UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    Form 10-K


(Mark One)
   [X] Annual Report Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934

                     For the Fiscal Year Ended June 30, 2001
                                       or
   [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             For the Transition Period from        to
                                            ------    ------


               Registration Statement (Form S-4) Number 333-70143

                              AGRILINK FOODS, INC.
             (Exact name of registrant as specified in its charter)

      New York                                          16-0845824
(State of Incorporation)                    (IRS Employer Identification Number)

              90 Linden Oaks, PO Box 20670, Rochester, NY       14602-0670
                 (Address of Principal Executive Offices)        (Zip Code)

         Registrant's telephone number, including area code: (716) 383-1850
          Securities Registered Pursuant to Section 12(b) of the Act: NONE
          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 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    YES X NO

Indicate by check mark 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 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. [X]

Aggregate market value of voting stock held by non-affiliates of the registrant:
                                      NONE
              Number of common shares outstanding at September 1, 2001:

                              Common Stock: 10,000


<PAGE>





                   FORM 10-K ANNUAL REPORT - Fiscal Year 2001
                              AGRILINK FOODS, INC.
                                TABLE OF CONTENTS

                                     PART I

<TABLE>
                                                                                                                           PAGE
<S>           <C>                                                                                                           <C>
ITEM 1.       Description of Business
                  Cautionary Statement on Forward-Looking Statements...................................................      3
                  General Development of Business......................................................................      3
                  Narrative Description of Business ...................................................................      4
                  Financial Information About Industry Segments........................................................      6
                  Packaging and Distribution...........................................................................      6
                  Trademarks...........................................................................................      6
                  Raw Material Sources.................................................................................      7
                  Environmental Matters................................................................................      7
                  Seasonality of Business..............................................................................      7
                  Practices Concerning Working Capital.................................................................      8
                  Significant Customers................................................................................      8
                  Backlog of Orders....................................................................................      8
                  Business Subject to Government Contracts.............................................................      8
                  Competitive Conditions...............................................................................      8
                  Market and Industry Data.............................................................................      9
                  New Products and Research and Development............................................................      9
                  Employees............................................................................................      9
ITEM  2.      Description of Properties................................................................................      9
ITEM  3.      Legal Proceedings........................................................................................     11
ITEM  4.      Submission of Matters to a Vote of Security Holders......................................................     11

                                     PART II

ITEM  5.      Market for Registrant's Common Stock and Related Security Holder Matters.................................     12
ITEM  6.      Selected Financial Data..................................................................................     12
ITEM  7.      Management's Discussion and Analysis of Financial Condition and Results of Operations....................     13
ITEM  7A.     Quantitative and Qualitative Disclosures About Market Risk...............................................     23
ITEM  8.      Financial Statements and Supplementary Data..............................................................     24
ITEM  9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................     57

                                    PART III

ITEM 10.      Directors and Executive Officers of the Registrant.......................................................     58
ITEM 11.      Executive Compensation...................................................................................     60
ITEM 12.      Security Ownership of Certain Beneficial Owners and Management...........................................     62
ITEM 13.      Certain Relationships and Related Transactions...........................................................     62

                                     PART IV

ITEM 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K..........................................     64
              Signatures...............................................................................................     69
</TABLE>



<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, Agrilink Foods, Inc. (the "Company" or "Agrilink Foods")
makes oral and written statements that may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995
(the "Act") or by the Securities and Exchange Commission ("SEC") in its rules,
regulations, and releases. The Company desires to take advantage of the "safe
harbor" provisions in the Act for forward-looking statements made from time to
time, including, but not limited to, the forward-looking information contained
in the Management's Discussion and Analysis of Financial Condition and Results
of Operations and other statements made in this Form 10-K and in other filings
with the SEC.

The Company cautions readers that any such forward-looking statements made by or
on behalf of the  Company are based on  management's  current  expectations  and
beliefs but are not  guarantees  of future  performance.  Actual  results  could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements. The factors that could impact the Company include:

*    the impact of strong competition in the food industry;

*    the impact of changes in consumer demand;

*    the impact of weather on the volume and quality of raw product;

*    the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

*    the  continuation  of  the  Company's  success  in  integrating  operations
     (including the  realization of anticipated  synergies in operations and the
     timing of any such  synergies)  and the  availability  of  acquisition  and
     alliance opportunities;

*    the Company's  ability to achieve gains in productivity and improvements in
     capacity utilization; and

*    the Company's ability to service debt.

                         GENERAL DEVELOPMENT OF BUSINESS

Agrilink Foods,  incorporated in New York in 1961, is a producer and marketer of
processed food products. The terms "Company" and "Agrilink Foods" mean "Agrilink
Foods, Inc." and its subsidiaries  unless the context indicates  otherwise.  The
Company has four primary product lines including:  vegetables,  fruits,  snacks,
and canned meals. The majority of each of the product lines' net sales is within
the United  States.  In addition,  all of the  Company's  operating  facilities,
excluding one in Mexico, are within the United States.

Agrilink  Foods  is a  wholly-owned  subsidiary  of  Pro-Fac  Cooperative,  Inc.
("Pro-Fac").  Pro-Fac is an agricultural  cooperative corporation formed in 1960
under the Cooperative  Corporation  Laws of New York to process and market crops
grown by its  members.  The  Cooperative  conducts  business  under  the name of
Agrilink.  In  addition,  the board of  directors  of Agrilink  Foods,  Inc. and
Pro-Fac  conduct  joint  meetings,  coordinate  their  activities,  and act on a
consolidated basis. Although Pro-Fac Cooperative, Inc. continues to be the legal
name of the  Cooperative,  with the same structure and  regulations  required by
bank credit  agreements  and bond  indentures,  and with the same stock  symbol,
"PFACP," it is presented as Agrilink for all other communications.

Pro-Fac and Agrilink  Foods operate under the guidance of the Pro-Fac  Marketing
and Facilitation Agreement (the "Pro-Fac Marketing Agreement").

The  Pro-Fac  Marketing  Agreement  provides  for  Pro-Fac  to supply  crops and
additional financing to Agrilink Foods, for Agrilink Foods to provide market and
management  services  to  Pro-Fac,  and for  Pro-Fac to share in the profits and
losses of Agrilink Foods. Pro-Fac is required to reinvest at least 70 percent of
any additional  patronage income in Agrilink Foods. To preserve the independence
of Agrilink Foods,  the Pro-Fac  Marketing  Agreement also requires that certain
directors of Agrilink Foods be individuals who are not employees or shareholders
of,  or  otherwise  affiliated  with,  Pro-Fac  or the  Company  ("Disinterested
Directors") and requires that certain decisions, including the volume of and the
amount  to be  paid  for  crops  received  from  Pro-Fac,  be  approved  by  the
Disinterested Directors. See further discussion of the relationship with Pro-Fac
in NOTE 2 to the "Notes to Consolidated Financial Statements."

<PAGE>
Under the Pro-Fac Marketing  Agreement,  Agrilink Foods manages the business and
affairs of  Pro-Fac  and  provides  all  personnel  and  administrative  support
required.  Pro-Fac  pays  Agrilink  Foods a  quarterly  fee of $25,000 for these
services.

Acquisition of Dean Foods  Vegetable  Company:  On September 24, 1998,  Agrilink
Foods acquired the Dean Foods Vegetable Company ("DFVC"),  the frozen and canned
vegetable  business of Dean Foods Company ("Dean  Foods"),  by acquiring all the
outstanding  capital  stock of Dean  Foods  Vegetable  Company  and Birds Eye de
Mexico  SA  de  CV  (the  "DFVC  Acquisition").  In  connection  with  the  DFVC
Acquisition,  Agrilink Foods sold its aseptic  business to Dean Foods.  Agrilink
Foods paid $360 million in cash,  net of the sale of the aseptic  business,  and
issued to Dean Foods a $30 million  unsecured  subordinated  promissory note due
November  22,  2008  (the  "Dean  Foods   Subordinated   Promissory  Note"),  as
consideration  for the DFVC  Acquisition.  (This note was  subsequently  sold to
Great Lakes Kraut Company,  a joint venture of the Company,  in December  2000.)
The Company had the right,  exercisable  until July 15,  1999,  to require  Dean
Foods,  jointly with the Company, to treat the DFVC Acquisition as an asset sale
for tax purposes under Section 338(h)(10) of the Internal Revenue Code. On April
15,  1999,  the  Company  paid $13.2  million to Dean  Foods and  exercised  the
election.

After the DFVC Acquisition,  DFVC was merged with and into the Company. DFVC was
one of the leading  processors of vegetables in the United  States,  selling its
products  under  well-known  brand names,  such as Birds Eye,  Birds Eye Voila!,
Freshlike and Veg-All, and various private labels. The Company believes that the
DFVC  Acquisition  strengthens  its  competitive  position by: (i) enhancing its
brand  recognition and market position,  (ii) providing  opportunities  for cost
savings  and  operating  efficiencies  and  (iii)  increasing  its  product  and
geographic diversification.

Concurrently with the DFVC  Acquisition,  Agrilink Foods refinanced its existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998, Agrilink Foods commenced a tender offer (the "Tender Offer")
for all the Old Notes and a consent solicitation to certain amendments under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink Foods for aggregate  consideration  of  approximately  $184 million,
including  accrued interest of $2.9 million.  Agrilink Foods also terminated its
then existing bank facility  (including  seasonal  borrowings) and repaid $176.5
million,  excluding interest owed and breakage fees outstanding thereunder.  The
Company  recognized an extraordinary  item of $16.4 million (net of income taxes
and after dividing with Pro-Fac) in the first quarter of fiscal 1999 relating to
this refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related  fees and  expenses,  Agrilink  Foods:  (i)  entered  into a new  credit
facility  (the  "Credit  Facility")  providing  for $455  million  of term  loan
borrowings (the "Term Loan Facility") and up to $200 million of revolving credit
borrowings (the "Revolving Credit Facility"),  (ii) entered into and drew upon a
$200 million  bridge loan facility (the "Bridge  Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Bridge Facility was
repaid during November of 1998  principally  with the proceeds from a new Senior
Subordinated  Note  Offering  (the  "Notes").  See  NOTE  8  to  the  "Notes  to
Consolidated  Financial  Statements - Debt - Senior  Subordinated Notes - 11-7/8
Percent due 2008." Debt issue costs of $5.5 million  associated  with the Bridge
Facility were expensed  during the quarter ended  December 26, 1998.

The Credit  Facility and the Notes  restrict the ability of Pro-Fac to amend the
Pro-Fac Marketing and Facilitation Agreement. The Credit Facility and Notes also
restrict  the amount of  dividends  and other  payments  that may be made by the
Company to Pro-Fac.

                        NARRATIVE DESCRIPTION OF BUSINESS

The  Company  sells  products  in  three  principal  categories:  (i)  "branded"
products, which are sold under various Company trademarks,  (ii) "private label"
products, which are sold to grocers who in turn use their own brand names on the
products and (iii) "food  service/industrial"  products,  which are sold to food
service institutions such as restaurants,  caterers,  bakeries,  and schools. In
fiscal 2001,  approximately  64 percent of the  Company's net sales were branded
and the remainder divided between private label and food service/industrial. The
Company's  branded  products are listed under the  "Trademarks"  section of this
report.   The  Company's  private  label  products  include  canned  and  frozen
vegetables,  salad dressings,  salsa,  applesauce,  fruit fillings and toppings,
Southern frozen vegetable specialty products,  and frozen breaded,  and battered
products  which  are sold to  customers  such as  Albertson's,  Fleming,  Piggly
Wiggly, Safeway,  Wal-Mart/Sam's,  SuperValu,  BJ's, Wegmans and Winn-Dixie. The
Company's  food  service/industrial  products  include  salad  dressings,  fruit
fillings  and  toppings,   canned  and  frozen   vegetables,   frozen   Southern
specialties,  frozen breaded and battered products, and canned and frozen fruit,
which are sold to customers  such as Alliant Food Service,  Gordon Food Service,
Pocahontas,  PYA Monarch,  Church's,  Denny's, Food Service of America, KFC, MBM
Corporation, McDonald's, and SYSCO.

The Company has four primary  product lines:  vegetables,  fruits,  snacks,  and
canned meals. A description of the Company's four primary product lines follows:
<PAGE>
Vegetables: The vegetable product line consists of canned and frozen vegetables,
chili beans, and various other products. Additional products include value-added
items  such as frozen  vegetable  blends,  Southern-specialty  products  such as
black-eyed peas,  okra, and Southern squash,  frozen meal starters with pasta or
potatoes and sauce and complete frozen meals in a bag.  Branded  products within
the vegetable product line include Birds Eye, Birds Eye Voila!, Birds Eye Simply
Grillin',  Freshlike, Veg-All, McKenzies, and Brooks Chili Beans. In fiscal 2001
vegetable  product line net sales  represented  approximately  74 percent of the
Company's total net sales.  Within this product line net sales of  approximately
62 percent  represented  branded products,  16 percent represented private label
products and 22 percent represented food service/industrial products.

The  Company is a major  supplier  of frozen  vegetables  for Sam's Club  stores
across the United States and the exclusive supplier in a significant  portion of
their Clubs.  The Company is also a 50 percent  partner with Flanagan  Brothers,
Inc. in Great Lakes Kraut Company,  LLC, a New York limited  liability  company.
This joint venture includes the Silver Floss and Krrrrisp Kraut brands.

On June 23,  2000,  Agrilink  Foods  sold its pickle  business  based in Tacoma,
Washington to Dean Pickle and  Specialty  Products  Company,  subsidiary of Dean
Foods. This business included pickle, pepper, and relish products sold primarily
under the Nalley and  Farman's  brand  names.  Agrilink  Foods will  continue to
contract  pack Nalley and  Farman's  pickle  products for a period of two years,
beginning June 23, 2000, at the existing Tacoma  processing plant which Agrilink
Foods will operate.  Under a related agreement,  the Cooperative will supply raw
cucumbers grown in the  Northwestern  United States to Dean Pickle and Specialty
Products Company, for a minimum 10-year period at market pricing.

On  December  17,  1999,  the Company  sold its  Cambria,  Wisconsin  processing
facility  to Del  Monte.  This  facility  was  primarily  utilized  for  canning
operations.

On November 8, 1999, the Company sold its Midwest private label canned vegetable
business  to Seneca  Foods.  Included  in this  transaction  was the  Arlington,
Minnesota  facility.  This sale did not include  the  Company's  retail  branded
canned vegetables Veg-All and Freshlike.

On  September  24,  1998,  Agrilink  Foods  acquired  the DFVC frozen and canned
vegetable  businesses.  DFVC was one of the leading  processors of vegetables in
the United States  selling its products  under  well-known  brands such as Birds
Eye, Freshlike, and Veg-All, and various private labels.

Fruits:  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 Company is a major supplier of branded and private
label  fruit  fillings  to  retailers  and  food  service  institutions  such as
restaurants, caterers, bakeries, and schools. In fiscal 2001, fruit product line
net sales represented  approximately 9 percent of the Company's total net sales.
Within this product  line,  net sales of  approximately  53 percent  represented
branded products, 17 percent represented private label products,  and 30 percent
represented food service/industrial products.

Snacks:  The snacks  product line consists of several  varieties of potato chips
including  regular and kettle fried,  as well as popcorn,  cheese  curls,  snack
mixes,  and other  corn-based  snack items.  Kettle fried potato chips produce a
potato chip that is thicker and crisper  than other potato  chips.  Items within
this product line are marketed primarily in the Pacific  Northwest,  Midwest and
Mid-Atlantic  states.  Branded products within the snacks category include Tim's
Cascade  Chips,  Snyder of Berlin,  Husman,  La  Restaurante,  Erin's,  Beehive,
Pops-Rite,   and  Super  Pop.  In  fiscal  2001  snacks  net  sales  represented
approximately  8 percent of the Company's  total net sales.  Within this product
line, net sales of  approximately 89 percent  represented  branded  products,  9
percent  represented  private label  products,  and 2 percent  represented  food
service/industrial products.

Effective  June 24,  2000,  Agrilink  Foods  acquired  the  Flavor  Destinations
Trademark for snack items and began  manufacturing  and marketing  this regional
brand through its Tim's Cascade Chips business in Auburn, Washington.

Effective July 21, 1998, the Company acquired J.A. Hopay  Distributing Co., Inc.
("Hopay") of Pittsburgh, Pennsylvania. Hopay was a former distributor for Snyder
of Berlin products.

Canned Meals: The canned meal product line includes canned meat products such as
chilies,  stews,  soups, and various other  ready-to-eat  prepared meals.  Items
within this  product  line are  marketed  primarily  in the  Pacific  Northwest.
Branded products within the canned meal category include Nalley.  In fiscal 2001
canned  meals net sales  represented  approximately  5 percent of the  Company's
total net sales. Within this product line, net sales of approximately 79 percent
represented branded products, 18 percent represented private label products, and
3 percent represented food service/industrial products.

<PAGE>

Other:  The Company's other product line primarily  represents  salad dressings.
Branded products within this category include  Bernstein's and Nalley. In fiscal
2001, other net sales represented approximately 4 percent of the Company's total
net sales.

On January 29, 1999,  the Company sold the Adams brand peanut butter  operations
to the J. M. Smucker Company.

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The business of the Company is principally  conducted in four industry segments:
vegetables,  fruits,  canned meals, and snacks. The financial statements for the
fiscal years ended June 30, 2001,  June 24, 2000,  and June 26, 1999,  which are
included in this report,  reflect the information relating to those segments for
each of the Company's last three fiscal years.

                           PACKAGING AND DISTRIBUTION

The food products  produced by the Company are  distributed to various  consumer
markets in all 50 states. International sales account for a small portion of the
Company's  activities.  Vegetables,  fruits, and canned meals are primarily sold
through  food  brokers  who sell  primarily  to  supermarket  chains and various
institutional   entities.   Snack  products  are  primarily   marketed   through
distributors  (some of which are owned and  operated  by the  Company)  who sell
directly to retail outlets in the Midwest,  Mid-Atlantic and Pacific  Northwest.
Customer brand operations encompass the sale of products under private labels to
chain stores and under the controlled  labels of buying groups.  The Company has
developed  central storage and  distribution  facilities that permit  multi-item
single shipment to customers in key marketing areas.

The Company  maintains a multiyear  logistic  agreement with American  President
Lines  ("APL")  under  which APL  provides  freight  management,  packaging  and
labeling services,  and distribution  support to and from production  facilities
owned by the Company in and around Coloma, Michigan.

The Company also maintains a long-term  logistics agreement with Americold under
which Americold manages the Montezuma, Georgia frozen food distribution facility
and all frozen food  transportation  operations of Agrilink Foods in Georgia and
New York.

                                   TRADEMARKS

The major  brand  names  under  which  the  Company  markets  its  products  are
trademarks  of the Company.  Such brand names are  considered  to be of material
importance  to the  business  of the  Company  since  they  have the  effect  of
developing brand  identification  and maintaining  consumer  loyalty.  There are
trademark registrations for substantially all of the trademarks. These trademark
registrations  are of  perpetual  duration  so  long as  they  are  periodically
renewed. It is the Company's intent to maintain its trademark registrations. The
major brand names utilized by the Company follow:

<TABLE>
Product Line                                                  Brand Name
-------------     ---------------------------------------------------------------------------------------------------------

<S>               <C>
Vegetables        Birds  Eye,  Voila!,  Birds  Eye  Simply  Grillin'(1),  Birds  Eye  Fresh(1),  Freshlike,  Veg-All,  Brooks,
                  Chill-Ripe,  Comstock,  Greenwood,  McKenzie's,  McKenzie's Gold King,  Southern Farms,  Southland,  Nalley,
                  Pixie, Thank You, Silver Floss(2), Krrrrisp Kraut(2)

Fruits            Birds Eye,  Chill-Ripe,  Comstock,  Globe,  McKenzies,  Orchard Farm, Orchard Fresh, Pixie,  Southern Farms,
                  Thank You, Squeezle Sauz(1), West Bay, Wilderness, Tropic Isle

Snacks            Snyder of Berlin,  Thunder  Crunch,  Tim's Cascade Chips, La Restaurante,  Erin's,  Husman,  Naturally Good,
                  Beehive, Pops-Rite, Savoral, Super Pop, Flavor Destinations

Canned Meals      Nalley, Mariners Cove, Riviera

Other             Bernstein's, Nalley


<FN>
(1)  Application filed and U.S. federal registration is pending.

