of obligations under capital leases                                         752             316            218
   Current portion of long-term debt                                                        14,934          15,599         15,596
   Accounts payable                                                                         30,696         117,931         80,951
   Income taxes payable                                                                      5,504               0            427
   Accrued interest                                                                         10,722           9,253         12,873
   Accrued employee compensation                                                             8,526          10,081          8,545
   Other accrued expenses                                                                   45,045          49,345         50,729
   Dividends payable                                                                            24              36             24
   Amounts due Class A members                                                              15,670          17,983         12,942
                                                                                        ----------      ----------     ----------
            Total current liabilities                                                      207,273         220,544        260,305
Obligations under capital leases                                                             2,895             571            520
Long-term debt                                                                             624,890         631,128        635,356
Deferred tax liabilities                                                                    26,376          26,376         32,262
Other non-current liabilities                                                               28,988          29,417         29,327
                                                                                        ----------      ----------     ----------
            Total liabilities                                                              890,422         908,036        957,770
                                                                                        ----------      ----------     ----------
Commitments and contingencies
Class B cumulative redeemable preferred stock, liquidation preference $10 per
   share; authorized - 500,000 shares, issued and
     outstanding 23,940, 23,923, and 23,664 shares, respectively                               239             239            237
Class A common stock, par value $5, authorized - 5,000,000 shares
                                                   March 30,     June 30,      March 24,
                                                     2002          2001          2001
                                                   ---------    ---------     ---------
   Shares issued                                   2,096,163    2,257,479     2,259,174
   Shares subscribed                                     751       97,243       107,783
                                                   ---------    ---------     ---------
            Total subscribed and issued            2,096,914    2,354,722     2,366,957
   Less subscriptions receivable in installments        (751)     (97,243)     (107,783)
                                                   ----------   ---------     ---------
            Total issued and outstanding           2,096,163    2,257,479     2,259,174     10,481          11,287         11,296
                                                   =========    =========     =========
Class B common stock, par value $5, authorized 2,000,000
   Shares; issued and outstanding  0, 723,229, and 723,229
     shares, respectively                                                                        0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                   15,538          10,699         10,881
   Non-qualified allocation to members                                                           0               0              0
   Non-cumulative preferred stock, par value $25, authorized
     5,000,000 shares; issued and outstanding 31,669,
       32,308 and 32,669 shares, respectively                                                  792             808            817
   Class A cumulative preferred stock, liquidation preference
     $25 per share, authorized 10,000,000 shares; issued and
       outstanding 4,496,082, 4,495,443 and 4,495,082 shares, respectively                 112,402         112,386        112,377
   Special membership interests                                                                  0               0              0
   Earned surplus                                                                           23,004          17,851         27,010
   Accumulated other comprehensive income:
     Unrealized gain/(loss) on hedging activity                                                228             618           (178)
     Minimum pension liability adjustment                                                     (573)           (573)          (525)
                                                                                        ----------      ----------     ----------
            Total shareholders' and members' capitalization                                151,391         141,789        150,382
                                                                                       -----------      ----------     ----------
            Total liabilities and capitalization                                        $1,052,533      $1,061,351     $1,119,685
                                                                                        ==========      ==========     ==========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>


<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
<CAPTION>
(Dollars in Thousands)
(Unaudited)

                                                                                                        Nine Months Ended
                                                                                              -------------------------------------
                                                                                                 March 30,               March 24,
                                                                                                   2002                    2001
                                                                                              --------------         --------------
<S>                                                                                            <C>                    <C>
Cash flows from operating activities:
     Net income                                                                                $    18,011            $     7,917
     Estimated cash payments due to Class A members                                                 (1,613)                   (61)
     Adjustments to reconcile net income to net cash used in operating activities:
       Depreciation                                                                                 22,887                 24,146
       Amortization of goodwill and certain intangible assets                                          862                  7,414
       Amortization of debt issue costs, amendment costs, and
         discount on subordinated promissory notes                                                   4,225                  4,182
       Interest in-kind on subordinated promissory note                                                873                  1,231
       Equity in undistributed earnings of joint venture                                            (1,067)                (1,540)
       Equity in undistributed earnings of CoBank                                                        0                    (96)
     Change in assets and liabilities:
         Accounts receivable                                                                         3,607                 (8,959)
         Inventories and prepaid manufacturing expense                                             (11,863)               (45,226)
         Income taxes refundable                                                                     6,442                  6,252
         Accounts payable and other accrued expenses                                               (91,633)               (25,005)
         Amounts due Class A members                                                                (2,313)                (8,754)
         Other assets and liabilities, net                                                             740                 (1,364)
                                                                                               -----------            -----------
Net cash used in operating activities                                                              (50,842)               (39,863)
                                                                                               -----------            -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                                                     (10,537)               (20,981)
     Proceeds from disposals                                                                            52                  5,068
     Proceeds from investment in CoBank                                                              3,998                  2,926
                                                                                               -----------            -----------
Net cash used in investing activities                                                               (6,487)               (12,987)
                                                                                               -----------            -----------

Cash flows from financing activities:
     Net proceeds from issuance of short-term debt                                                  75,400                 74,400
     Payments on long-term debt                                                                     (9,072)               (12,659)
     Payments on capital lease                                                                        (111)                     0
     Cash paid in conjunction with debt amendment                                                   (1,694)                (1,707)
     Cash portion of non-qualified conversion                                                            0                    (83)
     (Repurchases)/issuance of common stock, net                                                      (806)                   631
     Cash dividends paid                                                                            (6,406)                (6,155)
                                                                                               -----------            -----------
Net cash provided by financing activities                                                           57,311                 54,427
                                                                                               -----------            -----------