(2)  Represent trademarks of Great Lakes Kraut Company, LLC.  The Company owns a 50 percent interest in this joint venture.
</FN>
</TABLE>
<PAGE>
                              RAW MATERIAL SOURCES

Of the  commodity  types  supplied  by  Pro-Fac,  approximately  60 percent  was
received from members of the Cooperative. The Company also purchased on the open
market some crops of the same type and quality as those  purchased from Pro-Fac.
Such open market  purchases  may occur at prices higher or lower than those paid
to Pro-Fac for similar products. See further discussion of the relationship with
Pro-Fac in NOTE 2 to the "Notes to Consolidated Financial Statements."

The vegetable and fruit portions of the business can be positively or negatively
affected  by weather  conditions  nationally  and the  resulting  impact on crop
yields.  Favorable  weather  conditions  can  produce  high crop  yields  and an
oversupply  situation.  This situation  typically  results in depressed  selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

The Company  purchases all of its  requirements  for  nonagricultural  products,
including  containers,  in  the  open  market.  Although  the  Company  has  not
experienced  any  difficulty  in  obtaining  adequate  supplies  of such  items,
occasional periods of short supply of certain raw materials may occur.

                              ENVIRONMENTAL MATTERS

The disposal of solid and liquid waste material  resulting from the  preparation
and  processing  of foods and the  emission of wastes and odors  inherent in the
heating of foods during  preparation are subject to various federal,  state, and
local environmental laws and regulations.  Such laws and regulations have had an
important  effect  on  the  food  processing  industry  as  a  whole,  requiring
substantially  all firms in the  industry  to incur  material  expenditures  for
modification of existing processing facilities and for construction of new waste
treatment  facilities.  The  Company  is also  subject to  standards  imposed by
regulatory  agencies  pertaining  to the  occupational  health and safety of its
employees.  Management believes that continued measures to comply with such laws
and  regulations  will not have a material  adverse effect upon its  competitive
position or financial condition.

Among the various programs for the protection of the environment which have been
adopted by the Company to date,  the most  important  for the  operations of the
Company  are the waste  water  discharge  permit  programs  administered  by the
environmental  protection  agencies in those  states in which the  Company  does
business  and  by the  federal  Environmental  Protection  Agency.  Under  these
programs, permits are required for processing facilities which discharge certain
wastes into  streams and other  bodies of water,  and the Company is required to
meet  certain  discharge  standards  in  accordance  with  compliance  schedules
established  by  such  agencies.  The  Company  has  received  permits  for  all
facilities  for  which  permits  are  required.  Each year the  Company  submits
applications for renewal permits as required for the facilities.

While the Company  cannot  predict with  certainty the effect of any proposed or
future  environmental  legislation or regulations on its processing  operations,
management of the Company believes that the waste disposal systems which are now
in operation or which are being constructed or designed are sufficient to comply
with all currently applicable laws and regulations.

The Company is cooperating with  environmental  authorities in remedying various
minor  environmental  matters at several of its plants.  Such  actions are being
conducted  pursuant  to  procedures  approved by the  appropriate  environmental
authorities at a cost that is not expected to be material.

Expenditures related to environmental  programs and facilities have not had, and
are not expected to have, a material  effect on the earnings of the Company.  In
fiscal 2001,  total  capital  expenditures  of the Company were $25.1 million of
which   approximately   $0.6  million  was  devoted  to  the   construction   of
environmental  facilities.  The Company  estimates  that  environmental  capital
expenditures  will be  approximately  $0.8  million  for the 2002  fiscal  year.
However, there can be no assurance that expenditures will not be higher.

                             SEASONALITY OF BUSINESS

From a sales point of view, the business of the Company is not highly  seasonal,
since the  demand  for its  products  is fairly  constant  throughout  the year.
Exceptions  to this general rule  include some  products  that have higher sales
volume  in the cool  weather  months  (such as  canned  and  frozen  fruits  and
vegetables, chili, and fruit fillings and toppings), and others that have higher
sales  volume  in the warm  weather  months  (such as  potato  chips  and  salad
dressings).  Since  many of the  raw  materials  processed  by the  Company  are
agricultural  crops,  production of these  products is  predominantly  seasonal,
occurring during and immediately following the harvest seasons of such crops.

<PAGE>
                      PRACTICES CONCERNING WORKING CAPITAL

The  Company  must  maintain  substantial  inventories  throughout  the  year of
finished  products  produced from seasonal raw materials.  These inventories are
generally financed through seasonal  borrowings.  The Company's Revolving Credit
Facility  is used  primarily  for  seasonal  borrowings,  the  amount  of  which
fluctuates during the year. Both the maintenance of substantial  inventories and
the practice of seasonal borrowing are common to the food processing industry.

                              SIGNIFICANT CUSTOMERS

The Company's principal industry segments are not dependent upon the business of
a single customer or a few customers. The Company does not have any customers to
whom  sales  are  made in an  amount  which  equals  10  percent  or more of the
Company's net sales.

                                BACKLOG OF ORDERS

Backlog of orders has not  historically  been significant in the business of the
Company.  Orders are filled  shortly after receipt from  inventories of packaged
and processed foods.

                   BUSINESS SUBJECT TO GOVERNMENTAL CONTRACTS

No material  portion of the business of the Company is subject to  renegotiation
of contracts with, or termination by, any governmental agency.

                             COMPETITIVE CONDITIONS

All products of the Company,  particularly branded products,  compete with those
of other national and major regional food  processors  under highly  competitive
conditions.  The  principal  methods of  competition  in the food industry are a
readily  available  and broad line of  products,  product  quality,  price,  and
marketing and sales promotion.

Quality  of  product  and  uniformity  of  quality  are  important   methods  of
competition.  The  Company's  relationship  with Pro-Fac gives the Company local
sources of supply,  thus  allowing  the  Company to  exercise  control  over the
quality and uniformity of much of the raw product that it purchases. The members
of  Pro-Fac  generally  operate  relatively  large  production  operations  with
emphasis on mechanized growing and harvesting techniques. This factor is also an
advantage in producing uniform, high-quality food products.

The  Company's  pricing  is  generally  competitive  with  that  of  other  food
processors  for  products of  comparable  quality.  The branded  products of the
Company are  marketed  under  national  and  regional  brands.  In fiscal  2001,
marketing  programs for national  brands focused  primarily on Birds Eye Voila!,
Birds Eye Baby Vegetables,  and Birds Eye Simply Grillin'.  National advertising
campaigns can include television,  magazines,  coupons, and in-store promotions.
Marketing  programs  for  regional  brands  are  focused  on  local  tastes  and
preferences  as  a  means  of  developing   consumer  brand  loyalty.   Regional
advertising campaigns included magazines, coupons, and in-store promotions.

Although  the  relative  importance  of  the  above  factors  may  vary  between
particular products or customers,  the above description is generally applicable
to all of the  products of the Company in the various  markets in which they are
distributed.

Profit  margins for fruits and  vegetables  are  subject to industry  supply and
demand  fluctuations,  attributable  to changes in growing  conditions,  acreage
planted,  inventory carryover,  and other factors. The Company has endeavored to
protect against changing growing  conditions through  geographical  expansion of
its sources of supply.

The  percentage  of sales under  brand  names owned and  promoted by the Company
amount  to  approximately   64  percent;   food   service/industrial   represent
approximately   20  percent;   and  private  label  sales  currently   represent
approximately 16 percent.

It is difficult to estimate the number of  competitors  in the markets served by
the Company. Nearly all products sold by the Company compete with the nationally
advertised brands of leading food processors,  including Del Monte, Green Giant,
Heinz,  Frito-Lay,  Kraft, and similar major brands, as well as with the branded
and private  label  products of a number of regional  processors,  many of which
operate only in portions of the marketing area served by the Company.

<PAGE>
                            MARKET AND INDUSTRY DATA

Unless  otherwise  stated in this  report,  industry  and market share data used
throughout  this Form 10-K was derived  from  industry  sources  believed by the
Company to be reliable, including information provided by Information Resources,
Inc.  Such data was obtained or derived from  consultants'  reports and industry
publications.  Consultants'  reports and industry  publications  generally state
that the information  contained  therein has been obtained from sources believed
to be reliable,  but that the accuracy and  completeness of such  information is
not guaranteed.  The Company has not independently  verified such data and makes
no representation to its accuracy.

                    NEW PRODUCTS AND RESEARCH AND DEVELOPMENT

The Company operates a technical center located in Green Bay,  Wisconsin that is
responsible for new product  development,  quality  assurance,  and engineering.
Approximately  27  employees  are  employed  within this  facility.  The Company
follows a  four-stage  new product  development  process as follows:  screening,
feasibility,  development,  and commercialization.  This new product development
process ensures input from consumers,  customers,  and internal functional areas
before a new product is brought to market.

The Company also focuses on the development of related products or modifications
of existing  products for the Company's  brands and customized  products for the
Company's private label and food service businesses.

The amount expensed during the last three fiscal years on Company-sponsored  and
customer-sponsored  research  activities  relating  to  the  development  of new
products or the improvement of existing products has not been material.

During  fiscal 1999,  Birds Eye Voila!,  a frozen  all-in-one  meal product that
includes  vegetables,  starch  (pasta or potatoes),  seasonings,  and bite sized
pieces of protein (chicken,  beef, turkey, or shrimp),  in a variety of flavors,
was introduced.  Fiscal 2001 net sales for Birds Eye Voila!  were  approximately
$108.1  million  and  fiscal  2000 net sales for Birds Eye  Voila!  were  $104.5
million. During fiscal 2001, the Company introduced Birds Eye Simply Grillin', a
preseasoned  blend of top quality Birds Eye vegetables in a foil tray. Net sales
for Simply Grillin' were approximately  $11.3 million in fiscal 2001. A national
advertising  campaign for Simply  Grillin' has been  initiated  during the first
quarter of fiscal 2002.

                                    EMPLOYEES

As of June 30, 2001, the Company had 4,685  full-time  employees,  of whom 3,401
were  engaged  in  production   and  the  balance  in   management,   sales  and
administration.  As of that date, the Company also employed  approximately 3,360
seasonal  and other  part-time  employees,  almost  all of whom were  engaged in
production.  Most of the  production  employees  are  members of  various  labor
unions.  The Company  believes its current  relationship  with its  employees is
good.

ITEM 2. DESCRIPTION OF PROPERTIES

All plants, warehouses, office space and other facilities used by the Company in
its business are either owned by Agrilink  Foods or one of its  subsidiaries  or
leased from unaffiliated third parties.  All of the properties owned by Agrilink
Foods are subject to mortgages in favor of its primary lender.  In general,  the
properties  include  offices,   processing  plants  and  warehouse  space.  Some
processing  plants  are  located  in rural  areas  that are  convenient  for the
delivery  of crops.  The  Company  also has  dispersed  warehouse  locations  to
facilitate the distribution of finished  products.  Agrilink Foods believes that
its  facilities  are in good  condition  and suitable for the  operations of the
Company.

The Company's Alton, New York property is held for sale.

The following  table  describes all material  facilities  leased or owned by the
Company (other than the  properties  held for sale,  certain  public  warehouses
leased by the Company from  unaffiliated  third  parties from time to time,  and
facilities  owned by the Company's  joint  venture,  Great Lakes Kraut  Company,
LLC).  Except as otherwise noted,  each facility set forth below is owned by the
Company.

                       FACILITIES UTILIZED BY THE COMPANY

<TABLE>
Type of Property (By Product Line)                                Location                                Square Feet
----------------------------------                                --------                                -----------
<S>                                                               <C>                                       <C>
Vegetables:
Warehouse                                                         Sodus, MI                                 243,138
Freezing plant, warehouse, dry storage, and office                Barker, NY                                123,600
Freezing plant                                                    Bergen, NY                                138,554
</TABLE>


<PAGE>

<TABLE>
Type of Property (By Product Line)                                Location                                Square Feet
----------------------------------                                --------                                -----------
<S>                                                               <C>                                       <C>
Vegetables (Continued):
Cold storage and repackaging plant and public storage warehouse   Brockport, NY                             404,410
Canning plant and warehouse, freezing plant                       Oakfield, NY                              263,410
Freezing plant, cold storage, repackaging plant and office        Montezuma, GA                             591,300
Freezing plant, cold storage, and office                          Alamo, TX                                 114,446
Freezing plant, cold storage, and office                          Bridgeville, DE                           104,383
Freezing plant and repackaging plant                              Celaya, Mexico                            318,620
Freezing plant and distribution center                            Darien, WI                                348,800
Freezing plant, repackaging plant and warehouse                   Fairwater, WI                             178,298
Repackaging plant and distribution center                         Fulton, NY                                263,268
Freezing and canning plant and office                             Green Bay, WI                             492,446
Freezing plant and repackaging plant(1)                           Oxnard, CA                                 39,082
Repackaging plant(1)                                              San Antonio, TX                            20,445
Freezing plant and warehouse                                      Uvalde, TX                                146,625
Freezing plant, repackaging plant and warehouse                   Watsonville, CA                           207,600
Freezing plant, repackaging plant and warehouse                   Waseca, MN                                258,475
Labeling plant and distribution center(1)                         Fond du Lac, WI                           330,000
Receiving and grading station (1)                                 Mount Vernon, WA                          110,806
Receiving and grading station (1)                                 Aurora, WA                                  6,800
Warehouse, tank yards, and office building                        Enumclaw, WA                               87,313
Plant, warehouse, and tank yards                                  Tacoma, WA                                295,468

Fruits:
Canning plant and warehouse                                       Red Creek, NY                             153,076
Canning plant and warehouse                                       Fennville, MI                             350,000
Canning plant and warehouse                                       Lawton, MI                                142,000

Snacks:
Manufacturing plant                                               Ridgway, IL                                50,000
Plant, warehouse, distribution center, and office                 Algona, WA                                107,000
Plant, warehouse, and office                                      Berlin, PA                                190,225
Plant, warehouse, distribution center, and office(1)              Auburn, WA                                 23,000
Plant, warehouse and distribution center                          Auburn, WA                                 27,442
Plant, warehouse, and office                                      Cincinnati, OH                            113,576
Distribution center                                               Elwood City, PA                             8,000
Distribution center                                               Monessen, PA                               10,000
Distribution center                                               Coraopolis, PA                             15,000
Distribution center                                               Canton, OH                                  8,200
Distribution center(1)                                            Canal Fulton, OH                           14,000
Distribution center(1)                                            Altoona, PA                                10,000
Distribution center(1)                                            Ashland, KY                                10,760
Distribution center(1)                                            Bristol, TN                                11,500
Distribution center(1)                                            Knoxville, TN                              12,500
Distribution center(1)                                            Dayton, OH                                  9,200

Canned Meals:
Canning plant, warehouse and distribution center                  Tacoma, WA                                313,488

Other:
Office building, manufacturing plant and warehouse                Tacoma, WA                                372,164
Parking lot and yards (1)                                         Tacoma, WA                                305,470
Office Building - Fuller Building (1)                             Tacoma, WA                                 60,000
Headquarters office (1)                                           Rochester, NY                              76,372

<FN>
(1)  Leased from third parties, although certain related equipment is owned by
     the Company.
</FN>
</TABLE>


<PAGE>



ITEM 3. LEGAL PROCEEDINGS

The  Company  is a party to legal  proceedings  from time to time in the  normal
course of its business.  In the opinion of  management,  any liability  that the
Company might incur upon the  resolution of these  proceedings  will not, in the
aggregate,  have a material adverse effect on the Company's business,  financial
condition, and results of operations.  Further, no such proceedings are known to
be contemplated  by  governmental  authorities.  The Company  maintains  general
liability insurance coverage in amounts deemed to be adequate by management.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

All of the capital stock of the Company is owned by Pro-Fac Cooperative, Inc.


ITEM 6. SELECTED FINANCIAL DATA


<TABLE>
                              Agrilink Foods, Inc.

                        FIVE YEAR SELECTED FINANCIAL DATA
<CAPTION>
(Dollars in Thousands)
                                                                                        Fiscal Year Ended June
                                                            ------------------------------------------------------------------------
                                                               2001(a)        2000          1999(b)          1998           1997
                                                            ------------   ------------   -----------    -----------    -----------

<S>                                                         <C>            <C>            <C>            <C>            <C>
Consolidated Summary of Operations:
   Net sales                                                $ 1,303,311    $ 1,232,262    $ 1,261,880    $   742,161    $   755,464
   Cost of sales                                               (928,806)      (857,319)      (903,891)      (546,578)      (563,722)
                                                            -----------    -----------    -----------       --------    -----------
   Gross profit                                                 374,505        374,943        357,989        195,583        191,742
   Selling, administrative, and general expenses               (295,046)      (281,286)      (289,923)      (141,837)      (145,392)
   Gains on sales of assets                                           0          6,635         64,734              0          3,565
   Restructuring                                                      0              0         (5,000)             0              0
   Income from joint venture                                      1,779          2,418          2,787          1,893              0
                                                            -----------    -----------    -----------    -----------    -----------
   Operating income before dividing with Pro-Fac                 81,238        102,710        130,587         55,639         49,915
   Interest expense                                             (79,775)       (78,054)       (65,339)       (30,633)       (35,030)
   Amortization of debt issue costs associated with the
     Bridge Facility                                                  0              0         (5,500)             0              0
                                                            -----------    -----------    -----------    -----------    -----------
   Pretax income before dividing with Pro-Fac and
     before extraordinary item and cumulative effect of
       an accounting change                                       1,463         24,656         59,748         25,006         14,885
   Pro-Fac share of income before extraordinary
     item and cumulative effect of an accounting change            (732)       (12,328)        (1,658)       (12,503)        (7,442)
                                                            -----------    -----------    -----------    -----------    -----------
   Income before taxes, extraordinary item, and
     cumulative effect of an accounting change                      731         12,328         58,090         12,503          7,443
   Tax provision                                                   (660)        (5,904)       (24,770)        (5,689)        (3,668)
                                                            -----------    ------------   -----------    -----------    -----------
   Income before extraordinary item and
     cumulative effect of an accounting change                       71          6,424         33,320          6,814          3,775
   Extraordinary item relating to the early extinguishment
     of debt (net of income taxes and after dividing
       with Pro-Fac)                                                  0              0        (16,366)             0              0
   Cumulative effect of an accounting change (net of
   income taxes and after dividing with Pro-Fac)                      0              0              0              0          1,747
                                                            -----------    -----------    -----------    -----------    -----------
   Net income                                               $        71    $     6,424    $    16,954    $     6,814    $     5,522
                                                            ===========    ===========    ===========    ===========    ===========
Balance Sheet Data:
   Working capital                                          $   261,304    $   254,094    $   225,363    $   108,075    $    84,060
   Ratio of current assets to current liabilities                 2.3:1          2.2:1          2.0:1          1.9:1          1.8:1
   Total assets                                             $ 1,070,271    $ 1,098,887    $ 1,110,061    $   568,971    $   542,561
   Long-term debt and senior-subordinated notes
     (excludes current portion)                             $   631,128    $   644,712    $   668,316    $   229,937    $   222,829

Other Statistics:
     Average number of employees:
     Regular                                                      4,627          5,510          6,040          3,620          3,507
     Seasonal                                                     2,931          2,152          2,838          1,125          1,068

<FN>
(a)  Consists of 53 weeks.

(b)  Includes nine months of operating  results from the September 28, 1998 DFVC
     Acquisition.
</FN>
</TABLE>



<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the Consolidated Statement of Operations from fiscal 1999 through fiscal
2001.

Agrilink  Foods,  Inc.  ("Agrilink  Foods" or the  "Company")  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 Company's operating facilities, excluding one in Mexico,
are within the United States.

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 Bean.  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 snack 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,  stews, soups, and various other ready-to-eat prepared
meals.  Branded  products within the canned meal category  include  Nalley.  The
Company's  other  product  line  primarily  represents  salad  dressings.  Brand
products within this category include Bernstein's and Nalley.

The following tables  illustrate the Company's  results of operations by product
line for the fiscal years ended June 30, 2001, June 24, 2000, and June 26, 1999,
and the Company's  total assets by product line at June 30, 2001, June 24, 2000,
and June 26, 1999.

<TABLE>
EBITDA1,2
<CAPTION>
(Dollars in Millions)

                                                                              Fiscal Years Ended
                                               -----------------------------------------------------------------------------------
                                                    June 30, 2001                June 24, 2000                  June 26, 1999
                                               --------------------          ---------------------          ----------------------
                                                              % of                           % of                          % of
                                                 $            Total              $           Total             $           Total
                                               -----          -----          ------          -----          -------        -----
<S>                                             <C>            <C>             <C>            <C>            <C>             <C>
Vegetables                                      85.9           70.5            93.8           69.4           64.2            61.7
Fruits                                          14.1           11.6            15.7           11.6           10.8            10.4
Snacks                                           9.4            7.7             9.8            7.3            5.8             5.5
Canned Meals                                     8.1            6.7             8.6            6.4            8.4             8.1
Other                                            4.3            3.5             6.5            4.8            5.3             5.1
                                               -----          -----          ------          -----          -----          ------
   Continuing segments                         121.8          100.0           134.4           99.5           94.5            90.8
Businesses sold3                                 0.0            0.0             0.7            0.5            9.6             9.2
                                               -----          -----          ------          -----          -----          ------
     Total                                     121.8          100.0           135.1          100.0          104.1           100.0
                                               =====          =====          ======          =====          =====          ======

<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is defined as the sum of pretax  income  before  dividing  with Pro-Fac and
     before  extraordinary  item,  interest expense,  amortization of debt issue
     costs associated with the Bridge Facility, depreciation and amortization of
     goodwill and other intangibles.

     EBITDA  should not be considered  as an  alternative  to net income or cash
     flows from operations or any other generally accepted accounting principles
     measure of performance or as a measure of liquidity.

     EBITDA  is  included  herein  because  the  Company  believes  EBITDA  is a
     financial  indicator  of a  company's  ability to service  debt.  EBITDA as
     calculated  by Agrilink  Foods may not be  comparable  to  calculations  as
     presented by other companies.

2    Excludes  the  gains on sales of  assets,  restructuring  charges,  and the
     extraordinary item relating to the early  extinguishment of debt. See NOTES
     1 and 3 to the "Notes to Consolidated Financial Statements."

3    Represents  the  operating  results of operations  sold.  See NOTE 3 to the
     "Notes to Consolidated Financial Statements."
</FN>
</TABLE>
<PAGE>
<TABLE>
Net Sales
<CAPTION>
(Dollars in Millions)
                                                                              Fiscal Years Ended
                                               -----------------------------------------------------------------------------------
                                                    June 30, 2001                June 24, 2000                  June 26, 1999
                                               --------------------          ---------------------          ----------------------
                                                              % of                           % of                           % of
                                                 $            Total              $          Total               $           Total
                                              -------         -----          --------       ------           -------        ------

<S>                                             <C>             <C>             <C>            <C>             <C>            <C>
Vegetables                                      970.2           74.5            836.7          67.9            769.5          61.0
Fruits                                          120.4            9.2            114.4           9.3            115.8           9.2
Snacks                                           97.9            7.5             90.9           7.4             91.4           7.2
Canned Meals                                     64.2            4.9             62.3           5.1             66.4           5.3
Other                                            50.6            3.9             56.0           4.5             74.8           5.9
                                              -------         ------          -------        ------          -------        ------
     Continuing segments                      1,303.3          100.0          1,160.3          94.2          1,117.9          88.6
Businesses sold1                                  0.0            0.0             72.0           5.8            144.0          11.4
                                              -------         ------          -------        ------          -------        ------
     Total                                    1,303.3          100.0          1,232.3         100.0          1,261.9         100.0
                                              =======         ======          =======        ======          =======        ======

<FN>
1    Includes  net  sales  of  operations  sold.  See  NOTE 3 to the  "Notes  to
     Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Operating Income1
<CAPTION>
(Dollars in Millions)
                                                                              Fiscal Years Ended
                                               -----------------------------------------------------------------------------------
                                                    June 30, 2001                June 24, 2000                  June 26, 1999
                                               --------------------          ---------------------          ----------------------
                                                              % of                          % of                           % of
                                                  $           Total             $            Total            $            Total
                                                ----          -----           -----         ------          -----          ------
<S>                                             <C>            <C>             <C>            <C>            <C>             <C>
Vegetables                                      55.7           68.6            65.4           68.0           43.9            61.9
Fruits                                          11.4           14.1            13.9           14.4            8.4            11.8
Snacks                                           5.6            6.9             6.7            7.0            3.3             4.7
Canned Meals                                     6.6            8.1             6.7            7.0            6.5             9.2
Other                                            1.9            2.3             4.6            4.8            3.7             5.2
                                                ----          -----           -----          -----          -----          ------
   Continuing segments                          81.2          100.0            97.3          101.2           65.8            92.8
Businesses sold2                                 0.0            0.0            (1.2)          (1.2)           5.1             7.2
                                                ----          -----           -----          -----          -----          ------
     Total3                                     81.2          100.0            96.1          100.0           70.9           100.0
                                                ====          =====           =====          =====          =====          ======
<FN>
1    Excludes  the  gains on sales of  assets,  restructuring  charges,  and the
     extraordinary item relating to the early  extinguishment of debt. See NOTES
     1 and 3 to the "Notes to Consolidated Financial Statements."

2    Represents  the  operating  results of operations  sold.  See NOTE 3 to the
     "Notes to Consolidated Financial Statements."

3    Operating income less interest expense  (including the amortization of debt
     issue costs  associated with the Bridge  Facility) of $79.8 million,  $78.1
     million,  and $70.8  million,  for the years ended June 30, 2001,  June 24,
     2000,  and June 26, 1999,  respectively,  results in pretax  income  before
     dividing with Pro-Fac and before  extraordinary  item.  Management does not
     allocate  interest  expense to product lines when  evaluating  product line
     performance.
</FN>
</TABLE>
<PAGE>
<TABLE>
Total Assets
<CAPTION>
(Dollars in Millions)

                                                                              Fiscal Years Ended
                                               -----------------------------------------------------------------------------------
                                                    June 30, 2001                June 24, 2000                  June 26, 1999
                                               --------------------          ---------------------          ----------------------
                                                              % of                           % of                          % of
                                                   $          Total             $            Total               $         Total
                                               -------        -----           -------        ------           ------       ------

<S>                                             <C>            <C>              <C>           <C>              <C>           <C>
Vegetables                                      846.5          79.1             876.3         79.7             885.2         79.7
Fruits                                           72.7           6.8              80.0          7.2              91.1          8.3
Snacks                                           47.6           4.4              44.0          4.0              41.5          3.7
Canned Meals                                     45.7           4.2              45.9          4.2              46.7          4.2
Other                                            57.6           5.4              52.4          4.8              43.6          3.9
                                              -------         -----           -------        -----           -------       ------
   Continuing segments                        1,070.1          99.9           1,098.6         99.9           1,108.1         99.8
Businesses sold1                                  0.0           0.0               0.0          0.0               1.1          0.1
Assets held for sale                              0.1           0.1               0.3          0.1               0.9          0.1
                                              -------         -----           -------        -----           -------       ------
   Total                                      1,070.2         100.0           1,098.9        100.0           1,110.1        100.0
                                              =======         =====           =======        =====           =======       ======
<FN>
1    Includes  the assets of the  operations  sold.  See NOTE 3 to the "Notes to
     Consolidated Financial Statements."
</FN>
</TABLE>

                     CHANGES FROM FISCAL 2000 TO FISCAL 2001

During fiscal 2001,  net sales from  continuing  segments  showed an increase of
$143.0 million,  or 12.3 percent.  Approximately  $90.6 million of the net sales
improvement was  attributable to an increase in frozen  vegetable net sales, and
an additional $44.1 million was associated with various co-pack agreements.  The
Company's overall market share, for the 52-week period ending June 24, 2001, for
frozen  vegetables  approximated  31.4 percent and represented an improvement of
1.6 points over the prior year.  The  Company's  overall  market share  includes
branded  retail unit sales,  as reported by  Information  Resources,  Inc.,  and
management's  estimate of the  Company's  private label share based upon factory
shipments.

Excluding  the gain on sales  of  assets  (net of  tax),  net  income,  however,
decreased $2.6 million from fiscal 2000. While the Company  continues to benefit
from  a  significant  improvement  in  net  sales,  it has  also  experienced  a
significant increase in its manufacturing costs.  Increased  manufacturing costs
were primarily  associated with  significantly  higher freight and utility costs
throughout the nation and lower than anticipated crop intake in the eastern part
of the country. To mitigate the increase in manufacturing costs,  management has
focused efforts on controlling warehousing expenses,  increased branded pricing,
acquired  lower cost  inventory  from the lender to  AgriFrozen,  and  initiated
reductions in selling, administrative,  and general expenses. Management actions
have included  reductions  in certain  marketing  programs and various  employee
incentive  programs.  Management  continues to focus its efforts on cost savings
initiatives to reduce its overall spending.

Management also utilizes an evaluation of EBITDA from  continuing  segments as a
measure of  performance.  Excluding  businesses  sold,  EBITDA  from  continuing
segments  decreased $12.6 million,  or 9.4 percent,  to $121.8 million in fiscal
2001  from  $134.4  million  in  fiscal  2000.  A  detailed  accounting  of  the
significant reasons for changes in net sales and EBITDA by product line follows.

Vegetable  net sales  increased  $133.5  million  or 16.0  percent.  Significant
components  associated with this growth include: (a) an improvement in net sales
within the brand business of approximately  $58.2 million;  and (b) increases in
net sales within the nonbranded business of approximately $75.3 million.

Within the branded  businesses,  the increase in Birds Eye frozen vegetables net
sales accounted for  approximately  $42.0 million of the $58.2 million increase.
$27.4 million was a result of volume  improvements  and $14.6 million was due to
pricing initiatives announced in the second half of fiscal 2001. For the 52-week
period ending June 24, 2001,  the total frozen  vegetable  category  retail unit
sales,  as reported by Information  Resources,  Inc.,  were down  slightly,  3.1
percent,  while the Birds Eye brand  retail  unit sales for the same time period
increased  1.9  percent.  Unit sales of the  Company's  largest  competitor,  as
reported by Information Resources,  Inc., decreased 9.1 percent during this same
time  period.  Net sales for the Birds Eye Voila!  product line  increased  $3.6
million over the prior year,  while Voila!  remained the leading brand with 32.7
percent of the home meal replacement category.

In  addition,  in the fourth  quarter of fiscal  2001,  the Company  initiated a
national launch of its most recent new product, Simply Grillin'. Simply Grillin'
is a preseasoned  blend of top quality  grilled  Birds Eye  vegetables in a foil
tray. Net sales associated with this
<PAGE>
new product were $11.3 million. Marketing and promotional spending incurred with
this  introduction  amounted to $5.9 million.  Management  estimates that Simply
Grillin' will achieve $35 million of net sales in fiscal 2002.

The Company's  non-branded  vegetable  business  experienced volume increases in
private  label and food service  frozen  vegetables  which  accounted  for $27.1
million of net sales growth. The $27.1 million of net sales growth resulted from
the following: (a) increases in Agrilink Foods' recurring private label and food
service  business of $25.0  million;  (b) net sales  increases of $26.2  million
associated  with the inventory  purchased from AgriFrozen  Foods;  (c) offset by
reductions of $24.1 million associated with the conversion of a major club store
customer from a private label to brand product line.

Further, various co-pack agreements for canned vegetables in the Midwest and for
pickles  in the  Northwest  accounted  for an  additional  $44.1  million of the
nonbranded net sales increase.  While these co-pack  agreements  typically yield
lower  margins  than the  Company's  other  product  lines,  they do provide for
greater utilization of manufacturing facilities.

Although  vegetables  experienced  a significant  increase in net sales,  EBITDA
declined $7.9 million. The reduction in EBITDA was primarily driven by increased
manufacturing costs as discussed above.

Net sales for the fruit product line  increased  $6.0  million,  or 5.2 percent,
while EBITDA decreased $1.6 million, or 10.2 percent.  The net sales improvement
was led by increases in private  label net sales of $4.7 million and  additional
co-pack  agreements  resulting in net sales  increases of $1.8  million.  Modest
declines were highlighted in all other categories. Increased manufacturing costs
and continued  competitive  pressures within the applesauce  category,  however,
negatively impacted EBITDA.

Net sales for the snack product line  increased  $7.0  million,  or 7.7 percent.
Improvements  in net sales  within  the  potato  chip  category  increased  $8.4
million,  while the popcorn  product line decreased $1.4 million.  The increases
within the potato chip category were associated with geographic  expansion.  The
improvements  in EBITDA  associated  with  growth in the  potato  chip  category
amounted to $1.4  million,  while  declines in the popcorn  category  negatively
impacted EBITDA by approximately $1.8 million. The popcorn category continues to
be negatively impacted by competitive pressures and changes in product mix.

Net sales for canned meals increased $1.9 million, or 3.0 percent,  while EBITDA
decreased $0.5 million, or 5.8 percent.  EBITDA decreased as a result of changes
in  product  mix  and  increased   manufacturing   costs   associated  with  raw
ingredients,  including beef and utility increases experienced in the Northwest.
All of the Company's canned meal products are produced at the Company's  Tacoma,
Washington location.

The other  product line net sales,  primarily  represented  by salad  dressings,
decreased $5.4 million, or 9.6 percent,  while EBITDA decreased $2.2 million, or
33.8 percent. The majority of the net sales decline was associated with the loss
of a private label  customer.  The reduction in EBITDA was associated  with both
the decline in unit volume  associated  with  reductions in private label volume
and increases in manufacturing  costs associated with packaging  ingredients and
utility increases  experienced in the Northwest.  All of the Company's  dressing
products are produced at the Company's Tacoma, Washington location.

Operating Income: Operating income from continuing segments decreased from $97.3
million  in fiscal  2000 to $81.2  million in fiscal  2001.  This  represents  a
decrease of $16.1 million or 16.5 percent.  Declines in operating  income within
the vegetable,  fruit,  snacks,  canned meals,  and all other product lines were
$9.7  million,  $2.5  million,  $1.1  million,  $0.1  million and $2.7  million,
resepectively.  Significant  variances,  as highlighted above,  primarily result
from  increased  manufacturing  costs,  competitive  pressures,  and  changes in
product mix.

Gain on Sales of Assets:  On June 23, 2000, the Company sold its pickle business
based in Tacoma, Washington to Dean Pickle and Specialty Products. This business
included pickle, pepper, and relish products sold primarily under the Nalley and
Farman's  brand names.  The Company  received  proceeds of  approximately  $10.3
million  which were applied to bank loans ($4.0  million of which was applied to
the Term Loan  Facility and $6.3  million of which was applied to the  Company's
Revolving Credit Facility).  A gain of approximately $4.3 million was recognized
on this transaction.

On July 21,  2000,  the Company sold the  machinery  and  equipment  utilized in
production  of pickles and other  related  products to Dean Pickle and Specialty
Products.  No significant gain or loss was recognized on this  transaction.  The
proceeds of approximately $5.0 million were applied to bank loans.

This  transaction  did not include any other products  carrying the Nalley brand
name.  Agrilink  Foods  continues to contract  pack Nalley and  Farman's  pickle
products for a period of two years,  beginning  June 23,  2000,  at the existing
Tacoma  processing  plant which  Agrilink  Foods will  operate.  Under a related
agreement,  the Cooperative  will supply raw cucumbers grown in the Northwestern
United States to Dean Pickle and Specialty Products for a minimum 10-year period
at market pricing.
<PAGE>
On December 17, 1999 Agrilink Foods announced they had completed the sale of the
Company's  Cambria,  Wisconsin  processing  facility  to Del Monte.  The Company
received  proceeds of approximately  $10.5 million from the sale of its Cambria,
Wisconsin  facility  which were applied to bank loans.  A gain of  approximately
$2.3  million was  recognized  on this  transaction.  The sale also  included an
agreement  for Del Monte to produce a portion of Agrilink  Foods'  product needs
during the 2000 packing season.

Income From Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut  Company,  LLC, a joint venture  formed  between
Agrilink Foods and Flanagan Brothers, Inc. The decrease of $0.6 million over the
prior year is attributable to a volume decline, resulting competitive pressures,
and an increase in manufacturing  costs. See further discussion at NOTE 5 to the
"Notes to Consolidated Financial Statements."

Interest Expense: Interest expense increased $1.7 million from the prior year to
$79.8 million. The increase is the result of an increase in the weighted average
interest rate of 25 basis points resulting from both amendments to the Company's
credit  facility  during  September 2000 and general  interest rate increases on
unhedged  borrowings  experienced  in the first six  months of fiscal  2001.  In
addition,  interest expense was negatively  impacted by the amortization of fees
paid in conjunction  with the September 2000 amendments to the Company's  credit
facility. The increases were offset by lower average outstanding balances during
the fiscal  year of  approximately  $32.8  million,  primarily  due to  required
repayments and mandatory  prepayments of short-term  debt related to the sale of
the private label canned vegetable business and pickle business.

Pro-Fac Share of Income Before  Extraordinary  Item:  The Company's  contractual
relationship  with Pro-Fac is defined in the Pro-Fac  Marketing  Agreement  (the
"Agreement"). Under the Agreement, in any year in which the Company has earnings
on  products  which were  processed  from crops  supplied  by Pro-Fac  ("Pro-Fac
products"),  the Company pays to Pro-Fac,  as additional  patronage  income,  90
percent  of such  earnings,  but in no case more than 50  percent  of all pretax
earnings  of the  Company.  In years in which the  Company has losses on Pro-Fac
products, the Company reduces the commercial market value it would otherwise pay
to Pro-Fac by 90 percent of such losses,  but in no case by more than 50 percent
of all pretax losses of the Company.  Earnings and losses are  determined at the
end of the fiscal year, but are accrued on an estimated basis during the year.

In fiscal 2001, 90 percent of earnings on patronage products exceeded 50 percent
of all pretax earnings of the Company.  Accordingly, the Pro-Fac share of income
has been  recognized  at a  maximum  of 50  percent  of pretax  earnings  of the
Company.

Tax  Provision:  The tax  provision of $0.7 million in fiscal 2001  represents a
reduction  of $5.2  million  from the prior  year as a result  of the  change in
earnings  before  taxes.  In fiscal  2000,  the sale of certain  intangibles  in
conjunction with the pickle sale negatively impacted the Company's effective tax
rate. The Company's effective tax rate has historically been negatively impacted
by the non-deductibility of certain amounts of goodwill. A further discussion of
tax  matters  is  included  at NOTE 9 to the  "Notes to  Consolidated  Financial
Statements."

                     CHANGES FROM FISCAL 1999 TO FISCAL 2000

During fiscal 2000,  total net sales decreased $29.6 million or 2.3 percent,  to
$1,232.3  million from  $1,261.9  million in fiscal 1999.  Excluding  businesses
sold, net sales increased by $42.4 million,  or 3.8 percent, to $1,160.3 million
from $1,117.9  million in fiscal 1999. The Company's  overall market share,  for
the 52-week period ending June 25, 2000, for frozen vegetables approximated 29.8
percent.  The Company's overall market share includes branded retail unit sales,
as reported by Information  Resources,  Inc., and  management's  estimate of the
Company's private label share based upon factory shipments.

Net income for fiscal 2000 of $6.4 million, however, represented a $10.6 million
decrease  over fiscal  1999 net income of $17.0  million.  Comparability  of net
income is, however, difficult because fiscal 1999 was impacted by gains on sales
of  assets,  a  restructuring  charge,  the  amortization  of debt  issue  costs
associated with the Bridge Facility,  and the extraordinary item relating to the
early extinguishment of debt. In addition, fiscal 2000 results reflect 12 months
of interest  expense versus 9 months in the prior year for the  additional  debt
associated  with the DFVC  Acquisition  which  occurred on  September  24, 1998.
Accordingly,  management believes, to summarize results, an evaluation of EBITDA
by continuing  business segments is appropriate.  Overall EBITDA from continuing
segments increased $39.9 million, or 42.2 percent, to $134.4 million. A detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

Vegetable  net sales  increased  $67.2  million or 8.7  percent.  The  vegetable
product line accounts for a $29.6 million increase of the overall EBITDA.  These
improvements are impacted by both the results of the DFVC Acquisition, including
its impact on the  percentage of branded sales for the Company and the reduction
in product costs resulting from synergistic  savings. As a result of the date of
the DFVC  Acquisition,  the  operating  results  of the  acquisition  have  been
included  for 12  months in fiscal  2000 and for 9 months  in  fiscal  1999.  In
addition,  as anticipated at the acquisition  date, a greater  percentage of the
Company's sales now come from
<PAGE>
its branded  products.  The inclusion of the Birds Eye,  Freshlike,  and Veg-All
brands for 12 months  during fiscal 2000 versus nine months of results in fiscal
1999 resulted in incremental sales of approximately $90.2 million. The Company's
branded  products  yield a higher margin than its private label and food service
categories and the EBITDA  improvement  associated with this increase in branded
sales was  approximately  $12.6 million.  The Company's  earnings also benefited
from a reduction in product costs during fiscal 2000 primarily  associated  with
the  synergistic   savings   achieved  from  the  DFVC   Acquisition  and  other
consolidation efforts.  Specifically,  the Company benefited from the insourcing
of product previously purchased from outside suppliers, staffing reductions, and
shipping consolidations.