Net change in cash and cash equivalents                                                                (18)                 1,577
Cash and cash equivalents at beginning of period                                                     7,656                  4,994
                                                                                               -----------            -----------
Cash and cash equivalents at end of period                                                     $     7,638            $     6,571
                                                                                               ===========            ===========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>


<PAGE>

                            PRO-FAC COOPERATIVE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

The Cooperative:  Pro-Fac Cooperative, Inc. is an agricultural cooperative which
processes  and  markets  crops grown by its  members  through  its  wholly-owned
subsidiary Agrilink Foods, Inc. ("Agrilink Foods"), and until February 15, 2001,
through a former  subsidiary,  PF Acquisition  II, Inc. (PFII) in which it had a
controlling interest. Pro-Fac Cooperative, Inc. conducts business under the name
Agrilink  and  PFII  conducted   business  under  the  name   AgriFrozen   Foods
("AgriFrozen").  Agrilink  Foods  has  four  primary  product  lines  including:
vegetables,  fruits,  snacks,  and canned  meals.  The  majority  of each of the
product lines' net sales are within the United States.  In addition,  all of the
Cooperative's  operating  facilities,  excluding  one in Mexico,  are within the
United States.  Unless the context otherwise  requires,  the terms "Cooperative"
and "Pro-Fac" refer to Pro-Fac  Cooperative,  Inc. and its subsidiary,  Agrilink
Foods.

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the instructions to Form 10-Q and Article 10 of Regulations
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results  for the three  months  and nine  months  ended  March 30,  2002 are not
necessarily  the results to be expected  for other  interim  periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial   statements  and   accompanying   notes   contained  in  the  Pro-Fac
Cooperative, Inc. Form 10-K for the fiscal year ended June 30, 2001.

Consolidation: The consolidated financial statements include the Cooperative and
its  subsidiary,  Agrilink  Foods and until February 15, 2001,  AgriFrozen.  The
financial  statements are after  elimination of  intercompany  transactions  and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.

Reclassification:  Certain  items for  fiscal  2001 have  been  reclassified  to
conform with the current period presentation.

New Accounting Pronouncements:  In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial  Accounting  Standard  ("SFAS") No.
142, "Goodwill and Other Intangible Assets." This statement is further disclosed
in NOTE 2 to the "Notes to Consolidated Financial Statements."

In November 2001, the Financial  Accounting  Standards  Board's  Emerging Issues
Task Force ("EITF") issued EITF Issue No. 01-09,  "Accounting for  Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's  Products."  Under
this  pronouncement,  generally,  cash  consideration  is to be  classified as a
reduction  of revenue,  unless  specific  criteria  are met  regarding  goods or
services that the vendor may receive in return for this consideration.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-25, "Accounting for Consideration from a Vendor to a
Retailer in Connection with the Purchase or Promotion of the Vendor's Products,"
which addressed the accounting treatment and income statement classification for
certain  sales  incentives,   including  cooperative  advertising  arrangements,
buydowns and slotting fees. Accordingly, during the third quarter and first nine
months of fiscal 2002,  promotions and slotting fees,  previously  classified as
selling,  general,  and  administrative  expense,  have been  reclassified  as a
reduction of gross sales and all other prior periods have also been reclassified
to reflect this  modification.  Total  promotions  and slotting  fees were $33.5
million  and  $36.0  million  in the  third  quarter  of  fiscal  2002 and 2001,
respectively,  and $103.4 million and $116.6 million in the first nine months of
fiscal 2002 and 2001,  respectively.  The  adoption of EITF 00-25 did not impact
the Cooperative's profitability.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," which
addressed the recognition,  measurement, and income statement classification for
sales incentives that a company offers to its customers. Accordingly, during the
third quarter and first nine months of fiscal 2002,  coupon expense,  previously
classified as selling, general and administrative expense, has been reclassified
as a reduction of gross sales and all prior periods have also been  reclassified
to reflect this  modification.  Coupon expense was $1.9 million and $2.8 million
in the third  quarter of fiscal 2002 and 2001,  respectively,  and $6.7 and $7.5
million  in the first nine  months of fiscal  2002 and 2001,  respectively.  The
adoption of EITF Issue 00-14 did not impact the Cooperative's profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 addresses financial  accounting and reporting for acquired
goodwill  and  other  intangible  assets,  and is  effective  for  fiscal  years
beginning  after December 15, 2001,  with early adoption  permitted for entities
with fiscal  years  beginning  after  March 15,  2001.  Effective  July 1, 2001,
Agrilink
<PAGE>

Foods adopted SFAS No. 142, which  requires that goodwill not be amortized,  but
instead be tested at least annually for impairment and expensed against earnings
when the implied fair value of a reporting  unit,  including  goodwill,  is less
than its carrying amount.

The Cooperative and its wholly-owned subsidiary,  Agrilink Foods,  completed the
required  impairment  evaluation  of  goodwill  and other  intangible  assets in
conjunction  with its  adoption of SFAS No. 142 which  indicated  no  impairment
existed.