Market conditions within the frozen vegetable  category caused by lower consumer
demand and retail  consolidation  did,  however,  offset the increases  outlined
above and  accounted  for  approximately  $23.0  million  in net sale  declines.
According to industry data,  for the 52-week  period ended June 25, 2000,  there
was an overall decrease in the total frozen vegetable category of 4.0 percent in
unit  volume,  and for the same  52-week  period,  the  decrease  in the  frozen
vegetable private label category was 4.7 percent in unit volume.

Net sales from the fruit product line decreased $1.4 million, or 1.2 percent, to
$114.4  million  in fiscal  2000 from  $115.8  million in fiscal  1999.  EBITDA,
however,  increased  approximately  $4.9  million.  Increases  in net  sales and
earnings  were achieved  within the pie filling  category due to a return to the
Company's historical pricing strategy.  However, net sales within the applesauce
category  decreased  from the prior year due to  competitive  pricing within the
industry.  Due to relatively competitive margins within the applesauce category,
however,  this  reduction  in net  sales  did not have a  significant  impact on
earnings.  In addition,  fiscal 1999 results also included spending $0.9 million
for a new product launch. No such costs were incurred in fiscal 2000.

Snacks  showed  an  increase  in  EBITDA  of  $4.0  million   primarily  due  to
improvements  within the potato chip  category.  During  fiscal  2000, a greater
percentage of sales were  associated with the potato chip category which carries
a higher margin than the Company's popcorn product line. Declines in the popcorn
category  resulted  from both a decrease  in volume and pricing  resulting  from
increased  competition.  In addition,  fiscal 1999  results  were  impacted by a
strike at the Snyder of Berlin  facility.  This action  resulted in  incremental
costs of  approximately  $2.5 million in fiscal 1999.  The matter was settled in
the first quarter of fiscal 2000.  Management believes its current  relationship
with these employees is good.

While  canned meals showed a decline in net sales of $4.1 million in fiscal 2000
primarily  attributable  to a decline in volume in private  label chili,  EBITDA
showed a modest increase of $0.2 million resulting from production  efficiencies
and a reduction in raw product costs including beef.

The other product line, while consisting of dressings,  also includes sales from
the  production of canned  products  primarily for use by the military and other
governmental operations.  While these governmental contracts yield lower margins
than the Company's other product lines, they do provide for greater  utilization
of seasonal manufacturing facilities. The majority of the $18.8 million decrease
in net sales is associated with the decline in government demand for such canned
products.  The  improvements in EBITDA of $1.2 million over fiscal 1999 resulted
from the changes in product mix within the dressing  category and  reductions in
raw product costs, including various oils.

Operating  Income:  Operating  income of $102.7 million in fiscal 2000 decreased
approximately  $27.9 million from $130.6  million in fiscal 1999.  Excluding the
impact of businesses sold and other non-recurring  items,  operating income from
continuing  operations  increased  from $65.8  million  in fiscal  1999 to $97.3
million in fiscal 2000.  This represents an improvement of $31.5 million or 47.9
percent.  Improvements in operating income within the vegetable,  fruit, snacks,
canned meals, and all other product lines were $21.5 million, $5.5 million, $3.4
million,  $0.2 million,  and $0.9  million,  respectively.  These  increases are
attributable  to the date of and benefits  from the DFVC  Acquisition  and other
repositioning efforts.

Additionally,  while  the  Company  experienced  significant  benefits  from its
efforts in fiscal 1999 to consolidate warehouses and other logistics operations,
the decline in sales resulting from the current  industry trend caused inventory
levels to increase.  Storage and handling costs  associated with the increase in
inventory approximated $13 million.

Gains on Sales of Assets: On June 23, 2000, the Company sold its pickle business
based in Tacoma, Washington to Dean Pickle and Specialty Products. This business
included pickle, pepper, and relish products sold primarily under the Nalley and
Farman's  brand names.  The Company  received  proceeds of  approximately  $10.3
million  which were applied to bank loans ($4.0  million of which was applied to
the Term Loan  Facility and $6.3  million of which was applied to the  Company's
Revolving Credit Facility).  A gain of approximately $4.3 million was recognized
on this transaction.

This  transaction  did not include any other products  carrying the Nalley brand
name.  Agrilink Foods will continue to contract pack Nalley and Farman's  pickle
products for a period of two years,  beginning  June 23,  2000,  at the existing
Tacoma processing plant which Agrilink Foods will operate.
<PAGE>
Under a related  agreement,  the Cooperative  will supply raw cucumbers grown in
the  Northwestern  United  States to Dean Pickle and  Specialty  Products  for a
minimum 10-year period at market pricing.

On December 17, 1999 Agrilink Foods announced they had completed the sale of the
Company's  Cambria,  Wisconsin  processing  facility  to Del Monte.  The Company
received  proceeds of approximately  $10.5 million from the sale of its Cambria,
Wisconsin  facility  which were applied to bank loans.  A gain of  approximately
$2.3 million was recognized on this transaction.  The sale includes an agreement
for Del Monte to produce a portion of Agrilink  Foods'  product needs during the
2000 packing season.

On  January  29,  1999,  Agrilink  Foods  sold the  Adams  brand  peanut  butter
operations to the J.M.  Smucker  Company.  Agrilink Foods  received  proceeds of
approximately $13.5 million which were applied to outstanding bank loans. A gain
of approximately $3.5 million was recognized on this transaction.

In  conjunction  with the DFVC  Acquisition,  Agrilink  Foods  sold its  aseptic
business  to Dean  Foods.  The  purchase  price of $80 million was based upon an
appraisal  completed  by an  independent  appraiser.  The  gain on the  sale was
approximately $61.2 million.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 1 to
the "Notes to Consolidated Financial Statements."

Income From Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut  Company,  LLC, a joint venture  formed  between
Agrilink Foods and Flanagan Brothers, Inc. The decrease of $0.4 million over the
prior year is attributable to the sale of assets. See further discussion at NOTE
5 to the "Notes to Consolidated Financial Statements."

Interest  Expense:  Interest expense increased $12.8 million to $78.1 million in
fiscal  2000 from $65.3  million in fiscal  1999.  The  increase  in interest is
associated with debt utilized to finance the DFVC  Acquisition and higher levels
of  seasonal   borrowings  to  fund  additional  working  capital   requirements
associated  with the increase in the Company's  size. As a result of the date of
the DFVC Acquisition  interest expense has been included for 12 months in fiscal
2000 and 9 months in fiscal 1999. In addition,  this increase is associated with
an overall increase in prevailing interest rates which occurred fiscal 2000.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to consummate the DFVC  Acquisition,  Agrilink Foods entered into a $200 million
bridge loan facility  (the "Bridge  Facility").  The Bridge  Facility was repaid
with the proceeds from the new senior  subordinated note offering (see NOTE 8 to
the "Notes to Consolidated  Financial  Statements" - "Debt - Senior Subordinated
Notes 11-7/8 Percent due 2008").  Debt issuance costs associated with the Bridge
Facility were $5.5 million and were fully amortized during the second quarter of
fiscal 1999.

Pro-Fac Share of Income Before  Extraordinary  Item:  The Company's  contractual
relationship  with Pro-Fac is defined in the Pro-Fac  Marketing  Agreement  (the
"Agreement"). Under the Agreement, in any year in which the Company has earnings
on  products  which were  processed  from crops  supplied  by Pro-Fac  ("Pro-Fac
products"),  the Company pays to Pro-Fac,  as additional  patronage  income,  90
percent  of such  earnings,  but in no case more than 50  percent  of all pretax
earnings  of the  Company.  In years in which the  Company has losses on Pro-Fac
products, the Company reduces the commercial market value it would otherwise pay
to Pro-Fac by 90 percent of such losses,  but in no case by more than 50 percent
of all pretax losses of the Company.  Earnings and losses are  determined at the
end of the fiscal year, but are accrued on an estimated basis during the year.

In fiscal 2000, 90 percent of earnings on patronage products exceeded 50 percent
of all pretax earnings of the Company.  Accordingly, the Pro-Fac share of income
has been  recognized  at a  maximum  of 50  percent  of pretax  earnings  of the
Company.

As  the  gain  on  the  sale  of  the  aseptic  operations  was a  non-patronage
transaction,  the Pro-Fac  share of  earnings in fiscal 1999 was  recorded at 90
percent of the earnings on patronage products.

Tax  Provision:  The tax  provision of $5.9 million in fiscal 2000  represents a
reduction of $18.9 million from the prior year. Of this decrease,  $25.2 million
is attributable to the provision associated with the fiscal 1999 gain on sale of
the aseptic  operations and the tax benefit of $2.1 million  associated with the
amortization  of debt issue costs also in fiscal 1999. In fiscal 2000,  the sale
of certain  intangibles in conjunction with the pickle sale negatively  impacted
the  Company's  effective  tax  rate.  As  previously  outlined,  the  Company's
effective  tax  rate  has   historically   been   negatively   impacted  by  the
non-deductibility  of certain amounts of goodwill.  A further  discussion of tax
matters  is  included  at  NOTE  9  to  the  "Notes  to  Consolidated  Financial
Statements."

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with  the  DFVC  Acquisition,   Agrilink  Foods  refinanced  its  then  existing
indebtedness,  including its 12 1/4 percent Senior  Subordinated  Notes due 2005
and its then existing bank

<PAGE>

debt.  Premiums and breakage fees  associated  with early  redemptions and other
fees  incurred  amounted to $16.4  million (net of income taxes of $10.4 million
and after allocation to Pro-Fac of $1.7 million).

                         LIQUIDITY AND CAPITAL RESOURCES

The following  discussion  highlights  the major  variances in the  Consolidated
Statement of Cash Flows for fiscal 2001 compared to fiscal 2000.

Net cash  provided by operating  activities  of $43.2  million  increased  $60.9
million from fiscal 2000  primarily  due to a reduction  in inventory  resulting
from lower crop intake and the disposal of the private  label  canned  vegetable
and pickle businesses in November 1999 and June 2000, respectively. In addition,
reductions in the fiscal 2001 inventory  intake resulted from poor  agricultural
conditions  in the eastern  part of the  country.  The  reductions  in inventory
levels  also  impacted  the cash used to  liquidate  accounts  payable and other
accruals.  The change in accounts  receivable  is offset by a change in accounts
associated with accounts payable and accrued expenses.

The purchase of inventory from  AgriFrozen  Foods had no  significant  impact on
operating cash flow as the increase in inventories was offset by a corresponding
increase  in  accounts  payable.  The  purchase  price of the  AgriFrozen  Foods
inventory was $31.6  million,  of which $10.0 million was paid on April 1, 2001,
and the remaining  balance was paid on August 1, 2001.  See NOTE 4 to the "Notes
to Consolidated Financial Statements.

Net cash used in investing activities was significantly  impacted by the sale of
the Cambria,  Wisconsin  facility and the private  label  canned  vegetable  and
pickle business  dispositions  in fiscal 2000.  These  activities  accounted for
approximately  $63.2  million in  proceeds in fiscal  2000 while  proceeds  from
disposals in fiscal 2001 amounted to $5.8 million. These proceeds were primarily
associated  with the sale of  equipment  utilized in  production  of pickles and
other  related  products to Dean Pickle and  Specialty  Products.  The Company's
investment in property, plant and equipment remained relatively unchanged during
fiscal 2001,  decreasing $0.3 million.  Property,  plant and equipment purchases
were for general operating purposes.

Net cash used in financing  activities decreased by $0.4 million. The change was
primarily due to a decrease in capital contributions  received from Pro-Fac as a
result of lower  earnings  in fiscal 2001 and  changes in  borrowings  under the
Company's Revolving Credit Facility that must be paid down at year-end.

Credit  Facility  (Bank Debt):  In  connection  with the DFVC  Acquisition,  the
Company entered into a credit facility  ("Credit  Facility") with Harris Bank as
Administrative  Agent and Bank of Montreal as Syndication Agent, and the lenders
thereunder.  The Credit Facility  consists of the $200 million  Revolving Credit
Facility  and the $455  million Term Loan  Facility.  The Term Loan  Facility is
comprised of the Term A Facility, which has a maturity of five years, the Term B
Facility,  which has a maturity of six years, and the Term C Facility, which has
a maturity of seven years.  The Revolving Credit Facility has a maturity of five
years.  All previous bank debt was repaid in  conjunction  with the execution of
the Credit Facility.

The  Credit  Facility  bears  interest,   at  the  Company's   option,   at  the
Administrative  Agent's alternate base rate or the London Interbank Offered Rate
("LIBOR")  plus,  in  each  case,  applicable  margins  of:  (i) in the  case of
alternate base rate loans, (x) 1.25 percent for loans under the Revolving Credit
Facility  and the Term A Facility,  (y) 3.00  percent for loans under the Term B
Facility  and (z) 3.25  percent for loans under the Term C Facility  and (ii) in
the case of LIBOR loans,  (x) 3.00 percent for loans under the Revolving  Credit
Facility  and the Term A Facility,  (y) 4.00  percent for loans under the Term B
Facility  and (z)  4.25  percent  for  loans  under  the  Term C  Facility.  The
Administrative  Agent's  "alternate base rate" is defined as the greater of: (i)
the prime commercial rate as announced by the  Administrative  Agent or (ii) the
Federal Funds rate plus 0.50 percent. The fiscal 2001  weighted-average  rate of
interest applicable to the Term Loan Facility was 9.97 percent. In addition, the
Company pays a commitment  fee calculated at a rate of 0.50 percent per annum on
the daily average unused commitment under the Revolving Credit Facility.

Upon consummation of the DFVC  Acquisition,  the Company drew $455 million under
the Term Loan  Facility,  consisting  of $100  million,  $175  million  and $180
million of loans under the Term A Facility, Term B Facility and Term C Facility,
respectively.  Additionally,  the Company drew $93 million  under the  Revolving
Credit  Facility for seasonal  working capital needs and $14.3 million under the
Revolving  Credit  Facility  was issued for letters of credit.  During  December
1998,  the  Company's  primary  lender  exercised its right under the New Credit
Facility to transfer $50 million from the Term A Facility to the Term B and Term
C Facilities in increments of $25 million.

<PAGE>

Utilizing  outstanding  balances  at June 30,  2001,  the Term Loan  Facility is
subject to the following amortization schedule:
(Dollars in Millions)

Fiscal Year     Term Loan A       Term Loan B     Term Loan C        Total
-----------     -----------       -----------     -----------        -----

    2002          $  10.0            $  0.4         $   0.4         $  10.8
    2003             10.0               0.4             0.4            10.8
    2004              6.4               0.4             0.4             7.2
    2005              0.0             189.0             0.4           189.4
    2006              0.0               0.0           193.4           193.4
                  -------            ------         -------         -------
                  $  26.4            $190.2         $ 195.0         $ 411.6
                  =======            ======         =======         =======

The Term  Loan  Facility  is  subject  to  mandatory  prepayment  under  various
scenarios as defined in the Credit Facility.  During fiscal 2001, Agrilink Foods
made  mandatory  prepayments of $3.2 million from proceeds of the sale of pickle
machinery and equipment. In addition,  during fiscal 2001, principal payments of
$13.5 million were made on the Term Loan Facilities.

The Company's  obligations  under the Credit  Facility are  collateralized  by a
first-priority lien on: (i) substantially all existing or after-acquired assets,
tangible or intangible,  (ii) the capital stock of certain of Pro-Fac's  current
and future subsidiaries  (excluding  AgriFrozen Foods, which was a subsidiary of
Pro-Fac);  and (iii) all of the Company's  rights under the agreement to acquire
DFVC  (principally   indemnification  rights)  and  the  Pro-Fac  Marketing  and
Facilitation Agreement.  The Company's obligations under the Credit Facility are
guaranteed by Pro-Fac and certain of the Company's  current and future,  if any,
subsidiaries (excluding AgriFrozen Foods).

The  Credit  Facility  contains  customary  covenants  and  restrictions  on the
Company's 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
dividend and other  distributions.  The Credit Facility also contains  financial
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. Under the Credit Facility,  the assets,  liabilities,
and results of operations of AgriFrozen, Inc., which previously was a subsidiary
of Pro-Fac,  were not  consolidated  with  Pro-Fac for  purposes of  determining
compliance with the covenants.  In August 2001,  September 2000 and August 1999,
the Company  entered into amendments to the original  covenants.  In conjunction
with these amendments,  the Company incurred fees of approximately $1.5 million,
$1.7 million,  and $2.6 million,  respectively.  These fees are being  amortized
over the remaining life of the Credit  Facility.  Agrilink is in compliance with
all  covenants,  restrictions,  and  requirements  under the terms of the Credit
Facility as amended.

The August 2001  amendment  imposes  contingent  fees and possible  increases in
interest  rates  under the Credit  Facility  based in part on the ability of the
Company to raise  equity,  and  deleverage  its  balance  sheet  within  certain
timeframes.  To this end, the Company has engaged a financial  advisor to assist
it in raising a minimum of $100 million through a private placement of an as yet
unspecified  class of securities of the Company.  The amount of such  contingent
fees is also  impacted by EBITDA which the Company  achieves for its fiscal year
ending in June 2002.

Senior  Subordinated  Notes  -11-7/8  Percent  (due  2008):  To  extinguish  the
Subordinated Bridge Facility,  the Company issued Senior Subordinated Notes (the
"Notes")  for $200  million  aggregate  principal  amount due  November 1, 2008.
Interest  on the Notes  accrues at the rate of 11-7/8  percent  per annum and is
payable semiannually in arrears on May 1 and November 1.

The Notes represent general unsecured  obligations of the Company,  subordinated
in right of payment to certain other debt obligations of the Company  (including
the Company's  obligations under the Credit Facility).  The Notes are guaranteed
by  Pro-Fac  and  certain  of  the  Company's   current  and  future,   if  any,
subsidiaries.

The Notes contain customary  covenants and restrictions on the Company's ability
to engage in certain activities,  including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends  and  other  distributions.  The  Company  is in  compliance  with all
covenants, restrictions, and requirements under the Notes.

Subordinated  Bridge  Facility:  To complete the DFVC  Acquisition,  the Company
entered into a  Subordinated  Bridge  Facility (the "Bridge  Facility").  During
November  1998,  the net  proceeds  from the sale of the  Notes,  together  with
borrowings  under  the  Revolving  Credit  Facility,  were used to repay all the
indebtedness  outstanding  ($200 million plus accrued interest) under the Bridge
Facility.  The  outstanding  indebtedness  under  the  Bridge  Facility  accrued
interest at an approximate rate per annum of 10-1/2 percent. Debt issuance costs
associated with the Bridge Facility of $5.5 million were fully amortized  during
the second quarter of fiscal 1999.
<PAGE>
Subordinated Promissory Note: As partial consideration for the DFVC Acquisition,
the Company issued to Dean Foods a Subordinated  Promissory Note for $30 million
aggregate  principal amount due November 22, 2008.  Interest on the Subordinated
Promissory Note is accrued quarterly in arrears commencing December 31, 1998, at
a rate per annum of 5  percent  until  November  22,  2003,  and at a rate of 10
percent thereafter. As the rates on the Note are below market value, the Company
has imputed the  appropriate  discount  utilizing an effective  interest rate of
11-7/8 percent.  Interest  accruing  through November 22, 2003 is required to be
paid  in-kind  through the  issuance by the Company of  additional  subordinated
promissory  notes  identical to the  Subordinated  Promissory  Note. The Company
satisfied  this  requirement  through the issuance of 11  additional  promissory
notes each for approximately $0.4 million.  Interest accruing after November 22,
2003 is payable in cash. The Subordinated  Promissory Note may be prepaid at the
Company's option without premium or penalty.

The Subordinated  Promissory Note is expressly  subordinate to the Notes and the
Credit Facility and contains no financial covenants. The Subordinated Promissory
Note is guaranteed by Pro-Fac.

On December 1, 2000, Dean Foods sold the Subordinated  Note to Great Lakes Kraut
Company,  LLC, a joint venture between the Company and Flanagan  Brothers,  Inc.
This sale did not affect the terms of the note.

Senior  Subordinated  Notes  - 12 1/4  Percent  - Due  2005  ("Old  Notes"):  In
conjunction  with the DFVC  Acquisition,  the Company  repurchased  $159,985,000
principal  amount of its Old Notes,  of which $160 million  aggregate  principal
amount was  previously  outstanding.  The Company paid a total of  approximately
$184 million to repurchase the Old Notes,  including interest accrued thereon of
$2.9  million.  Holders who  tendered  consented  to certain  amendments  to the
indenture relating to the Old Notes,  which eliminated or amended  substantially
all the  restrictive  covenants and certain events of default  contained in such
indenture.  The Company may  repurchase the remaining Old Notes in the future in
open market transactions, privately negotiated purchases or otherwise.

OTHER MATTERS:

Capital  Expenditures:  The Company  anticipates  that capital  expenditures for
fiscal  years 2002 and 2003 will be  approximately  $25 million  per annum.  The
Company  believes  that cash flow from  operations  and  borrowings  under  bank
facilities  will  be  sufficient  to meet  its  liquidity  requirements  for the
foreseeable future.

Short- and Long-Term Trends: Throughout fiscal 2001 and 2000, Agrilink Foods has
focused  on its core  businesses  and  growth  opportunities.  During the fourth
quarter of fiscal  2001,  the Company  initiated  a national  launch of its most
recent new product, Birds Eye Simply Grillin'.  Simply Grillin' is a preseasoned
blend of top quality Birds Eye vegetables in a foil tray.  Net sales  associated
with this new product were $11.3  million.  Management  estimates that Birds Eye
Simply  Grillin'  will achieve $35 million of net sales in fiscal  2002.  During
fiscal 1999, the Company  acquired the frozen and canned  vegetable  business of
Dean Foods.  The Company  believes that the DFVC  Acquisition  strengthened  its
competitive  position  by:  (i)  enhancing  its  brand  recognition  and  market
position,   (ii)  providing   opportunities   for  cost  savings  and  operating
efficiencies and (iii) increasing its product and geographic diversification.  A
complete  description of the  acquisition and disposal  activities  completed is
outlined at NOTE 3 to the "Notes to Consolidated Financial Statements."

The vegetable and fruit portions of the business can be positively or negatively
affected  by weather  conditions  nationally  and the  resulting  impact on crop
yields.  Favorable  weather  conditions  can  produce  high crop  yields  and an
oversupply  situation.  This  results in  depressed  selling  prices and reduced
profitability on the inventory  produced from that year's crops.  Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically  results in higher selling prices and increased  profitability.  While
the  national  supply  situation  controls  the  pricing,  the supply can differ
regionally because of variations in weather.

The crop and yield resulting from the 2000 growing season,  while  significantly
lower than anticipated in the eastern part of the country, proved to be adequate
throughout the industry.  However,  the weather  conditions which  significantly
impacted corn yields did result in higher pricing for this commodity.

For the 2001 crop season,  dry weather  conditions in the Company's New York and
Midwest growing regions may negatively impact  production costs.  Management has
initiated  cost  reduction  steps,  and is  actively  pursuing  additional  cost
reduction initiatives in order to fully offset any crop-related  production cost
increases.

Supplemental  Information  on Inflation:  The changes in costs and prices within
the Company's  business due to inflation were not  significantly  different from
inflation in the United States economy as a whole. Levels of capital investment,
pricing and inventory  investment were not materially affected by changes caused
by inflation.

<PAGE>

New  Accounting  Pronouncements:  In July 2000,  the Emerging  Issues Task Force
("EITF") of the  Financial  Accounting  Standards  Board  reached a consensus on
Issue 00-14,  "Accounting for Certain Sales Incentives." The consensus addresses
the  recognition,  measurement,  and income statement  classification  for sales
incentives that a company offers to its customers.  Accordingly, coupon expense,
now  classified  as  selling,   general  and  administrative  expense,  will  be
reclassified  as a reduction  of gross sales and all prior  periods will also be
reclassified to reflect this  modification.  The adoption of EITF Issue 00-14 is
not  expected to  materially  impact the  Company's  financial  statements.  The
Company estimates that its coupon expense is approximately  $6.5 to $8.5 million
per year. The Company must adopt EITF Issue 00-14 in the third quarter of fiscal
2002,  however,  the Company anticipates it will adopt this pronouncement in the
first quarter of fiscal 2002.

In April 2001,  the EITF reached a final  consensus on Issue 00-25,  "Accounting
for Consideration from a Vendor to a Retailer in Connection with the Purchase or
Promotion of the Vendor's  Products."  The consensus  addresses  the  accounting
treatment and income  statement  classification  for certain  sales  incentives,
including cooperative advertising arrangements, buydowns, and slotting fees. The
consensus requires that such amounts,  now classified by the Company as selling,
general,  and  administrative  expense,  be reclassified as a reduction of gross
sales.  These  guidelines will become effective for the Company during the third
quarter of fiscal 2002. The Company is currently reviewing this pronouncement to
determine the dollar value of the  reclassification.  The adoption of EITF 00-25
will not impact the Company's profitability.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting  Standard  ("SFAS")  No.  142,  "Goodwill  and  Other
Intangible  Assets."  SFAS  No.  142  addresses  the  financial  accounting  and
reporting of goodwill and other intangible assets and supercedes APB Opinion No.
17,  "Intangible  Assets."  The  statement  will modify how an entity  initially
accounts for  goodwill  and other  intangible  assets,  assesses for  subsequent
impairment, and the requirement to amortize these assets. The provisions of SFAS
No. 142 must be adopted for fiscal years beginning after December 15, 2001, with
early  application  permitted for companies  with fiscal years  beginning  after
March 15, 2001. The Company is currently  assessing the impact of implementation
on its results of operations and financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany sales. At June 30, 2001, the Company
had cash flow hedges for the Mexican peso with maturity  dates ranging from July
2001 to May 2002.  The fair value of these open  contracts was an after-tax gain
of approximately $0.6 million recorded in accumulated other comprehensive income
in shareholder's  equity.  Amounts deferred to accumulated  other  comprehensive
income will be reclassified into cost of goods sold. For the year ended June 30,
2001,  approximately $0.3 million has been reclassified from other comprehensive
income to cost of goods sold. Hedge ineffectiveness was insignificant.

                                                          Foreign Currency
                                                              Forward
                                                          ----------------
Contract amounts                                          124 million Pesos
Weighted average settlement exchange rate                     10.7966%

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001. These contracts were either sold or expired during fiscal 2001, and a loss
of $0.2 million was recorded in cost of goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designates a swap agreement as a cash flow hedge of its forecasted flour
purchases.  The Company maintained flour contracts that hedged  approximately 59
percent of its planned  flour  requirements  during  fiscal 2001.  The contracts
expired  during fiscal 2001,  an  immaterial  loss was recorded in cost of goods
sold.

<PAGE>

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designates a swap agreement as a cash flow hedge
of its forecasted  corrugated  purchases.  The Company hedged  approximately  80
percent of its planned corrugated requirements.  The agreement had no fair value
and terminated on June 30, 2001.

Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable  rate  instruments.  The Company  entered into two  interest  rate swap
contracts  under which the Company  agrees to pay an amount equal to a specified
fixed rate of  interest  times a notional  principal  amount,  and to receive in
return an amount equal to a specified  variable rate of interest  times the same
notional  principal  amount.  The  notional  amounts  of the  contract  are  not
exchanged and no other cash payments are made.  Two interest rate swap contracts
were entered into with a major financial institution in order to minimize credit
risk.

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month LIBOR of 4.85 percent as of June 30, 2001) on $150 million notional
amount of indebtedness.  The Company had a second interest rate swap contract to
pay a fixed rate of  interest  (5.32  percent)  and  receive a variable  rate of
interest (three-month LIBOR of 4.85 percent as of June 30, 2001) on $100 million
notional amount of indebtedness. Approximately 61 percent of the underlying debt
is being hedged with these interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
The  fair  value  of  the  cash  flow  hedge  is  generally  deferred  to  other
comprehensive income and reclassified into interest expense over the life of the
hedge.  However,  to the extent that any of these  contracts are not  considered
effective in offsetting  the change in the value of the interest  payments being
hedged,  any changes in fair value relating to the ineffective  portion of these
contracts are immediately recognized in income. At June 30, 2001, these interest
rate swap  contracts were not  considered  effective,  and the fair value of the
contracts, an after-tax loss of $0.4 million, was reported in earnings.

The following is a summary of the Company's interest rate swap agreements:

                                                          March 24, 2001
                                                          --------------
Interest Rate Swap:
Variable to Fixed - notional amount                         $250 million
Average pay rate                                            4.96 - 5.32%
Average receive rate                                    Floating rate - 4.85%
Maturities through                                          October 2001

In a declining  interest  rate market,  the  benefits of the hedge  position are
minimized, however, the Company continues to monitor market conditions to adjust
its hedging position as it considers necessary.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
                          INDEX TO FINANCIAL STATEMENTS

<CAPTION>
<S>                                                                                                                          <C>
     ITEM                                                                                                                    Page

Agrilink Foods, Inc. and Consolidated Subsidiaries:
   Management's Responsibility for Financial Statements....................................................................   25
   Report of Independent Accountants.......................................................................................   26
   Consolidated Financial Statements:
     Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income
       for the years ended June 30, 2001, June 24, 2000, and June 26, 1999.................................................   27
     Consolidated Balance Sheets at June 30, 2001 and June 24, 2000........................................................   28
     Consolidated Statements of Cash Flows for the years ended June 30, 2001, June 24, 2000, and June 26, 1999.............   29
     Notes to Consolidated Financial Statements............................................................................   31
</TABLE>

<PAGE>















              MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS



Management is  responsible  for the  preparation  and integrity of the financial
statements  and related  notes which begin on the page  following the "Report of
Independent Accountants." These statements have been prepared in accordance with
accounting principles generally accepted in the United States.

The Company's  accounting  systems include internal controls designed to provide
reasonable  assurance of the reliability of its financial records and the proper
safeguarding  and use of its assets.  Such  controls are  monitored  through the
internal and external audit programs.

The  financial  statements  have been  audited  by  PricewaterhouseCoopers  LLP,
independent  accountants,  who were responsible for conducting their examination
in accordance with generally accepted auditing standards. Their resulting report
is on the subsequent page.

The  Board  of  Directors  exercises  its  responsibility  for  these  financial
statements.  The independent  accountants  and internal  auditors of the Company
have full and free access to the Board.  The Board  periodically  meets with the
independent  accountants and the internal auditors,  without management present,
to discuss accounting, auditing and financial reporting matters.



/s/ Dennis M. Mullen                    /s/ Earl L. Powers
-----------------------------           ---------------------------------------
    Dennis M. Mullen                       Earl L. Powers
    President and                          Executive Vice President Finance and
    Chief Executive Officer                Chief Financial Officer

August 3, 2001



<PAGE>














                        Report of Independent Accountants



To the Shareholder and
Board of Directors of
Agrilink Foods, Inc.

In our opinion, the consolidated balance sheets and related consolidated
statements of operations, accumulated retained earnings/(deficit) and
comprehensive income and cash flows listed under Item 8 of this Form 10-K
present fairly, in all material respects, the financial position of Agrilink
Foods, Inc. and its subsidiaries at June 30, 2001 and June 24, 2000, and the
results of their operations and their cash flows for each of the three years
ended in the period June 30, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

Our audits of the consolidated financial statements also included an audit of
the financial statement schedule listed in the accompanying index and appearing
under Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein for the fiscal years ended June 30, 2001, June 24, 2000, and June 26,
1999 when read in conjunction with the consolidated financial statements.



/s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP

    Rochester, New York

August 3, 2001, except for the eighth paragraph of NOTE 8, for which the date is
September 5, 2001.
<PAGE>
                              FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income
<CAPTION>
(Dollars in Thousands)

                                                                                         Fiscal Years Ended
                                                                           ------------------------------------------------
                                                                           June 30, 2001     June 24, 2000    June 26, 1999
                                                                           -------------     -------------    -------------
<S>                                                                         <C>               <C>              <C>
Net sales                                                                   $ 1,303,311       $ 1,232,262      $  1,261,880
Cost of sales                                                                  (928,806)         (857,319)         (903,891)
                                                                            -----------       -----------      ------------
Gross profit                                                                    374,505           374,943           357,989
Selling, administrative, and general expenses                                  (295,046)         (281,286)         (289,923)
Gains on sales of assets                                                              0             6,635            64,734
Restructuring                                                                         0                 0            (5,000)
Income from joint venture                                                         1,779             2,418             2,787
                                                                            -----------       -----------      ------------
Operating income before dividing with Pro-Fac                                    81,238           102,710           130,587
Interest expense                                                                (79,775)          (78,054)          (65,339)
Amortization of debt issue costs associated with the Bridge Facility                  0                 0            (5,500)
                                                                            -----------       -----------      ------------
Pretax income before dividing with Pro-Fac and before extraordinary
   item                                                                           1,463            24,656            59,748
Pro-Fac share of income before extraordinary item                                  (732)          (12,328)           (1,658)
                                                                            -----------       -----------      ------------
Income before taxes and extraordinary item                                          731            12,328            58,090
Tax provision                                                                      (660)           (5,904)          (24,770)
                                                                            -----------       -----------      ------------
Income before extraordinary item                                                     71             6,424            33,320
Extraordinary item relating to the early extinguishment of debt (net
   of income taxes and after dividing with Pro-Fac)                                   0                 0           (16,366)
                                                                            -----------       -----------      ------------
Net income                                                                           71             6,424            16,954
Accumulated earnings/(deficit) at beginning of period                             4,000            (2,424)          (11,878)
Dividends to Pro-Fac                                                                  0                 0            (7,500)
                                                                            -----------       -----------      ------------
Accumulated earnings/(deficit) at end of period                             $     4,071       $     4,000      $     (2,424)
                                                                            ===========       ===========      ============

Accumulated other comprehensive loss at beginning of period                 $      (525)      $      (763)     $       (608)
Minimum pension liability adjustment                                                (48)              238              (155)
Unrealized gain on hedging activity                                                 618                 0                 0
                                                                            -----------       -----------      ------------
Accumulated other comprehensive income/(loss) at end of period              $        45       $      (525)     $       (763)
                                                                            ===========       ===========      ============

Net income                                                                  $        71       $     6,424      $     33,320
Other comprehensive income:
   Minimum pension liability                                                        (48)              238              (155)
   Unrealized gain on hedging activity, net of taxes                                618                 0                 0
                                                                            -----------       -----------      ------------
Comprehensive income                                                        $       641       $     6,662      $     33,165
                                                                            ===========       ===========      ============
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
<CAPTION>
(Dollars in Thousands)
                                     ASSETS
                                                                                                       June 30,          June 24,
                                                                                                         2001              2000
                                                                                                     -----------       ----------
<S>                                                                                                  <C>               <C>
Current assets:
   Cash and cash equivalents                                                                         $     7,656       $     4,994
   Accounts receivable trade, net of allowances for doubtful accounts of
     $843 and $887, respectively                                                                          85,543            95,499
   Accounts receivable, co-pack activity and other                                                         7,949             9,855
   Income taxes refundable                                                                                   272             7,331
   Inventories                                                                                           313,856           295,297
   Current investment in CoBank                                                                            3,998             2,927
   Prepaid manufacturing expense                                                                          22,427            20,296
   Prepaid expenses and other current assets                                                              19,603            18,706
   Due from Pro-Fac Cooperative, Inc.                                                                        245                 0
   Current deferred tax asset                                                                              2,202            11,552
                                                                                                     -----------       -----------
       Total current assets                                                                              463,751           466,457
Investment in CoBank                                                                                      10,660            15,893
Investment in joint venture                                                                                8,018             6,775
Property, plant, and equipment, net                                                                      305,531           317,994
Assets held for sale at net realizable value                                                                 120               339
Goodwill and other intangible assets, net of accumulated amortization of $38,108
   and $28,248, respectively                                                                             248,777           258,545
Other assets                                                                                              24,014            23,484
Note receivable due from Pro-Fac Cooperative, Inc.                                                         9,400             9,400
                                                                                                     -----------       -----------
       Total assets                                                                                  $ 1,070,271       $ 1,098,887
                                                                                                     ===========       ===========

                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Notes payable                                                                                     $         0       $     5,700
   Current portion of obligations under capital leases                                                       316               218
   Current portion of long-term debt                                                                      15,599            16,583
   Accounts payable                                                                                      117,851            95,071
   Accrued interest                                                                                        9,253            11,398
   Accrued employee compensation                                                                          10,081            10,114
   Other accrued expenses                                                                                 49,347            64,138
   Due to Pro-Fac Cooperative, Inc.                                                                            0             9,141
                                                                                                     -----------       -----------
       Total current liabilities                                                                         202,447           212,363
Obligations under capital leases                                                                             571               520
Long-term debt                                                                                           631,128           644,712
Deferred income tax liabilities                                                                           26,376            32,262
Other non-current liabilities                                                                             29,417            29,852
                                                                                                     -----------       -----------
       Total liabilities                                                                                 889,939           919,709
                                                                                                     -----------       -----------
Commitments and Contingencies
Shareholder's Equity:
   Common stock, par value $.01; 10,000 shares authorized, issued and outstanding,
     owned by Pro-Fac Cooperative, Inc.                                                                        0                 0
   Additional paid-in capital                                                                            176,216           175,703
   Accumulated earnings                                                                                    4,071             4,000
   Accumulated other comprehensive income:
     Unrealized gain on hedging activity                                                                     618                 0
     Minimum pension liability adjustment                                                                   (573)             (525)
                                                                                                     -----------       -----------
       Total shareholder's equity                                                                        180,332           179,178
                                                                                                     -----------       -----------
       Total liabilities and shareholder's equity                                                    $ 1,070,271       $ 1,098,887
                                                                                                     ===========       ===========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
<CAPTION>
(Dollars in Thousands)

                                                                                                 Fiscal Years Ended
                                                                                    -----------------------------------------------
                                                                                    June 30, 2001   June 24, 2000     June 26, 1999
                                                                                    -------------   -------------     -------------

<S>                                                                                  <C>               <C>              <C>
Cash Flows from Operating Activities:
   Net income                                                                        $     71          $ 6,424          $ 16,954
   Adjustments to reconcile net income to net cash provided by/(used in)
   operating activities -
     Extraordinary item relating to the early extinguishment of debt (net of
       income taxes and after dividing with Pro-Fac)                                        0                0            16,366
     Gain on sale of assets                                                                 0           (6,635)          (64,734)
     Loss on disposal of assets                                                             0                0               353
     Amortization of goodwill and other intangible assets                               9,860            8,768             9,396
     Amortization of debt issue costs and amendment costs and discount on
       Subordinated Promissory
         Note (including fees associated with the Bridge Facility)                      4,895            4,318             7,678
     Interest in-kind on Subordinated Promissory Note                                   2,069            1,571               782
     Depreciation                                                                      30,706           30,313            23,804
     Equity in undistributed earnings of CoBank                                           (97)            (102)             (520)
     Equity in undistributed earnings of joint venture                                 (1,243)             (96)              (95)
     Provision for deferred taxes                                                       3,464            9,000             9,742
     Provision for losses on accounts receivable                                          610              201               208
     Change in assets and liabilities, net of effects of business dispositions:
       Accounts receivable                                                             11,252          (15,276)           (2,048)
       Inventories and prepaid manufacturing expense                                  (20,690)         (51,802)           33,083
       Income taxes payable/refundable                                                  7,059            2,029            (3,193)
       Accounts payable and accrued expenses                                            7,519           (4,438)          (51,768)
       Due (from)/to Pro-Fac                                                           (9,386)          (5,926)              683
       Other assets and liabilities                                                    (2,907)           3,945            (8,600)
                                                                                     --------          -------          --------
Net cash provided by/(used in) operating activities                                    43,182          (17,706)          (11,909)
                                                                                     --------          -------          --------
Cash Flows from Investing Activities:
   Purchase of property, plant, and equipment                                         (25,126)         (25,428)          (22,064)
   Proceeds from disposals                                                              5,303           64,360            93,486
   Proceeds from sales of idle facilities                                                 494                0             1,427
   Proceeds from investment in CoBank                                                   4,259            3,378             2,795
   Cash paid for acquisitions                                                               0             (250)         (443,531)
                                                                                     --------          -------          ---------
Net cash (used in)/provided by investing activities                                   (15,070)          42,060          (367,887)
                                                                                     --------          -------          --------
Cash Flows from Financing Activities:
   Net proceeds from (repayment)/issuance of short-term debt                           (5,700)         (13,200)           18,900
   Proceeds from issuance of long-term debt                                                 0                0           677,100
   Payments on long-term debt                                                         (18,084)         (18,470)         (287,574)
   Payments on capital leases                                                            (449)            (238)             (282)
   Cash paid for debt issuance costs and amendments                                    (1,730)          (2,624)          (19,354)
   Capital contribution by Pro-Fac                                                        513            8,632                 0
   Dividends paid to Pro-Fac                                                                0                0            (7,500)
                                                                                     --------          -------          --------
Net cash (used in)/provided by financing activities                                   (25,450)         (25,900)          381,290
                                                                                     --------          -------          --------
Net change in cash and cash equivalents                                                 2,662           (1,546)            1,494
Cash and cash equivalents at beginning of period                                        4,994            6,540             5,046
                                                                                     --------          -------          --------
Cash and cash equivalents at end of period                                           $  7,656          $ 4,994          $  6,540
                                                                                     ========          =======          ========