As outlined in SFAS No. 142, certain  intangibles  with a finite life,  however,
are required to continue to be amortized.  The following schedule sets forth the
major classes of intangible assets held by the Cooperative:

(Dollars in Thousands)

                                       March 30,     June 30,        March 24,
                                         2002          2001            2001
                                     -----------    ----------      ---------
Amortized intangibles:
   Covenants not to compete           $    2,478    $    2,478      $   2,478
   Other                                  12,000        12,000         12,000
     Less:  accumulated amortization      (2,886)       (2,012)        (1,708)
                                      ----------    ----------      ---------
   Intangible assets, net             $   11,592    $   12,466      $  12,770
                                      ==========    ==========      =========

The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately $0.3 million for the quarter ended March 30, 2002 and $0.9 million
for the nine months ended March 30, 2002. The aggregate amortization expense for
each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

2003         $1,103
2004            915
2005            891
2006            891
2007            760

A reconciliation of reported net income adjusted to reflect the adoption of SFAS
No. 142 for the third quarter and nine months ended March 24, 2001 is provided
below:
<TABLE>

                                                        Three Months Ended               Nine Months Ended
                                                  --------------------------         -------------------------
                                                   March 30,      March 24,           March 30,      March 24,
                                                     2002           2001                2002            2001
                                                  ----------     ----------          ----------      ---------
(Dollars in Thousands)
<CAPTION>

<S>                                               <C>            <C>                  <C>           <C>
Reported net income                               $   5,433      $    (541)           $ 18,011      $   7,917
Addback:  goodwill amortization (net of taxes)            0          1,215                   0          3,651
                                                  ---------      ---------            --------      ---------
Adjusted net income                               $   5,433      $     674            $ 18,011      $  11,568
                                                  =========      =========            ========      =========
</TABLE>

NOTE 3. AGREEMENTS WITH AGRILINK FOODS

The  contractual  relationship  between Pro-Fac and Agrilink Foods is defined in
the Pro-Fac Marketing and Facilitation  Agreement (the  "Agreement").  Under the
Agreement,  Agrilink Foods pays Pro-Fac the commercial  market value ("CMV") for
all crops supplied by Pro-Fac. CMV is defined as the weighted average price paid
by other commercial  processors for similar crops sold under preseason contracts
and in the open market in the same or  competing  market  area.  Although CMV is
intended  to be no more than the fair  market  value of the crops  purchased  by
Agrilink  Foods,  it may be more or less than the price Agrilink Foods would pay
in the open market in the absence of the Agreement.

Under  the  Agreement,  Agrilink  Foods  is  required  to have on its  board  of
directors  individuals  who are neither  members of nor affiliated  with Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be purchased by Agrilink  Foods from Pro-Fac  under the  Agreement  are
determined  pursuant to its annual profit plan, which requires the approval of a
majority of the Disinterested  Directors.  In addition,  under the agreement, in
any year in which  Agrilink  Foods has earnings on products which were processed
from crops  supplied by Pro-Fac  ("Pro-Fac  Products"),  Agrilink  Foods pays to
Pro-Fac, as additional patronage income, up to 90 percent of such earnings,  but
in no case more than 50 percent of all pretax earnings of Agrilink Foods (before
dividing with Pro-Fac).
<PAGE>

In years in which Agrilink Foods has losses on Pro-Fac Products,  Agrilink Foods
reduces  the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such
losses,  but in no case by more than 50 percent of all pretax losses of Agrilink
Foods (before  dividing with Pro-Fac).  Additional  patronage  income is paid to
Pro-Fac for services  provided to Agrilink  Foods,  including the provision of a
long term,  stable  crop  supply,  favorable  payment  terms for crops,  and the
sharing of risks of losses of certain  operations of the business.  Earnings and
losses are  determined  at the end of the  fiscal  year,  but are  accrued on an
estimated  basis during the year.  Under the  Agreement,  Pro-Fac is required to
reinvest  at least 70 percent of the  additional  patronage  income in  Agrilink
Foods.

Amounts received by Pro-Fac from Agrilink Foods for the nine months ended March
30, 2002 and March 24, 2001 include: commercial market value of crops delivered
$70.1 million and $67.1 million, respectively. Pro-Fac's share of earnings was
$12.9 million and $6.4 million, respectively.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

                             March 30,         June 30,           March 24,
                               2002              2001               2001
                            ----------        ----------          --------

Finished goods              $  308,169        $  279,991          $ 319,431
Raw materials and supplies      29,083            33,865             28,077
                            ----------        ----------          ---------
     Total inventories      $  337,252        $  313,856          $ 347,508
                            ==========        ==========          =========

NOTE 5.       DEBT

<TABLE>
Summary of Long-Term Debt:

<CAPTION>
(Dollars in Thousands)
                                                    March 30,      June 30,       March 24,
                                                      2002           2001           2001
                                                   ----------    -----------     -----------

<S>                                                <C>           <C>             <C>
Term Loan Facility                                 $  403,500    $   411,600     $  417,000
Senior Subordinated Notes                             200,015        200,015        200,015
Subordinated Promissory Notes (net of discount)        31,829         29,660         28,460
Other                                                   4,480          5,452          5,477
                                                   ----------    -----------     ----------
     Total debt                                       639,824        646,727        650,952
Less current portion                                  (14,934)       (15,599)       (15,596)
                                                   ----------    -----------     ----------
     Total long-term debt                          $  624,890    $   631,128     $  635,356
                                                   ==========    ===========     ==========