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
     Interest                                                                        $ 75,375          $67,234          $ 64,340
                                                                                     ========          =======          ========
     Income taxes refunded/(paid), net                                               $  7,154          $ 6,637          $(12,935)
                                                                                     ========          =======          ========

Acquisition of Flavor Destinations Trademark:
   Goodwill and other intangible assets                                              $      0          $   250          $      0

Acquisition of Erin's Gourmet Popcorn:
       Inventories                                                                   $      0          $     0          $     33
       Property, plant, and equipment                                                       0                0                26
       Goodwill and other intangible assets                                                 0                0               554
                                                                                     --------          -------          --------
                                                                                     $      0          $     0          $    613
                                                                                     ========          =======          ========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows (Continued)

<CAPTION>
(Dollars in Thousands)

                                                                                           Fiscal Years Ended
                                                                            -----------------------------------------------
                                                                            June 30,2001     June 24, 2000      June 26, 1999
                                                                            ------------     -------------      -------------
<S>                                                                          <C>               <C>              <C>
     Acquisition of Dean Foods Vegetable Company:
       Accounts receivable                                                   $      0          $     0          $ 24,201
       Current deferred tax asset                                                   0                0            30,645
       Inventories                                                                  0                0           195,674
       Prepaid expenses and other current assets                                    0                0             6,374
       Property, plant, and equipment                                               0                0           154,527
       Assets held for sale                                                         0                0                49
       Goodwill and other intangible assets                                         0                0           182,010
       Accounts payable                                                             0                0           (40,865)
       Accrued employee compensation                                                0                0            (8,437)
       Other accrued expenses                                                       0                0           (75,778)
       Long-term debt                                                               0                0            (2,752)
       Subordinated promissory note                                                 0                0           (22,590)
       Other assets and liabilities, net                                            0                0            (2,453)
                                                                             --------          -------          --------
                                                                             $      0          $     0          $440,605
                                                                             ========          =======          ========

     Acquisition of J.A. Hopay Distributing Co., Inc.:
       Accounts receivable                                                   $      0          $     0          $    420
       Inventories                                                                  0                0               153
       Property, plant, and equipment                                               0                0                51
       Goodwill and other intangible assets                                         0                0             3,303
       Other accrued expenses                                                       0                0              (251)
       Obligation for covenant not to compete                                       0                0            (1,363)
                                                                             --------          -------          ---------
                                                                             $      0          $     0          $  2,313
                                                                             ========          =======          ========


Supplemental schedule of non-cash investing and financing activities:
   Capital lease obligations incurred                                        $    448          $   171          $    320
                                                                             ========          =======          ========

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

                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  Company:   Agrilink  Foods,  Inc.  (the  "Company"  or  "Agrilink  Foods"),
incorporated  in New York in 1961, is a producer and marketer of processed  food
products.  The Company has four primary  product  lines  including:  vegetables,
fruits, snacks, and canned meals. The majority of each of the product lines' net
sales is within the United States. In addition,  all of the Company's  operating
facilities,  excluding one in Mexico,  are within the United States. The Company
is a wholly owned  subsidiary  of Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the
"Cooperative"). The Cooperative conducts business under the name of Agrilink. In
addition,  the board of directors of Agrilink  Foods and Pro-Fac  conduct  joint
meetings, coordinate their activities, and act on a consolidated basis. Although
Pro-Fac Cooperative continues to be the legal name of the Cooperative,  with the
same  structure  and  regulations  required by bank credit  agreements  and bond
indentures, and with the same stock symbol, "PFACP," it is presented as Agrilink
for all other communications.

Basis of Presentation:  The accompanying  consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America  ("GAAP") which  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Reclassification:  Prior year information is reclassified  whenever necessary to
conform with the current year's presentation.

Fiscal  Year:  The fiscal year of Agrilink  Foods  corresponds  with that of its
parent, Pro-Fac, and ends on the last Saturday in June. Fiscal 2001 comprised 53
weeks and fiscal 2000 and 1999 comprised 52 weeks.

Consolidation: The consolidated financial statements include the Company and its
wholly owned  subsidiaries  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.

New  Accounting  Pronouncements:  In December  1999, the Securities and Exchange
Commission  (the  "SEC")  issued  Staff  Accounting  Bulletin  ("SAB")  No. 101,
"Revenue Recognition in Financial  Statements." SAB No. 101 provides guidance on
the  recognition,  presentation  and  disclosure  of  revenue  in the  financial
statements  filed with the SEC. SAB No.101 outlines the basic criteria that must
be met to recognize  revenue and provides  guidance  for  disclosure  related to
revenue recognition policies.  The Company adopted SAB No. 101 during the fourth
quarter  of fiscal  2001.  The  adoption  of this  pronouncement  did not have a
material impact on the Company's financial statements or results of operations.

In July 2000,  the  Emerging  Issues Task Force  ("EITF")  also  reached a final
consensus on Issue 00-10, "Accounting for Shipping and Handling Fees and Costs."
The EITF addresses the income statement classification for shipping and handling
costs and revenues.  Issue 00-10 became  effective  during the fourth quarter of
fiscal 2001. Accordingly,  freight expense, previously classified as a reduction
to gross sales,  is now classified as a component of cost of sales and all prior
periods have been reclassified to reflect this modification. Freight expense was
$57.5 million,  $49.6 million, and $51.4 million in fiscal 2001, 2000, and 1999,
respectively. The adoption of EITF Issue 00-10 did not have a material affect on
the Company's financial statements and results of operations.

In  January  2001,  the  EITF  reached  a  partial  consensus  on  Issue  00-22,
"Accounting  for Points and  Certain  Other  Time-Based  or  Volume-Based  Sales
Incentive Offer, and Offers for Free Products or Services to Be Delivered in the
Future" which address the recognition,  measurement and statement classification
for  certain  sales  incentives  (e.g.,  volume  purchase  rebates  and  free or
discounted goods).  These guidelines became effective for the Company during the
third  quarter  of  fiscal  2001 and had no impact  on the  Company's  financial
position or results of operations.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting  Standard  ("SFAS")  No.  142,  "Goodwill  and  Other
Intangible  Assets."  SFAS  No.  142  addresses  the  financial  accounting  and
reporting of goodwill and other intangible assets and supercedes APB Opinion No.
17,  "Intangible  Assets."  The  statement  will modify how an entity  initially
accounts for  goodwill  and other  intangible  assets,  assesses for  subsequent
impairment, and the requirement to amortize these assets. The provisions of SFAS
No. 142 must be adopted for fiscal years beginning after December 15, 2001, with
early  application  permitted for companies  with fiscal years  beginning  after
March 15, 2001. The Company is currently  assessing the impact of implementation
on its results of operations and financial position.

In July 2000,  the EITF  reached a consensus  on Issue  00-14,  "Accounting  for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers.
<PAGE>
Accordingly,   coupon   expense,   now   classified  as  selling,   general  and
administrative  expense,  will be reclassified as a reduction of gross sales and
all prior periods will also be  reclassified to reflect this  modification.  The
adoption of EITF Issue 00-14 is not expected to materially  impact the Company's
financial  statements.   The  Company  estimates  that  its  coupon  expense  is
approximately  $6.5 to $8.5 million per year.  The Company must adopt EITF Issue
00-14 by the third quarter of fiscal 2002 with earlier application permitted.

In April 2001,  the EITF reached a final  consensus on Issue 00-25,  "Accounting
for Consideration from a Vendor to a Retailer in Connection with the Purchase or
Promotion of the Vendor's  Products."  The consensus  addressees  the accounting
treatment and income  statement  classification  for certain  sales  incentives,
including cooperative advertising arrangements, buydowns, and slotting fees. The
consensus requires that slotting fees, now classified by the Company as selling,
general,  and  administrative  expense,  be reclassified as a reduction of gross
sales.  These  guidelines will become effective for the Company during the third
quarter of fiscal 2002. The adoption of EITF 00-25 is not expected to materially
impact the Company's financial statements.

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of a corporate-wide restructuring program. The overall objectives
of the plan  were to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily  comprised of employee  termination  benefits.  Efforts focused on the
consolidation  of operating  functions and the  elimination of  approximately  5
percent of the  workforce.  Reductions  in personnel  included  operational  and
administrative positions. All the remaining termination benefits were liquidated
in fiscal 2001.

Extraordinary  Item Relating to the Early  Extinguishment of Debt: During fiscal
1999,  the Company  refinanced its existing  indebtedness,  including its 12 1/4
percent  Senior  Subordinated  Notes due 2005 and its then  existing  bank debt.
Premiums and breakage  fees  associated  with early  redemptions  and other fees
incurred  amounted to $16.4  million (net of income  taxes of $10.4  million and
after  allocation  to  Pro-Fac  of $1.7  million).  See NOTE 3 to the  "Notes to
Consolidated Financial Statements."

Cash  and  Cash  Equivalents:  Cash  and  cash  equivalents  include  short-term
investments with original maturities of three months or less. There were no such
short-term investments at June 30, 2001 or June 24, 2000.

Inventories:  Inventories  are  stated  at the  lower of cost or  market  on the
first-in, first-out ("FIFO") method. The Company provides inventory reserves for
obsolete or slow moving  inventory based on changes in consumer demand and other
economic  conditions.  Reserves recorded at June 30, 2001 and June 24, 2000 were
$3,135,000 and $1,106,000, respectively.

Investment  in CoBank:  The  Company's  investment  in CoBank is  required  as a
condition of borrowing.  These  securities are not physically  issued by CoBank,
but rather the Company is notified as to their monetary value. The investment is
carried at cost plus the Company's share of the undistributed earnings of CoBank
(that portion of patronage refunds not distributed currently in cash).

Earnings on the Company's  investment in CoBank in fiscal year 2001,  2000,  and
1999 amounted to $138,000, $147,000, and $743,000, respectively.

Prepaid Manufacturing Expense:  Allocation of manufacturing overhead to finished
goods produced is on the basis of a production  period;  thus at the end of each
period,  manufacturing costs incurred by seasonal plants,  subsequent to the end
of previous  pack  operations,  are deferred  and  included in the  accompanying
balance sheet.  Such costs are applied to inventory  during the next  production
period and recognized as an element of cost of goods sold.

Property, Plant, and Equipment and Related Lease Arrangements:  Property, plant,
and equipment  are  depreciated  over the  estimated  useful lives of the assets
using the straight-line method, half-year convention, over 4 to 35 years.

Lease arrangements are capitalized when such leases convey  substantially all of
the risks and benefits  incidental  to ownership.  Capital  leases are amortized
over either the lease term or the life of the  related  assets,  depending  upon
available purchase options and lease renewal features.

Assets  held  for sale are  separately  classified  on the  balance  sheet.  The
recorded value represents an estimate of net realizable value.

Goodwill and Other Intangibles: Goodwill and other intangible assets include the
cost in excess of the fair value of net  tangible  assets  acquired  in purchase
transactions and acquired  non-competition  agreements and trademarks.  Goodwill
and  other  intangible  assets,  stated  net of  accumulated  amortization,  are
amortized  on a  straight-line  basis  over 3 to 35  years.  Under  the  current
guidance of SFAS No. 121, the Company  periodically  assesses  whether there has
been a permanent  impairment in the value of goodwill.  This is  accomplished by
determining whether the estimated, undiscounted future cash flows from operating
activities  exceed the carrying value of goodwill as of the assessment  date. If
the cash flows are less than the carrying value,  an impairment  charge would be
recognized  for the  difference  between the  estimated  fair value and carrying
value.
<PAGE>
Other Assets:  Other assets are primarily comprised of debt issuance costs. Debt
issuance  costs are amortized  over the term of the debt.  Amortization  expense
incurred,  including  $5,500,000 of fees  associated with the Bridge Facility in
fiscal 1999 were approximately $2,759,000, $2,758,000, and $7,678,000, in fiscal
2001, 2000, and 1999, respectively.

Derivative Financial  Instruments:  The Company does not engage in interest rate
speculation.  Derivative  financial  instruments  are utilized to hedge interest
rate risk,  commodity price risk, and foreign  currency related risk and are not
held for trading  purposes.  Refer to NOTE 7 for  additional  disclosures of the
Company's hedging activities.

Income  Taxes:  Income  taxes are  provided  on income for  financial  reporting
purposes.  Deferred  income taxes resulting from temporary  differences  between
financial  reporting  and tax  reporting  are  appropriately  classified  in the
balance sheet.

Pension:  The  Company  and its  subsidiaries  have  several  pension  plans and
participate  in various  union  pension  plans  which on a combined  basis cover
substantially  all employees.  Charges to income with respect to plans sponsored
by the Company and its subsidiaries are based upon actuarially determined costs.
Pension  liabilities are funded by periodic payments to the various pension plan
trusts.

Casualty  Insurance:  The  Company  is  insured  for  workers  compensation  and
automobile  liability  through a  primarily  self-insured  program.  The Company
accrues for the estimated losses from both asserted and unasserted  claims.  The
estimate  of  the  liability  for  unasserted  claims  arising  from  unreported
incidents is based on an analysis of  historical  claims  data.  The accrual for
casualty  insurance at June 30, 2001 and June 24, 2000 was $3.8 million and $5.2
million, respectively.

Revenue Recognition: The Company recognizes revenue on shipments on the date the
merchandise is received by the customer and title  transfers.  Product sales are
reported net of applicable cash discounts, and sales allowances and discounts.

Shipping and Handling Expense:  Shipping and handling expenses are included as a
component of cost of sales.

Advertising:  Production  costs of commercials  and  programming  are charged to
operations in the year first aired. The costs of other advertising promotion and
marketing  programs  are  charged  in the  year  incurred.  Advertising  expense
incurred in fiscal year 2001,  2000,  and 1999 amounted to  approximately  $37.5
million, $43.2 million, and $38.2 million, respectively.

Environmental  Expenditures:  Environmental expenditures that pertain to current
operations   are  expensed  or   capitalized   consistent   with  the  Company's
capitalization  policy.  Expenditures  that  result from the  remediation  of an
existing  condition  caused by past operations that do not contribute to current
or  future  revenues  are  expensed.  Liabilities  are  recorded  when  remedial
activities are probable, and the cost can be reasonably estimated.

Income from Joint Venture:  Represents  earnings received from the investment in
Great Lakes Kraut Company,  LLC, a joint venture  formed between  Agrilink Foods
and Flanagan Brothers,  Inc. See NOTE 5 to the "Notes to Consolidated  Financial
Statements" for additional information.

Earnings Per Share Data Omitted:  Earnings per share amounts are not  presented,
as subsequent to November 3, 1994,  the Company is a wholly owned  subsidiary of
Pro-Fac.

Comprehensive  Income:  Under SFAS No.  130,  the Company is required to display
comprehensive  income and its  components as part of the  financial  statements.
Comprehensive  income is  comprised  of net  earnings  and  other  comprehensive
income/(loss),  which includes  certain changes in equity that are excluded from
net earnings.  The Company includes  adjustments for minimum pension liabilities
and  unrealized  holding  gains and  losses  on  hedging  transactions  in other
comprehensive income/(loss).

Disclosures About Fair Value of Financial Instruments: The following methods and
assumptions  were used by the Company in estimating  its fair value  disclosures
for financial instruments:

     Cash and Cash  Equivalents,  Accounts  Receivable,  and Notes Payable:  The
     carrying  amount  approximates  fair value because of the short maturity of
     these instruments.

<PAGE>
     Long-Term  Investments:  The carrying value of the investment in CoBank was
     $14.7  million  at June 30,  2001.  As there is no  market  price  for this
     investment, a reasonable estimate of fair value is not possible.

     Long-Term  Debt: The fair value of the long-term debt is estimated based on
     the quoted market  prices for the same or similar  issues or on the current
     rates offered for debt of the same remaining maturities.  See NOTE 8 to the
     "Notes to Consolidated Financial Statements."

NOTE 2. AGREEMENTS WITH PRO-FAC

Effective  November 3, 1994,  the Company  became a wholly owned  subsidiary  of
Pro-Fac.

The Company's  contractual  relationship  with Pro-Fac is defined in the Pro-Fac
Marketing and Facilitation  Agreement ( the  "Agreement").  Under the Agreement,
the Company  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.  For the fiscal  years ended 2001,
2000,  and 1999,  the CMV for all crops  supplied  by Pro-Fac  amounted to $69.0
million, $69.6 million, and $62.2 million, respectively.

Under the  Agreement  the Company 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 the Company has earnings on products which were processed from
crops supplied by Pro-Fac ("Pro-Fac Products"),  the Company pays to Pro-Fac, as
additional  patronage income,  90 percent of such earnings,  but in no case more
than 50 percent of all pretax  earnings of the  Company  (before  dividing  with
Pro-Fac).  In years in which the  Company  has losses on Pro-Fac  Products,  the
Company  reduces the CMV it would otherwise pay to Pro-Fac by 90 percent of such
losses,  but in no case by more  than 50  percent  of all  pretax  losses of the
Company (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. For fiscal years 2001 and 2000, such additional
patronage  income  amounted  to $0.7  million and $12.3  million,  respectively.
During  fiscal  1999,  there  was no  additional  patronage  income.  Under  the
Agreement, Pro-Fac is required to reinvest at least 70 percent of the additional
Patronage income in Agrilink Foods.  Since Pro-Fac's  acquisition of Agrilink in
1994, Pro-Fac has invested an additional $39.0 million in the Company.

In the first  quarter of fiscal 1999,  the Company  reclassified  a $9.4 million
demand receivable due from Pro-Fac  reflecting the conversion of such receivable
to a  non-interest  bearing,  long-term  obligation  due from  Pro-Fac  having a
10-year maturity.

NOTE 3. ACQUISITIONS AND DISPOSALS

Fiscal 2000 -

Sale of Pickle Business:  On June 23, 2000, the Company sold its pickle business
based in Tacoma,  Washington to Dean Pickle and Specialty Products Company. This
business included pickle,  pepper,  and relish products sold primarily under the
Nalley and Farman's brand names. The Company received  proceeds of approximately
$10.3  million  which were  applied  to bank  loans,  $4.0  million of which was
applied to the Term Loan  Facility  and $6.3 million of which was applied to the
Company's  Revolving Credit Facility.  A gain of approximately  $4.3 million was
recognized on this transaction.

On July 21,  2000,  the Company sold the  machinery  and  equipment  utilized in
production  of pickles and other  related  products to Dean Pickle and Specialty
Products.  No significant gain or loss was recognized on this  transaction.  The
Company received  proceeds of  approximately  $5.0 million which were applied to
bank loans, $3.2 million of which was applied to the Term Loan Facility and $1.8
million of which was applied to the Revolving Credit Facility.

This  transaction  did not include any other products  carrying the Nalley brand
name,  including prepared canned meal products.  Agrilink Foods will continue to
contract  pack Nalley and  Farman's  pickle  products for a period of two years,
beginning June 23, 2000, at the existing Tacoma  processing plant which Agrilink
Foods will operate.

Under a related  agreement,  the Cooperative  will supply raw cucumbers grown in
the  Northwestern  United  States to Dean Pickle and  Specialty  Products  for a
minimum 10-year period at market pricing.
<PAGE>
Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company  completed the sale of Agrilink  Foods' Midwest private label canned
vegetable  business  to  Seneca  Foods.  Included  in this  transaction  was the
Arlington,  Minnesota  facility.  The Company received proceeds of approximately
$42.4 million which were applied to borrowings  outstanding  under the Company's
Revolving Credit Facility. In addition,  Seneca Foods issued to Agrilink Foods a
$5.0 million unsecured  subordinated  promissory note due February 8, 2009. This
transaction  did not include the Company's  retail  branded  canned  vegetables,
Veg-All  and  Freshlike.  No  significant  gain or loss was  recognized  on this
transaction.

On  December  17,  1999,  Agrilink  Foods  completed  the sale of the  Company's
Cambria,  Wisconsin  processing  facility  to Del Monte.  The  Company  received
proceeds of  approximately  $10.5 million which were applied to bank loans ($6.0
million of which was applied to the Term Loan Facility and $4.5 million of which
was applied to the Company's Revolving Credit Facility). A gain of approximately
$2.3  million was  recognized  on this  transaction.  The sale also  included an
agreement  for Del Monte to produce a portion of Agrilink  Foods'  product needs
during the 2000 packing season.

Fiscal 1999 -

Sale of Adams Brand Peanut Butter  Operations:  On January 29, 1999, the Company
sold the Adams brand peanut butter  operations to the J.M. Smucker Company.  The
Company received  proceeds of approximately  $13.5 million which were applied to
outstanding bank loans. A gain of  approximately  $3.5 million was recognized on
this transaction.

Acquisition of Erin's Gourmet Popcorn:  On January 5, 1999, the Company acquired
the assets of Erin's Gourmet Popcorn ("Erin's"),  a Seattle-based,  ready-to-eat
popcorn  manufacturer.  The  acquisition  was accounted  for as a purchase.  The
purchase price was approximately $0.6 million. Intangibles of approximately $0.6
million  were  recorded  in  conjunction  with  this  transaction  and are being
amortized over 3 to 30 years.  The operations  from Erin's have been included in
the Company's statement of operations since the acquisition date.

The effects of the Erin's  acquisition are not material,  and accordingly,  have
been excluded from the pro forma information presented below.

Acquisition of Dean Foods  Vegetable  Company:  On September 24, 1998,  Agrilink
Foods acquired the Dean Foods Vegetable Company ("DFVC"),  the frozen and canned
vegetable  business of Dean Foods Company ("Dean  Foods"),  by acquiring all the
outstanding  capital  stock of Dean  Foods  Vegetable  Company  and Birds Eye de
Mexico  SA  de  CV  (the  "DFVC  Acquisition").  In  connection  with  the  DFVC
Acquisition,  Agrilink Foods sold its aseptic  business to Dean Foods.  Agrilink
Foods paid $360 million in cash,  net of the sale of the aseptic  business,  and
issued to Dean Foods a $30 million  unsecured  subordinated  promissory note due
November  22,  2008  (the  "Dean  Foods   Subordinated   Promissory  Note"),  as
consideration for the DFVC Acquisition. This note was subsequently sold to Great
Lakes Kraut  Company,  a joint  venture of the Company,  in December  2000.  The
Company had the right,  exercisable  until July 15, 1999, to require Dean Foods,
jointly with the Company, to treat the DFVC Acquisition as an asset sale for tax
purposes  under Section  338(h)(10)  of the Internal  Revenue Code. On April 15,
1999, the Company paid $13.2 million to Dean Foods and exercised the election.

After the DFVC Acquisition,  DFVC was merged into the Company. DFVC had been one
of the  leading  processors  of  vegetables  in the United  States,  selling its
products under well-known brand names, such as Birds Eye, Freshlike and Veg-All,
and various  private  labels.  The Company  believes  that the DFVC  Acquisition
strengthened  its competitive  position by: (i) enhancing its brand  recognition
and market position, (ii) providing opportunities for cost savings and operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated with the DFVC Acquisition is being amortized over 30 years.

The following  unaudited pro forma financial  information  presents a summary of
consolidated results of operations of the Company and DFVC as if the acquisition
had occurred at the beginning of the 1999 fiscal year.

(Dollars in Millions)
                                                       Fiscal Year Ended
                                                        June 26, 1999
                                                       ------------------

Net sales                                                  $ 1,307.6
Income before extraordinary items                          $    23.4
Net income                                                 $     7.0
<PAGE>
These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

Concurrently  with the DFVC  Acquisition,  Agrilink  Foods  refinanced  its then
existing  indebtedness (the "Refinancing"),  including its 12 1/4 percent Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998, Agrilink Foods commenced a tender offer (the "Tender Offer")
for all the Old Notes and consent  solicitation to certain  amendments under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink Foods for aggregate  consideration  of  approximately  $184 million,
including  accrued interest of $2.9 million.  Agrilink Foods also terminated its
then existing bank facility  (including  seasonal  borrowings) and repaid $176.5
million,  excluding interest owed and breakage fees outstanding thereunder.  The
Company  recognized an extraordinary  item of $16.4 million (net of income taxes
and after dividing with Pro-Fac) in the first quarter of fiscal 1999 relating to
this refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related  fees and  expenses,  Agrilink  Foods:  (i)  entered  into a new  credit
facility  (the "New Credit  Facility")  providing  for $455 million of term loan
borrowings (the "Term Loan Facility") and up to $200 million of revolving credit
borrowings (the "Revolving Credit Facility"),  (ii) entered into and drew upon a
$200 million  bridge loan facility (the "Bridge  Facility") and (iii) issued the
$30  million  Subordinated   Promissory  Note  to  Dean  Foods  (this  note  was
subsequently  sold to Great Lakes  Kraut  Company,  a joint  venture of Agrilink
Foods, in December 2000). The Bridge Facility was repaid during November of 1998
principally with the proceeds from a new Senior Subordinated Note Offering.  See
NOTE 8 - "Debt - Senior  Subordinated  Notes  11-7/8  Percent  (due 2008)." Debt
issue costs of $5.5 million  associated  with the Bridge  Facility were expensed
during the quarter ended December 26, 1998.

Acquisition of J.A. Hopay  Distributing  Co, Inc.:  Effective July 21, 1998, the
Company  acquired J.A.  Hopay  Distributing  Co., Inc.  ("Hopay") of Pittsburgh,
Pennsylvania.  Hopay distributed snack products for Snyder of Berlin, one of the
Company's  businesses  included within its snack foods unit. The acquisition was
accounted for as a purchase. The purchase price (net of liabilities assumed) was
approximately  $2.3  million.  Intangibles  of  approximately  $3.3 million were
recorded in conjunction  with this transaction and are being amortized over 5 to
30 years.

The effects of the Hopay  acquisition  are not material and,  accordingly,  have
been excluded from the above pro forma  presentation.  The operations from Hopay
have  been  included  in  the  Company's   statement  of  operations  since  the
acquisition date.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                                            June 30,          June 24,
                                              2001              2000
                                         -------------       ----------

Finished goods                             $  279,991        $  250,112
Raw materials and supplies                     33,865            45,185
                                           ----------        ----------
     Total inventories                     $  313,856        $  295,297
                                           ==========        ==========

On February 16, 2001, the Company completed the purchase of the frozen vegetable
inventory  of PF  Acquisition  II,  Inc.,  a former  subsidiary  of Pro-Fac that
conducted   business  under  the  name  of  AgriFrozen   Foods   ("AgriFrozen").
AgriFrozen's lender sold the inventory to the Company pursuant to a private sale
under the Uniform Commercial Code after AgriFrozen  voluntarily  surrendered the
inventory  to the lender.  The purchase  price was $31.6  million of which $10.0
million was paid to the lender on April 1, 2001,  and the remaining  balance was
paid on August 1, 2001.  The $21.6  million is included  in accounts  payable at
June 30, 2001. In addition,  under a related  agreement  between the Company and
AgriFrozen,   the  Company  funded  certain  operating  costs  and  expenses  of
AgriFrozen,  primarily  in storing and  converting  the  purchased  inventory to
finished goods,  during a transition  period which ended on June 30, 2001. Total
expenses were estimated to be approximately $7.1 million,  of which $6.0 million
has been  funded as of June 30,  2001.  This  funding is net of the  proceeds of
available  receivables not pledged to the lender.  The Company  incurred fees of
approximately  $0.8  million  related to this  transaction  which were  expensed
during the second half of fiscal 2001.
<PAGE>
NOTE 5. INVESTMENT IN JOINT VENTURE

Formation  of  Sauerkraut  Company:  On July 1, 1997,  the Company and  Flanagan
Brothers, Inc. of Bear Creek, Wisconsin contributed all their assets involved in
sauerkraut production to form a new sauerkraut company. This new company,  Great
Lakes Kraut Company,  LLC, operates as a New York limited liability company with
ownership and earnings  divided  equally  between the two  companies.  The joint
venture is  accounted  for using the  equity  method of  accounting.  Summarized
financial information of Great Lakes Kraut Company, LLC is as follows:

Condensed Statement of Earnings
(Dollars in Thousands)

                                            Fiscal Years Ended
                             June 30, 2001     June 24, 2000    June 26, 1999

Net sales                      $   30,688        $   36,126       $   33,335
Gross profit                   $    6,744        $    9,150       $    9,392
Operating income               $    3,105        $    5,488       $    6,267
Net income                     $    3,559        $    4,836       $    5,575

Condensed Balance Sheet
(Dollars in Thousands)

                              June 30, 2001     June 24, 2000

Current assets                  $  13,050         $  12,464
Noncurrent assets               $  33,158         $  22,081
Current liabilities             $  12,763         $  13,158
Noncurrent liabilities          $  15,049         $   4,579

On December 1, 2000,  Great Lakes Kraut Company,  LLC purchased the Subordinated
Promissory  Note  issued by the  Company to Dean Foods in  conjunction  with the
acquisition of Dean Foods Vegetable Company. Great Lakes Kraut Company, LLC paid
$10  million  for the  Subordinated  Promissory  Note  with  proceeds  from bank
financing.

NOTE 6. PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS

The  following  is a summary  of  property,  plant  and  equipment  and  related
obligations at June 30, 2001 and June 24, 2000:

<TABLE>
<CAPTION>
(Dollars in Thousands)

                                                    June 30, 2001                                  June 24, 2000
                                       ---------------------------------------      -------------------------------------------
                                         Owned         Leased                         Owned           Leased
                                         Assets        Assets           Total         Assets          Assets            Total
                                       -----------   -----------     ------------   -----------     -----------      ----------

<S>                                    <C>           <C>             <C>            <C>             <C>              <C>
Land                                   $   14,019    $       0       $  14,019      $   14,143      $       0        $   14,143
Land improvements                           7,627            0           7,627           7,297              0             7,297
Buildings                                 108,991          395         109,386         108,055            395           108,450
Machinery and equipment                   300,741        1,115         301,856         287,532            936           288,468
Construction in progress                   12,249            0          12,249          13,228              0            13,228
                                       ----------    ---------       ---------      ----------      ---------        ----------
                                          443,627        1,510         445,137         430,255          1,331           431,586
Less accumulated depreciation            (138,922)        (684)       (139,606)       (112,888)          (704)         (113,592)
                                       ----------    ---------       ---------      ----------      ---------        ----------
Net                                    $  304,705    $     826       $ 305,531      $  317,367      $     627        $  317,994
                                       ==========    =========       =========      ==========      =========        ==========

Obligations under capital leases1                    $     887                                      $     738
Less current portion                                      (316)                                          (218)
                                                     ---------                                      ---------
Long-term portion                                    $     571                                      $     520
                                                     =========                                      =========

<FN>
1    Represents  the present value of net minimum lease  payments  calculated at
     the Company's  incremental  borrowing  rate at the inception of the leases,
     which ranged from 6.3 percent to 9.8 percent.
</FN>
</TABLE>
<PAGE>
Interest capitalized in conjunction with construction amounted to approximately
$0.6 million, $0.7 million, and $0.3 million in fiscal 2001, 2000, and 1999,
respectively.

The following is a schedule of future minimum lease payments together with the
present value of the minimum lease payments related to capitalized leases, both
as of June 30, 2001:

(Dollars in Thousands)

Fiscal Year Ending Last                    Capital    Operating     Total Future
   Saturday In June                        Leases       Leases       Commitment
------------------------                   -------    ----------     ----------

       2002                                    400        5,422           5,822
       2003                                    325        3,984           4,309
       2004                                    193        2,974           3,167
       2005                                     89        2,258           2,347
       2006                                     35        1,249           1,284
   Later years                                   0        2,309           2,309
                                           -------    ---------       ---------
Net minimum lease payments                   1,042    $  18,196       $  19,238
                                                      =========       =========
Less amount representing interest             (155)
                                           -------
Present value of minimum lease payments    $   887
                                           =======

Total rent expense related to operating leases (including lease  arrangements of
less than one year which are not  included in the  previous  table)  amounted to
$13.9 million, $13.6 million, and $13.6 million for fiscal years 2001, 2000, and
1999, respectively.

NOTE 7. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On June 25, 2000, the Company  adopted SFAS No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activities."  SFAS No. 133 requires the recognition of
all  derivative  financial  instruments  as either assets or  liabilities in the
balance sheet and measurement of those instruments at fair value. Changes in the
fair  values  of  those  derivatives  will be  reported  in  earnings  or  other
comprehensive  income  depending  on the use of the  derivative  and  whether it
qualifies for hedge  accounting.  The accounting for gains and losses associated
with  changes  in  the  fair  value  of a  derivative  and  the  effect  on  the
consolidated  financial  statements  will  depend on its hedge  designation  and
whether the hedge is highly  effective  in achieving  offsetting  changes in the
fair value or cash flow of the asset or liability  hedged.  Under the provisions
of SFAS No. 133, the method that will be used for assessing the effectiveness of
a hedging  derivative,  as well as the measurement  approach for determining the
ineffective  aspects of the hedge,  must be  established at the inception of the
hedge.

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.

The adoption of SFAS No. 133 did not materially  affect the Company's results of
operations or financial position.

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany sales. At June 30, 2001, the Company
had cash flow hedges for the Mexican peso with maturity  dates ranging from July
2001 to May 2002 for 124 million pesos.

At June 30, 2001,  the fair value of the open contracts was an after-tax gain of
approximately $0.6 million recorded in accumulated other comprehensive income in
shareholder's equity. Amounts deferred to accumulated other comprehensive income
will be reclassified  into cost of goods sold. For the year ended June 30, 2001,
approximately $0.3 million has been reclassified from other comprehensive income
to cost of goods sold. Hedge ineffectiveness was insignificant.

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designated soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001.  These contracts were either sold or expired during fiscal 2001 and a loss
of $0.2 million recorded in cost of goods sold.
<PAGE>
The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designated a swap agreement as a cash flow hedge of its forecasted flour
purchases.  The Company maintained flour contracts that hedged  approximately 59
percent of its planned  flour  requirements  during  fiscal 2001.  The contracts
expired during fiscal 2001, and an immaterial loss was recorded in cost of goods
sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designated a swap agreement as a cash flow hedge
of its forecasted  corrugated  purchases.  The Company hedged  approximately  80
percent of its planned corrugated requirements. This agreement had no fair value
and expired on June 30, 2001.

Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable  rate  instruments.  The Company  entered into two  interest  rate swap
contracts  under which the Company  agrees to pay an amount equal to a specified
fixed rate of  interest  times a notional  principal  amount,  and to receive in
return an amount equal to a specified  variable rate of interest  times the same
notional  principal  amount.  The  notional  amounts  of the  contract  are  not
exchanged and no other cash payments are made.  Two interest rate swap contracts
were entered into with a major financial institution in order to minimize credit
risk.

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  London Interbank Offered Rate ("LIBOR") of 4.85 percent as of June
30, 2001) on $150 million  notional  amount of  indebtedness.  The Company had a
second  interest  rate  swap  contract  to pay a fixed  rate of  interest  (5.32
percent)  and  receive a variable  rate of interest  (three-month  LIBOR of 4.85
percent as of June 30, 2001) on $100 million  notional  amount of  indebtedness.
Approximately  61  percent of the  underlying  debt is being  hedged  with these
interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
The  fair  value  of  the  cash  flow  hedge  is  generally  deferred  to  other
comprehensive  income and  reclassified to interest expense over the life of the
swap  contracts.  However,  to the extent  that any of these  contracts  are not
considered  effective  in  offsetting  the  change in the value of the  interest
payments  being hedged,  any changes in fair value  relating to the  ineffective
portion of these  contracts are  immediately  recognized in income.  At June 30,
2001, these interest rate swap contracts were not considered effective,  and the
fair  value of the  contracts  was an  after-tax  loss of $0.4  million  and was
reported in earnings.

NOTE 8. DEBT

The following is a summary of long-term debt outstanding:

(Dollars in Thousands)

                                                   June 30,        June 24,
                                                     2001            2000
                                                  ----------     ----------

Term Loan Facility                                $  411,600     $  428,300
Senior Subordinated Notes                            200,015        200,015
Subordinated Promissory Note (net of discount)        29,660         26,144
Other                                                  5,452          6,836
                                                  ----------     ----------
Total debt                                           646,727        661,295
Less current portion                                 (15,599)       (16,583)
                                                  ----------     -----------
Total long-term debt                              $  631,128     $  644,712
                                                  ==========     ==========

Credit  Facility  (Bank Debt):  In  connection  with the DFVC  Acquisition,  the
Company entered into a Credit Facility with Harris Bank as Administrative  Agent
and Bank of Montreal as  Syndication  Agent,  and the  lenders  thereunder.  The
Credit Facility  consists of a $200 million Revolving Credit Facility and a $455
million Term Loan  Facility.  The Term Loan  Facility is comprised of the Term A
Facility,  which has a maturity of five years, the Term B Facility,  which has a
maturity of six years,  and the Term C  Facility,  which has a maturity of seven
years.  The Revolving Credit Facility has a maturity of five years. All previous
bank debt was repaid in conjunction with the execution of the Credit Facility.

The  Credit  Facility  bears  interest,   at  the  Company's   option,   at  the
Administrative  Agent's  alternate  base  rate or  LIBOR  plus,  in  each  case,
applicable  margins of: (i) in the case of alternate  base rate loans,  (x) 1.25
percent for loans under the Revolving  Credit  Facility and the Term A Facility,
(y) 3.00  percent for loans under the Term B Facility  and (z) 3.25  percent for
loans under the Term C Facility
<PAGE>
and (ii) in the case of LIBOR  loans,  (x) 3.00  percent  for  loans  under  the
Revolving  Credit  Facility and the Term A Facility,  (y) 4.00 percent for loans
under  the Term B  Facility  and (z) 4.25  percent  for  loans  under the Term C
Facility.  The  Administrative  Agent's  "alternate base rate" is defined as the
greater of: (i) the prime  commercial  rate as announced  by the  Administrative
Agent or (ii) the  Federal  Funds  rate  plus  0.50  percent.  The  fiscal  2001
weighted-average  rate of interest applicable to the Term Loan Facility was 9.97
percent. In addition,  the Company pays a commitment fee calculated at a rate of
0.50  percent  per  annum on the  daily  average  unused  commitment  under  the
Revolving Credit Facility.

Utilizing outstanding balances at June 30, 2001, the Term Loan Facility is
subject to the following amortization schedule:

(Dollars in Millions)

Fiscal Year     Term Loan A      Term Loan B       Term Loan C        Total
-----------     -----------      -----------       -----------        -----

    2002          $  10.0          $   0.4           $    0.4        $  10.8
    2003             10.0              0.4                0.4           10.8
    2004              6.4              0.4                0.4            7.2
    2005              0.0            189.0                0.4          189.4
    2006              0.0              0.0              193.4          193.4
                  -------          -------           --------        -------
                  $  26.4          $ 190.2           $  195.0        $ 411.6
                  =======          =======           ========        =======

The Term  Loan  Facility  is  subject  to  mandatory  prepayment  under  various
scenarios as defined in the Credit Facility.  During fiscal 2001, Agrilink Foods
made  mandatory  prepayments  of $3.2 million  from  proceeds of the sale of the
Cambria  facility and the pickle  machinery and equipment.  In addition,  during
fiscal  2001,  principal  payments of $13.5  million  were made on the Term Loan
Facilities.

The Company's  obligations  under the Credit  Facility are  collateralized  by a
first-priority lien on: (i) substantially all existing or after-acquired assets,
tangible or intangible,  (ii) the capital stock of certain of Pro-Fac's  current
and future  subsidiaries  (excluding  AgriFrozen,  Inc., a former  subsidiary of
Pro-Fac),  and (iii) all of the Company's  rights under the agreement to acquire
DFVC  (principally   indemnification  rights)  and  the  Pro-Fac  Marketing  and
Facilitation Agreement.  The Company's obligations under the Credit Facility are
guaranteed  by Pro-Fac  and  certain of the  Company's  subsidiaries  (excluding
AgriFrozen Foods, Inc.).

The  Credit  Facility  contains  customary  covenants  and  restrictions  on the
Company's 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
dividend and other  distributions.  The Credit Facility also contains  financial
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. Under the Credit Agreement, the assets,  liabilities,
and results of operations of AgriFrozen,  a former  subsidiary of Pro-Fac,  were
not  consolidated  with Pro-Fac for purposes of determining  compliance with the
covenants.  In  August  2001,  September  2000  and  August  1999,  the  Company
negotiated  amendments  to the original  covenants.  In  conjunction  with these
amendments,  the Company  incurred  fees of  approximately  $1.5  million,  $1.7
million, and $2.6 million, respectively. These fees are being amortized over the
remaining  life of the  Credit  Facility.  Agrilink  is in  compliance  with all
covenants, restrictions, and requirements under the terms of the Credit Facility
as amended.