</TABLE>
Amendments  to  Agrilink  Foods'  Term Loan  Facility:  The term  loan  facility
contains  customary  covenants and  restrictions  on Agrilink  Foods' ability to
engage in certain activities,  including, but not limited to: (i) limitations on
the incurrence of indebtedness  and liens,  (ii)  limitations on  sale-leaseback
transactions,   consolidations,  mergers,  sale  of  assets,  transactions  with
affiliates  and  investments  and  (iii)  limitations  on  dividends  and  other
distributions.  The credit facility also contains covenants requiring Pro-Fac to
maintain a minimum level of consolidated EBITDA, a minimum consolidated interest
coverage  ratio, a minimum  consolidated  fixed charge coverage ratio, a maximum
consolidated leverage ratio, and a minimum level of consolidated net worth.

In August 2001,  Agrilink  Foods  negotiated an amendment to the  covenants.  In
conjunction  with this amendment,  Agrilink Foods incurred fees of approximately
$1.7 million.  This fee is being amortized over the remaining life of the credit
facility.  The  August  2001  amendment  imposes  contingent  fees and  possible
increases in interest rates under the credit facility if Agrilink Foods does not
raise equity and  deleverage its balance sheet or satisfy  specified  EBITDA and
leverage ratio  requirements  within certain time frames.  To this end, Agrilink
Foods engaged a financial advisor to assist it in exploring various alternatives
responsive to the amendment,  including,  among other  possibilities,  a private
placement  of a  minimum  of $100  million  of  securities.  The  amount  of any
contingent  fees that may be imposed under the amendment is also impacted by the
EBITDA which Agrilink Foods achieves for its fiscal year ending in June 2002.

In March 2002,  Agrilink  Foods entered into an exclusive  letter of intent with
Vestar Capital Partners related to a capital investment of $175 million,  before
fees and other expenses.  It is contemplated that the investment would be in the
form of preferred and common equity interests. The closing of the transaction is
subject to the negotiation and execution of definitive agreements, together with
other customary conditions of closing.


<PAGE>


Pro-Fac and Agrilink Foods are in compliance  with all covenants,  restrictions,
and requirements under the terms of the Credit Facility as amended.

NOTE 6: OPERATING SEGMENTS

The  Cooperative  is organized by product line for  management  reporting,  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category  include  Birds  Eye,  Birds  Eye  Voila!,  Birds Eye  Simply  Grillin,
Freshlike,  Veg-All,  McKenzies,  and Brooks Chili Beans. The fruit product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded products within the snacks category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, Super Pop
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products such as chilies,  stew, soups, and various other ready-to-eat  prepared
meals.  Branded  products within the canned meal category  include  Nalley.  The
Cooperative's other product line primarily  represents salad dressings.  Branded
products within the other category include Bernstein's and Nalley.

The following table illustrates the Cooperative's operating segment information:

<TABLE>
(Dollars in Millions)
<CAPTION>
                                                                      Three Months Ended                   Nine Months Ended
                                                                  ------------------------------     ----------------------------
                                                                    March 30,         March 24,       March 30,         March 24,
                                                                      2002              2001            2002              2001
                                                                   ----------        ---------        ---------         ---------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                        $  180.8         $   203.7        $  568.0         $   630.4
   Fruits                                                                21.2              21.8            90.8              92.2
   Snacks                                                                20.9              20.7            65.1              65.4
   Canned Meals                                                          12.7              13.2            37.0              41.1
   Other                                                                  9.3              10.1            27.8              31.1
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                244.9             269.5           788.7             860.2
   Businesses closed1                                                     0.0               5.0             0.0              35.9
                                                                     --------         ---------        --------         ---------
       Total                                                         $  244.9         $   274.5        $  788.7         $   896.1
                                                                     ========         =========        ========         =========

Operating income2:
   Vegetables3                                                       $   16.9         $    16.8        $   48.6         $    48.0
   Fruits                                                                 2.5               1.2            15.4              12.6
   Snacks                                                                 1.1               0.6             4.3               4.2
   Canned Meals                                                           1.8               1.2             6.2               5.9
   Other                                                                  1.2               0.4             3.0               1.6
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                 23.5              20.2            77.5              72.3
   Businesses closed1                                                     0.0               0.8             0.0               5.3
Restructuring                                                             0.0               0.0            (2.7)              0.0
Gain on pension curtailment                                               0.0               0.0             2.5               0.0
                                                                     --------         ---------        --------         ---------
Total consolidated operating income                                      23.5              21.0            77.3              77.6
Interest expense                                                        (15.9)            (20.8)          (51.6)            (64.8)
                                                                     --------         ---------        --------         ---------
Income before taxes, dividends, and allocation of net proceeds       $    7.6         $     0.2        $   25.7         $    12.8
                                                                     ========         =========        ========         =========

<FN>
1    Represents operations no longer part of the Cooperative.

2    In  accordance  with  SFAS  No.  142,  goodwill  is  no  longer  amortized.
     Amortization  associated with the change resulting from the  implementation
     of SFAS No. 142 in the vegetable,  fruit,  snacks,  canned meals, and other
     product lines for the quarter ending March 30, 2002 was $1.7 million,  $0.1
     million,  $0.1 million, $0.1 million, and $0.2 million,  respectively,  and
     $5.1 million,  $0.1 million,  $0.3 million, $0.5 million, and $0.5 million,
     respectively for the nine months ending March 30, 2002.

3    The  Cooperative's  investment  in Great  Lakes Kraut  Company  contributed
     earnings in the vegetable product line of $0.6 million and $0.3 million for
     the three months ended March 30, 2002 and March 24, 2001, respectively, and
     $1.8  million and $1.5 million for the nine months ended March 30, 2002 and
     March 24, 2001, respectively.
</FN>
</TABLE>
<PAGE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,  Incorporated  and  Linden  Oaks  Corporation,  wholly-owned
subsidiaries  of Agrilink Foods  ("Subsidiary  Guarantors"),  and Pro-Fac,  have
jointly  and  severally,  fully  and  unconditionally  guaranteed,  on a  senior
subordinated  basis,  the obligations of Agrilink Foods with respect to Agrilink
Foods' 11-7/8 percent Senior  Subordinated  Notes due 2008 (the "Notes") and the
Credit  Facility.  The  covenants  in the Notes and the Credit  Facility  do not
restrict the ability of the Subsidiary  Guarantors to make cash distributions to
Agrilink Foods.

Presented below is condensed consolidating financial information for (i) Pro-Fac
Cooperative,  (ii) Agrilink  Foods,  (iii) the Subsidiary  Guarantors,  and (iv)
non-guarantor subsidiaries as of and for the quarter and nine months ended March
30, 2002 and March 24, 2001. The condensed  consolidating  financial information
has been presented to show the nature of assets held, results of operations, and
cash flow of the Cooperative and its guarantor and non-guarantor subsidiaries in
accordance with Securities and Exchange  Commission  Financial Reporting Release
No. 55.
<TABLE>

                                                                                 Balance Sheet
                                                                                March 30, 2002
                                               ------------------------------------------------------------------------------------
                                                 Pro-Fac        Agrilink     Subsidiary   Non-Guarantor  Eliminating
                                               Cooperative     Foods, Inc.   Guarantors   Subsidiaries      Entries    Consolidated
                                               ------------    -----------   ----------   -------------  ------------  ------------
(Dollars in Thousands)
<CAPTION>


<S>                                               <C>          <C>           <C>           <C>           <C>            <C>

  Cash and cash equivalents                       $       0    $    5,544    $     803     $  1,291      $        0     $    7,638
  Accounts receivable, net                                0        86,914        2,825          146               0         89,885
  Inventories -
    Finished goods                                        0       307,767          236          166               0        308,169
    Raw materials and supplies                            0        28,358          578          147               0         29,083
                                                  ---------    ----------    ---------     --------      ----------     ----------
      Total inventories                                   0       336,125          814          313               0        337,252

  Other current assets                                    0        35,126           98          292               0         35,516
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total current assets                                0       463,709        4,540        2,042               0        470,291

  Property, plant and equipment, net                      0       288,332        4,010        3,450               0        295,792
  Investment in subsidiaries                      $ 187,336       309,191            0            0        (496,527)             0
  Goodwill and other intangible assets, net               0        54,842      193,061            0               0        247,903
  Other assets                                           60        47,634      110,908            0        (120,055)        38,547
                                                  ---------    ----------    ---------     --------      ----------     ----------
      Total assets                                $ 187,396    $1,163,708    $ 312,519     $  5,492      $ (616,582)    $1,052,533
                                                  =========    ==========    =========     ========      ==========     ==========


Liabilities and Shareholders' Equity
  Notes payable                                   $       0    $   75,400    $       0     $      0      $        0     $   75,400
  Current portion of long-term debt                       0        14,934            0            0               0         14,934
  Accounts payable                                       70        29,078        1,214          334               0         30,696
  Accrued interest                                        0        10,722            0            0               0         10,722
  Intercompany loans                                      0          (734)          87          647               0              0
  Other current liabilities                          15,815        53,168        5,541          997               0         75,521
                                                 ----------    ----------    ---------     --------      ----------     ----------
      Total current liabilities                      15,885       182,568        6,842        1,978               0        207,273

  Long-term debt                                          0       624,890            0            0               0        624,890
  Other non-current liabilities                       9,400       168,914            0            0        (120,055)        58,259
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total liabilities                              25,285       976,372        6,842        1,978        (120,055)       890,422

  Class B cumulative preferred stock                    239             0            0            0               0            239
  Class A common stock                               10,481             0            0            0               0         10,481
  Shareholders' equity                              151,391       187,336      305,677        3,514        (496,527)       151,391
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total liabilities and shareholders' equity  $ 187,396    $1,163,708     $312,519     $  5,492      $ (616,582)    $1,052,533
                                                  =========    ==========     ========     ========      ==========     ==========

</TABLE>



<PAGE>
<TABLE>



                                                                              Statement of Operations
                                                                     For  the Nine Months Ended March 30, 2002
                                                  --------------------------------------------------------------------------------
                                                    Pro-Fac       Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                  Cooperative    Foods, Inc.  Guarantors  Subsidiaries    Entries     Consolidated
                                                  ------------   -----------  ----------  ------------- ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                <C>            <C>           <C>          <C>           <C>          <C>
Net sales                                          $      0       $ 777,270     $ 11,397     $ 14,655      $ (14,655)   $ 788,667
Cost of sales                                             0        (610,177)      (8,008)     (14,106)        14,106     (618,185)
                                                   --------       ---------      -------     --------      ---------    ---------
Gross profit                                              0         167,093        3,389          549           (549)     170,482
Selling, administrative, and general expenses            (1)       (135,194)      (2,644)           0         43,043      (94,796)
Other (expense)/income                                    0            (150)      43,043          582        (43,625)        (150)
Income from joint venture                                 0           1,825            0            0              0        1,825
                                                   --------       ---------      -------     --------      ---------    ---------
Operating (loss)/income before dividing with Pro-Fac     (1)         33,574       43,788        1,131         (1,131)      77,361
Interest (expense)/income                                 0         (59,592)       7,949            0              0      (51,643)
                                                   --------       ---------     --------     --------      ---------    ---------
Pretax (loss)/income before dividing with Pro-Fac        (1)        (26,018)      51,737        1,131         (1,131)      25,718
Pro-Fac share of income                              12,860         (12,860)           0            0              0            0
                                                   --------      ----------     --------     --------      ---------    ---------
Income/(loss) before taxes                           12,859         (38,878)      51,737        1,131         (1,131)      25,718
Tax (provision)/benefit                              (2,242)         13,338      (18,402)        (401)             0       (7,707)
                                                   --------     ----------      --------     --------      ---------    ---------
Net income/(loss)                                  $ 10,617      $  (25,540)    $ 33,335     $    730      $  (1,131)   $  18,011
                                                   ========      ==========     ========     ========      =========    =========
</TABLE>
<TABLE>


                                                                           Statement of Operations
                                                                     For  the Quarter Ended March 30, 2002
                                               ------------------------------------------------------------------------------------
                                                 Pro-Fac      Agrilink     Subsidiary   Non-Guarantor  Eliminating
                                               Cooperative   Foods, Inc.   Guarantors   Subsidiaries      Entries    Consolidated
                                               ------------  -----------   ----------   -------------  ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                              <C>         <C>            <C>           <C>            <C>          <C>
Net sales                                        $       0   $  241,509     $   3,377     $   6,834      $ (6,834)    $ 244,886
Cost of sales                                            0     (188,407)       (2,530)       (6,475)        6,475      (190,937)
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Gross profit                                             0       53,102           847           359          (359)       53,949
Selling, administrative, and general expenses            0      (41,247)         (863)            0        11,081       (31,029)
Other (expense)/income                                   0            0        11,081           368       (11,449)            0
Income from joint venture                                0          627             0             0             0           627
                                                 ---------   ----------     ---------     ---------     ---------     ---------
Operating income before dividing with Pro-Fac            0       12,482        11,065           727          (727)       23,547
Interest (expense)/income                                0      (18,616)        2,665             0             0       (15,951)
                                                 ---------   -----------     ---------     --------      --------     ---------
Pretax (loss)/income before dividing with Pro-Fac        0       (6,134)       13,730           727          (727)        7,596
Pro-Fac share of income                              3,798       (3,798)            0             0             0             0
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Income/(loss) before taxes                           3,798       (9,932)       13,730           727          (727)        7,596
Tax (provision)/benefit                               (683)       3,567        (4,899)         (148)            0        (2,163)
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Net income/(loss)                                $   3,115   $   (6,365)    $   8,831     $     579      $   (727)    $   5,433
                                                 =========   ==========     =========     =========      ========     =========
</TABLE>



<PAGE>
<TABLE>


                                                                                Statement of Cash Flows
                                                                       For the Nine Months Ended March 30, 2002
                                                        ----------------------------------------------------------------------------
                                                          Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                        Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries   Consolidated
                                                        -----------  -----------  ----------  ------------- ----------- ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                       <C>        <C>          <C>          <C>           <C>          <C>
Net income/(loss)                                         $ 10,617   $ (25,540)   $ 33,335     $     730     $ (1,131)    $  18,011
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to class A members         (1,613)          0           0             0            0        (1,613)
     Depreciation                                                0      22,261         405           221            0        22,887
     Amortization of goodwill and certain intangible assets      0         299         563             0            0           862
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note              0       4,225           0             0            0         4,225
     Interest-in-kind on subordinated promissory note            0         873           0             0            0           873
     Equity in undistributed earnings of joint venture           0      (1,067)          0             0            0        (1,067)
     Change in working capital                              (1,792)    (61,183)    (33,521)          345        1,131       (95,020)
                                                          --------   ---------    --------     ---------     --------     ---------
Net cash provided by/(used in) operating activities          7,212     (60,132)        782         1,296            0       (50,842)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                    0     (10,521)          0           (16)           0       (10,537)
   Proceeds from disposals                                       0          52           0             0            0            52
   Proceeds from investment in CoBank                            0       3,998           0             0            0         3,998
                                                          --------   ---------    --------     ---------     --------     ---------
Net cash used in investing activities                            0      (6,471)          0           (16)           0        (6,487)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt                 0      75,400           0             0            0        75,400
   Payments on long-term debt                                    0      (9,072)          0             0            0        (9,072)
   Payments on capital lease                                     0        (111)          0             0            0          (111)
   Cash paid for debt amendments                                 0      (1,694)          0             0            0        (1,694)
   (Repurchase)/issuance of common stock, net                 (806)          0           0             0            0          (806)
   Cash dividends paid                                      (6,406)          0           0             0            0        (6,406)
                                                          --------   ---------    --------     ---------    ---------     ---------

Net cash (used in)/provided by financing activities         (7,212)     64,523           0             0            0        57,311
Net change in cash and cash equivalents                          0      (2,080)        782         1,280            0           (18)
Cash and cash equivalents at beginning of period                 0       7,624          21            11            0         7,656
                                                          --------   ---------    --------     ---------     --------     ---------
Cash and cash equivalents at end of period                $      0   $   5,544    $    803     $   1,291     $      0     $   7,638
                                                          ========   =========    ========     =========     ========     =========
</TABLE>
<PAGE>
<TABLE>

                                                                                 Balance Sheet
                                                                                March 24, 2001
                                                      -----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                   <C>         <C>           <C>          <C>           <C>           <C>
Assets
   Cash and cash equivalents                          $        0  $    4,939    $     192    $  1,440      $        0    $    6,571
   Accounts receivable, net                                    0     112,252        2,329          53               0       114,634
   Inventories -
     Finished goods                                            0     318,878          333         220               0       319,431
     Raw materials and supplies                                0      27,512          439         126               0        28,077
                                                      ----------  ----------    ---------    --------      ----------    ----------
       Total inventories                                       0     346,390          772         346               0       347,508

   Other current assets                                      105      46,278          162         226               0        46,771
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total current assets                                  105     509,859        3,455       2,065               0       515,484

   Property, plant and equipment, net                          0     300,366        4,198       3,695               0       308,259
   Investment in subsidiaries                            182,674     319,582            0           0        (502,256)            0
   Goodwill and other intangible assets, net                   0      48,460      202,768           0               0       251,228
   Other assets                                               59      53,850      114,519           0        (123,714)       44,714
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total assets                                   $  182,838  $1,232,117    $ 324,940    $  5,760      $ (625,970)   $1,119,685
                                                      ==========  ==========     =========   ========      ==========    ==========

Liabilities and Shareholders' Equity
   Notes payable                                      $        0  $   78,000    $       0    $      0      $        0    $   78,000
   Current portion of long-term debt                           0      15,596            0           0               0        15,596
   Accounts payable                                           57      79,439        1,169         286               0        80,951
   Accrued interest                                            0      12,873            0           0               0        12,873
   Intercompany loans                                          0      (2,466)       1,188       1,278               0             0
   Other current liabilities                              11,466      54,222        6,321         876               0        72,885
                                                      ----------  ----------    ---------    --------      ----------    ----------
       Total current liabilities                          11,523     237,664        8,678       2,440               0       260,305

   Long-term debt                                              0     635,356            0           0               0       635,356
   Other non-current liabilities                           9,400     176,423            0           0        (123,714)       62,109
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total liabilities                                  20,923   1,049,443        8,678       2,440        (123,714)      957,770

   Class B cumulative redeemable preferred stock             237           0            0           0               0           237
   Class A common stock                                   11,296           0            0           0               0        11,296

   Shareholders' equity                                  150,382     182,674      316,262       3,320        (502,256)      150,382
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total liabilities and shareholders' equity     $  182,838  $1,232,117    $ 324,940    $  5,760      $ (625,970)   $1,119,685
                                                      ==========  ==========    =========    ========      ==========    ==========
</TABLE>
<TABLE>

                                                                            Statement of Operations
                                                                   For the Nine Months Ended March 24, 2001
                                                      -----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net sales                                              $       0    $ 848,539   $  11,617    $   76,414   $ (40,514)     $  896,056
Cost of sales                                                  0     (687,760)     (7,337)      (76,299)     48,923        (722,473)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Gross profit                                                   0      160,779       4,280           115       8,409         173,583
Selling, administrative, and general expenses                (11)    (134,101)     (7,434)       (3,226)     47,244         (97,528)
Other income                                                   0            0      47,244           591     (47,835)              0
Income from joint venture                                      0        1,540           0             0           0           1,540
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Operating (loss)/income before dividing with Pro-Fac         (11)      28,218      44,090        (2,520)      7,818          77,595
Interest (expense)/income                                      0      (66,661)      7,165        (5,298)          0         (64,794)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Pretax (loss)/income before dividing with Pro-Fac            (11)     (38,443)     51,255        (7,818)      7,818          12,801
Pro-Fac share of income                                    6,408       (6,408)          0             0           0               0
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Income/(loss) before taxes                                 6,397      (44,851)     51,255        (7,818)      7,818          12,801
Tax (provision)/benefit                                   (2,154)      16,212     (18,436)         (506)          0          (4,884)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Net income/(loss)                                      $   4,243    $ (28,639)  $  32,819    $   (8,324)  $   7,818      $    7,917
                                                       =========    =========   =========    ==========   =========      ==========
</TABLE>
<PAGE>
<TABLE>
                                                                              Statement of Operations
                                                                        For the Quarter Ended March 24, 2001
                                                       ----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net sales                                              $       0    $ 265,703   $   3,732    $   16,557   $ (11,565)     $  274,427
Cost of sales                                                  0     (213,317)     (2,510)      (15,416)     13,141        (218,102)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Gross profit                                                   0       52,386       1,222         1,141       1,576          56,325
Selling, administrative, and general expenses                 (1)     (45,487)     (2,512)       (1,872)     14,263         (35,609)
Other income                                                   0            0      14,263           176     (14,439)              0
Income from joint venture                                      0          316           0             0           0             316
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Operating (loss)/income before dividing with Pro-Fac          (1)       7,215      12,973          (555)      1,400          21,032
Interest (expense)/income                                      0      (22,745)      2,737          (845)          0         (20,853)
                                                       ---------    ---------   ---------    ----------   ----------     ----------
Pretax (loss)/income before dividing with Pro-Fac             (1)     (15,530)     15,710        (1,400)      1,400             179
Pro-Fac share of income                                       92          (92)          0             0           0               0
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Income/(loss) before taxes                                    91      (15,622)     15,710        (1,400)      1,400             179
Tax (provision)/benefit                                     (681)       5,884      (5,653)         (270)          0            (720)
                                                       ---------     ---------  ---------    ----------   ---------      ----------
Net (loss)/income                                      $    (590)   $  (9,738)  $  10,057    $   (1,670)  $   1,400      $     (541)
                                                       =========    =========   =========    ==========   =========      ==========
</TABLE>
<TABLE>

                                                                           Statement of Cash Flows
                                                                   For  the Nine Months Ended March 24, 2001
                                                      ----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net income/(loss)                                      $   4,243    $ (28,639)  $  32,819    $   (8,324)  $   7,818      $    7,917
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to Class A members         (61)            0           0             0           0             (61)
     Depreciation                                             0        22,285         425         1,436           0          24,146
     Amortization of goodwill and certain intangible assets   0         1,933       5,481             0           0           7,414
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note           0         3,860           0           322           0           4,182
     Interest-in-kind on subordinated promissory note         0         1,231           0             0           0           1,231
     Equity in undistributed earnings of joint venture        0        (1,540)          0             0           0          (1,540)
     Equity in undistributed earnings of CoBank               0           (96)          0             0           0             (96)
     Change in working capital                            1,425       (47,715)    (36,007)        7,059      (7,818)        (83,056)
                                                       --------     ---------   ---------    ----------   ---------      -----------
Net cash provided by/(used in) operating activities       5,607       (48,681)      2,718           493           0         (39,863)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 0       (17,083)     (2,735)       (1,163)          0         (20,981)
   Proceeds from disposals                                    0         5,058           0            10           0           5,068
   Proceeds from investment in CoBank                         0         2,926           0             0           0           2,926
                                                       --------     ---------   ---------    ----------   ---------      ----------
Net cash used in investing activities                         0        (9,099)     (2,735)       (1,153)          0         (12,987)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt              0        72,300           0         2,100           0          74,400
   Payments on long-term debt                                 0       (12,659)          0             0           0         (12,659)
   Cash paid in conjunction with debt amendment               0        (1,707)          0             0           0          (1,707)
   Cash portion of non-qualified conversion                 (83)            0           0             0           0             (83)
   (Repurchases)/issuance of common stock, net              631             0           0             0           0             631
   Cash dividends paid                                   (6,155)            0           0             0           0          (6,155)
                                                      ---------     ---------   ---------    ----------   ---------      ----------

Net cash (used in)/provided by financing activities      (5,607)       57,934           0         2,100           0          54,427
Net change in cash and cash equivalents                       0           154         (17)        1,440           0           1,577
Cash and cash equivalents at beginning of period              0         4,785         209             0           0           4,994
                                                       --------     ---------   ---------    ----------   ---------      ----------
Cash and cash equivalents at end of period             $      0     $   4,939   $     192    $    1,440   $       0      $    6,571
                                                       ========     =========   =========    ==========   =========      ==========
</TABLE>
NOTE 8. OTHER MATTERS

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
agreed to contract pack Nalley and Farman's  pickle products for a period of two
years,  ending June 2002.  In  anticipation  of the  completion  of this co-pack
contract,  Agrilink Foods initiated  restructuring  activities for approximately
140  employees  in that  facility  located  in  Tacoma,  Washington.  The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next six months.
<PAGE>

In addition,  on October 12, 2001,  Agrilink Foods announced a further reduction
of  approximately  7  percent  of  its  nationwide  workforce,  for a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  Agrilink  Foods  recorded  a charge  against
earnings of  approximately  $1.6  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include operational and administrative  positions,  and net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.  Of this  charge,  approximately  $1.3  million  has been  paid and the
remaining termination benefits will be liquidated during the next three months.

Gain from Pension  Curtailment:  During September 2001,  Agrilink Foods made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon,  Blue Line Farms commenced a class action suit against Agrilink
Foods, Pro-Fac Cooperative, Inc., Mr. Mike Shelby, and "Does" 1-50, representing
directors, officers, and agents of the corporate defendants.

The complaint alleges (i) fraud in operating AgriFrozen,  a former subsidiary of
Pro-Fac; (ii) breach of fiduciary duty in operating AgriFrozen;  (iii) negligent
misrepresentation  in  operating  AgriFrozen;  (iv) breach of  contract  against
Pro-Fac;  (v)  breach  of good  faith and fair  dealing  against  Pro-Fac;  (vi)
conversion  against Pro-Fac and Agrilink Foods;  (vii) intentional  interference
with a contract against  Agrilink Foods; and (viii) statutory Oregon  securities
law violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.

Dividends:  Subsequent to quarter end, the Cooperative  declared a cash dividend
of $.43 per share on the Class A Cumulative  Preferred  Stock.  These  dividends
approximate $1.9 million and were paid on April 29, 2002.