The August 2001  amendment  imposes  contingent  fees and possible  increases in
interest  rates  under the Credit  Facility  based in part on the ability of the
Company to raise  equity,  and  deleverage  its  balance  sheet  within  certain
timeframes.  To this end, the Company has engaged a financial  advisor to assist
it in raising a minimum of $100 million through a private placement of an as yet
unspecified  class of securities of the Company.  The amount of such  contingent
fees is also  impacted by EBITDA which the Company  achieves for its fiscal year
ending in June 2002.

Senior  Subordinated  Notes - 11-7/8  Percent  (due  2008):  To  extinguish  the
Subordinated Bridge Facility,  the Company issued Senior Subordinated Notes (the
"Notes")  for $200  million  aggregate  principal  amount due  November 1, 2008.
Interest  on the Notes  accrues at the rate of 11-7/8  percent  per annum and is
payable semiannually in arrears on May 1 and November 1.

The Notes represent general unsecured  obligations of the Company,  subordinated
in right of payment to certain other debt obligations of the Company  (including
the Company's  obligations under the Credit Facility).  The Notes are guaranteed
by Pro-Fac and certain of the Company's subsidiaries.
<PAGE>
The Notes contain customary  covenants and restrictions on the Company's ability
to engage in certain activities,  including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends  and  other  distributions.  The  Company  is in  compliance  with all
covenants, restrictions, and requirements under the Notes.

Subordinated  Bridge  Facility:  To complete the DFVC  Acquisition,  the Company
entered into a  Subordinated  Bridge  Facility (the "Bridge  Facility").  During
November  1998,  the net  proceeds  from the sale of the  Notes,  together  with
borrowings  under  the  Revolving  Credit  Facility,  were used to repay all the
indebtedness  outstanding  ($200 million plus accrued interest) under the Bridge
Facility.  The  outstanding  indebtedness  under  the  Bridge  Facility  accrued
interest at an approximate rate per annum of 10 1/2 percent. Debt issuance costs
associated with the Bridge Facility of $5.5 million were fully amortized  during
the second quarter of fiscal 1999.

Subordinated Promissory Note: As partial consideration for the DFVC Acquisition,
the Company issued to Dean Foods a Subordinated  Promissory Note for $30 million
aggregate  principal amount due November 22, 2008.  Interest on the Subordinated
Promissory Note is accrued quarterly in arrears commencing December 31, 1998, at
a rate per annum of 5  percent  until  November  22,  2003,  and at a rate of 10
percent thereafter. As the rates on the Note are below market value, the Company
has imputed the  appropriate  discount  utilizing an effective  interest rate of
11-7/8 percent.  Interest  accruing  through November 22, 2003 is required to be
paid in kind  through the  issuance by the  Company of  additional  subordinated
promissory  notes  identical to the  Subordinated  Promissory  Note. The Company
satisfied  this  requirement  in  fiscal  2001  through  the  issuance  of  five
additional  promissory  notes  each for  approximately  $0.4  million.  Interest
accruing after November 22, 2003 is payable in cash. The Subordinated Promissory
Note may be prepaid at the Company's option without premium or penalty.

The Subordinated  Promissory Note is expressly  subordinate to the Notes and the
Credit Facility and contains no financial covenants. The Subordinated Promissory
Note is guaranteed by Pro-Fac.

On December 1, 2000, Dean Foods sold the  Subordinated  Promissory Note to Great
Lakes Kraut  Company,  LLC, a joint  venture  between  the Company and  Flanagan
Brothers, Inc. This sale did not affect the terms of the note.

Senior  Subordinated  Notes  - 12  1/4  Percent  (due  2005,  "Old  Notes"):  In
conjunction  with the DFVC  Acquisition,  the Company  repurchased  $159,985,000
principal  amount of its Old Notes,  of which $160 million  aggregate  principal
amount was  previously  outstanding.  The Company paid a total of  approximately
$184 million to repurchase the Old Notes,  including interest accrued thereon of
$2.9  million.  Holders who  tendered  consented  to certain  amendments  to the
indenture relating to the Old Notes,  which eliminated or amended  substantially
all the  restrictive  covenants and certain events of default  contained in such
indenture.  The Company may  repurchase the remaining Old Notes in the future in
open market transactions, privately negotiated purchases or otherwise.

Revolving Credit Facility (Notes Payable): Borrowings under short-term Revolving
Credit Facilities were as follows:

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                          Fiscal Years Ended
                                                  ------------------------------------------------
                                                  June 30,2001     June 24, 2000     June 26, 1999
                                                  ------------     -------------     -------------
<S>                                                 <C>              <C>               <C>
Balance at end of period                            $        0       $   5,700         $  18,900
Rate at fiscal year end                                    0.0%          9.375%              8.2%
Maximum outstanding during the period               $  121,000       $ 156,100         $ 116,200
Average amount outstanding during the period        $   76,900       $  90,800         $  76,700
Weighted average interest rate during the period           9.2%            8.5%              7.8%
</TABLE>

Agrilink Foods also maintains a Letter of Credit Facility which provides for the
issuance of letters of credit through September 2001. As of June 30, 2001, there
were $13.4  million in letters  of credit  outstanding.  Management  anticipates
timely renewals of the Letter of Credit facilities.

Fair  Value:  The  estimated  fair  value  of  long-term  debt  outstanding  was
approximately  $629.3  million and $615.5  million at June 30, 2001 and June 24,
2000, respectively. The fair value for long-term debt was estimated using either
quoted market prices for the same or similar issues or the current rates offered
to the Company for debt with similar maturities.

<PAGE>
Other Debt:  Other debt of $5.5 million  carries rates up to 8.2 percent at June
30, 2001.

Maturities:  Total long-term debt maturities during each of the next five fiscal
years are as follows:  2002,  $15.6 million;  2003,  $11.1 million;  2004,  $7.5
million; 2005, $189.4 million; and 2006, $193.4 million.  Provisions of the Term
Loan  require  annual  payments on the last day of each  September  of each year
(commencing  September  30,  1999) of an amount equal to the "annual cash sweep"
(equivalent to  approximately 75 percent of net income adjusted for certain cash
and non-cash  items) for the preceding  fiscal year. As of June 30, 2001,  there
was no  obligation  under this  provision.  Provisions of the Term Loan Facility
also require that cash  proceeds  from the sale of  businesses be applied to the
Term Loan Facility.

NOTE 9. TAXES ON INCOME

Taxes on income before extraordinary item include the following:

(Dollars in Thousands)
                                      Fiscal Years Ended
                       ------------------------------------------------
                       June 30, 2001   June 24, 2000      June 26, 1999
                       -------------   -------------      -------------
Federal -
  Current                $ (2,977)         $(2,886)         $ 13,012
  Deferred                  3,118            8,098             8,765
                         --------          -------          --------
                              141            5,212            21,777
                         --------          -------          --------
State and foreign -
  Current                     173             (210)            2,016
  Deferred                    346              902               977
                         --------          -------          --------
                              519              692             2,993
                         --------          -------          --------
                         $    660          $ 5,904          $ 24,770
                         ========          =======          ========

A reconciliation  of the Company's  effective tax rate to the amount computed by
applying the federal  income tax rate to income  before taxes and  extraordinary
item is as follows:
<TABLE>
                                                                                   Fiscal Years Ended
                                                                  -----------------------------------------------------
                                                                  June 30, 2001       June 24, 2000       June 26, 1999
                                                                  -------------       -------------       -------------

<S>                                                                    <C>                 <C>               <C>
Statutory federal rate                                                 35.0%               35.0%             35.0%
State and foreign income taxes, net of federal income tax benefit     (60.7)%               5.6%              3.5%
Goodwill amortization                                                 101.4%               10.3%              5.9%
Meals and entertainment                                                24.4%                1.6%              0.6%
Dividend received reduction                                            (4.9)%              (0.3)%            (0.4)%
Other, net                                                             (4.9)%              (4.3)%            (2.0)%
                                                                      -----                ----              ----

Effective Tax Rate                                                     90.3%               47.9%             42.6%
                                                                      =====                ====              ====
</TABLE>

The deferred tax (liabilities)/assets consist of the following:

(Dollars in Thousands)

                                                 June 30, 2001   June 24, 2000
                                                 -------------   -------------
Liabilities
   Depreciation                                   $  (42,473)     $ (39,101)
   Goodwill and other intangible assets               (6,832)        (5,796)
   Prepaid manufacturing expense                      (8,724)        (7,895)
   Investment in Great Lakes Kraut Company, LLC       (1,555)        (1,727)
   Discount on Subordinated Promissory Notes          (2,180)        (2,415)
                                                  ----------      ---------
     Total deferred tax liabilities                  (61,764)       (56,934)
                                                  ----------      ---------
Assets
   Inventories                                         9,770         11,190
   Credits and operating loss carryforwards           15,026          7,515
   Insurance accruals                                  2,921          3,259
   Pension/OPEB accruals                              10,883         10,752
   Other                                               4,881          9,260
                                                  ----------      ---------
     Total deferred tax assets                        43,481         41,976
                                                  ----------      ---------
   Net deferred tax liabilities                      (18,283)       (14,958)
   Valuation allowance                                (5,891)        (5,752)
                                                  ----------      ---------
     Total                                        $  (24,174)     $ (20,710)
                                                  ==========-     =========

Realization  of deferred tax assets is dependent  upon the  generation of future
taxable  income  or the  existence  of  sufficient  taxable  income  within  the
carryforward  period.  A valuation  allowance is provided when it is more likely
than not that some portion of the  deferred tax assets will not be realized.  In
assessing the need for a valuation allowance, management considers the scheduled
reversal  of the  deferred  tax  liabilities,  the level of  historical  taxable
income,  and the projected  future  taxable income over the periods in which the
temporary differences comprising the deferred tax assets will be deductible.

During fiscal 2001, the Company recorded a valuation  allowance in the amount of
$0.1 million.  The valuation allowance was established for foreign net operating
losses and state tax credits  generated  during the fiscal year.  During  fiscal
2000, the Company recorded a valuation  allowance in the amount of $4.3 million.
This  valuation  allowance  was  primarily  established  for state net operating
losses and credits  generated during the year. As the Company cannot assure that
realization  of the  credits  is more  likely  than not to  occur,  a  valuation
allowance has been established.

During fiscal year 1999, the Company  utilized the $5.5 million of net operating
loss  carryforwards  ($1.9 million of tax). The benefits for these net operating
losses had been recorded in previous years.

In January 1995, the Boards of Directors of Agrilink Foods and Pro-Fac  approved
appropriate  amendments to the Bylaws of Agrilink  Foods to allow the Company to
qualify as a  cooperative  under  Subchapter T of the Internal  Revenue Code. In
August 1995,  Agrilink  Foods and Pro-Fac  received a favorable  ruling from the
Internal  Revenue  Service  approving the change in tax treatment  effective for
fiscal  1996.  Subsequent  to this date,  a  consolidated  return has been filed
incorporating  Agrilink Foods and Pro-Fac.  Tax expense is allocated to Agrilink
Foods based on its operations.

NOTE 10. PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS

Pensions:  The  Company  has  primarily  noncontributory  defined-benefit  plans
covering  substantially  all  employees.  The benefits for these plans are based
primarily on years of service and employees' pay near retirement.  The Company's
funding policy is consistent  with the funding  requirements  of Federal law and
regulations.  Plan assets consist principally of common stocks,  corporate bonds
and  US  government   obligations.   For  purposes  of  this   disclosure,   all
defined-benefit pension plans have been combined.

The Company also  participates in several union  sponsored  pension plans. It is
not  possible to  determine  the  Company's  relative  share of the  accumulated
benefit obligations or net assets for these plans.  Contributions to these plans
are paid when incurred and billed by the sponsoring union or plan.
<PAGE>
The  following  table sets forth the  changes  in the plans'  projected  benefit
obligation  and plan assets and the plans' funded status and amounts  recognized
in the Company's financial statements at June 30, 2001 and June 24, 2000.

<TABLE>
<CAPTION>
(Dollars in Thousands)

                                                                                       Pension Benefits
                                                                          ------------------------------------------
                                                                                      Fiscal Years Ended
                                                                          ------------------------------------------
                                                                          June 30,2001               June 24, 2000
                                                                          ------------               -------------
<S>                                                                        <C>                          <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                               $  101,695                   $  110,833
   Service cost                                                                 4,907                        6,520
   Interest cost                                                                7,729                        7,592
   Plan participants' contributions                                               125                          160
   Plan amendments                                                                  0                        2,296
   Actuarial gain                                                              (3,122)                     (16,122)
   Benefits paid                                                               (6,317)                      (9,584)
                                                                           ----------                   ----------
     Benefit obligation at end of period                                      105,017                      101,695
                                                                           ----------                   ----------

Change in plan assets:
   Fair value of plan assets at beginning of period                           111,956                      108,183
   Actual (loss)/return on plan assets                                        (11,025)                      12,941
   Employer contribution                                                          281                          256
   Plan participants' contributions                                               125                          160
   Benefits paid                                                               (6,317)                      (9,584)
                                                                           ----------                   ----------
     Fair value of plan assets at end of period                                95,020                      111,956
                                                                           ----------                   ----------

Plan funded status                                                             (9,997)                      10,261
   Unrecognized prior service cost                                              1,987                        2,181
   Unrecognized actuarial gain                                                 (9,081)                     (29,217)
                                                                           ----------                   ----------
     Accrued benefit liability net of additional minimum pension liability $  (17,091)                  $  (16,775)
                                                                           ==========                   ==========

Amounts recognized in the statement of financial position:
   Accrued benefit liability                                               $  (17,664)                  $  (17,300)
   Accumulated other comprehensive income - minimum pension liability             573                          525
                                                                           ----------                   ----------
     Net amount recognized                                                 $  (17,091)                  $  (16,775)
                                                                           ==========                   ==========

Weighted-average assumptions:
   Discount rate                                                                  7.8%                        8.0%
   Expected return on plan assets                                                 9.5%                        9.5%
   Rate of compensation increase                                              4.5/3.0%                        4.5%
</TABLE>

Net periodic benefit cost in fiscal years 2001, 2000 and 1999 is comprised of
the following:
<TABLE>

                                                                                  Pension Benefits
                                                                  --------------------------------------------------
                                                                                 Fiscal Years Ended
                                                                  --------------------------------------------------
                                                                  June 30, 2001     June 24, 2000      June 26, 1999
                                                                  -------------     -------------      -------------

<S>                                                                   <C>              <C>               <C>
Components of net periodic benefit cost:
   Service cost                                                       $ 4,907          $  6,520          $ 4,727
   Interest cost                                                        7,729             7,592            6,953
   Expected return on plan assets                                     (10,424)          (10,604)         (10,528)
   Amortization of prior service cost                                     193               (16)             (15)
   Amortization of gain                                                (1,810)              (51)            (741)
                                                                      -------          --------          -------
Net periodic benefit cost - Company plans                                 595             3,441              396
Net periodic benefit cost - union plans                                   819               762              876
                                                                      -------          --------          -------
Total periodic benefit cost                                           $ 1,414          $  4,203          $ 1,272
                                                                      =======          ========          =======
</TABLE>
<PAGE>
The Company maintains a non-tax qualified Supplemental Executive Retirement Plan
("SERP") which provides  additional  retirement benefits to two prior executives
of the Company who retired  prior to  November 4, 1994.  In December  2000,  the
Company adopted an additional SERP to provide additional retirements benefits to
a current executive officer of the Company.

The Company maintains an Excess Benefit  Retirement Plan which serves to provide
employees  with the same  retirement  benefit they would have  received from the
Company's  retirement  plan under the career  average base pay formula,  but for
changes required under the 1986 Tax Reform Act and the  compensation  limitation
under Section 401(a)(17) of the Internal Revenue Code having been revised in the
1992 Omnibus Budget Reform Act. This benefit plan was amended in December 2000.

The projected benefit obligation,  accumulated benefit obligation and fair value
of  plan  assets  for  the  four  retirement  plans  with  accumulated   benefit
obligations in excess of plan assets were:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                  Master Salaried        Excess Benefit    Supplemental Executive    Supplemental Executive
                                  Retirement Plan       Retirement Plan     Retirement Plan No.1    Retirement Agreement No.2
                                 Fiscal Years Ended    Fiscal Years Ended    Fiscal Years Ended         Fiscal Years Ended
                                -------------------    ------------------  ----------------------   -------------------------
                                6/30/01     6/24/00    6/30/01  6/24/00    6/30/01       6/24/00        6/30/01      6/24/00
                                --------    -------    -------  -------    ------        -------        -------      -------

<S>                             <C>                     <C>     <C>        <C>           <C>             <C>           <C>
Projected benefit obligation    $38,234       N/A       $1,089  $1,159     $1,716        $1,729          $353          N/A
Accumulated benefit obligation   32,527       N/A          879     834      1,716         1,729          $353          N/A
Plan assets                      30,299       N/A            0       0         0              0             0          N/A
</TABLE>

Postretirement  Benefits Other Than Pensions: The Company sponsors benefit plans
that  provide  postretirement  medical and life  insurance  benefits for certain
current  and former  employees.  For the most part,  current  employees  are not
eligible  for  the  postretirement  medical  coverage.   Generally,  other  than
pensions,  the Company does not pay retirees' benefit costs.  Various exceptions
exist, which have evolved from union negotiations,  early retirement  incentives
and existing retiree commitments from acquired companies.

The  Company has not  prefunded  any of its  retiree  medical or life  insurance
liabilities. Consequently there are no plan assets held in a trust, and there is
no expected  long-term rate of return assumption for purposes of determining the
annual expense.
<PAGE>


The  following  table sets forth the  changes  in the plans'  projected  benefit
obligation  and plan assets and the plans' funded status and amounts  recognized
in the Company's financial statements at June 30, 2001 and June 24, 2000.

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                        Other Benefits
                                                                 -----------------------------
                                                                      Fiscal Years Ended
                                                                 -----------------------------
                                                                 June 30, 2001   June 24, 2000
                                                                 -------------   -------------
<S>                                                              <C>               <C>
Change in benefit obligation:
   Benefit obligation at beginning of period                     $    5,658        $    6,507
   Service cost                                                         170               184
   Interest cost                                                        429               433
   Decrease due to sale                                                   0              (295)
   Plan amendments                                                     (891)                0
   Actuarial loss/(gain)                                              1,578              (715)
   Benefits paid                                                       (611)             (456)
                                                                 ----------        ----------
     Benefit obligation at end of period                              6,333             5,658
                                                                 ----------        ----------

Change in plan assets:
   Fair value of assets at beginning of period                            0                 0
   Employer contribution                                                611               456
   Benefits paid                                                       (611)             (456)
                                                                 ----------        ----------
     Fair value of assets at end of period                                0                 0
                                                                 ----------        ----------

Plan funded status:                                                  (6,333)           (5,658)
   Unrecognized prior service cost                                     (892)                0
   Unrecognized actuarial loss                                        2,276               717
                                                                 ----------        ----------
     Accrued benefit liability                                       (4,949)           (4,941)
Amounts recognized in the statement of financial position:
   Accrued benefit liability                                     $   (4,949)       $   (4,941)
                                                                 ==========        ==========

Weighted-average assumptions:
   Discount rate                                                        7.8%              8.0%
   Expected return on plan assets                                        N/A               N/A
   Rate of compensation increase                                        3.0%              4.5%
</TABLE>

<TABLE>
                                                               Other Benefits
                                             ---------------------------------------------------
                                             June 30, 2001     June 24, 2000       June 26, 1999
                                             -------------     -------------       -------------
<S>                                            <C>                <C>                <C>
Components of net periodic benefit cost:
   Service cost                                $     170          $    184           $      90
   Interest cost                                     429               433                 250
   Amortization of loss                               20               159                   0
                                               ---------          --------           ---------
   Net periodic benefit cost                   $     619          $    776           $     340
                                               =========          ========           =========
</TABLE>

For measurement purposes, an 8.0 percent rate of increase in the per capita cost
of covered  health  care  benefits  was assumed  for fiscal  2001.  The rate was
assumed to decrease  gradually  to 5.0 percent for 2007 and remain at that level
thereafter.

The assumed health care trend rates can have a significant effect on the amounts
reported for the postretirement  benefits plan. A one-percentage point change in
the assumed health care trend rates would have the following effect:

<TABLE>
                                                                      1-Percentage       1-Percentage
                                                                     Point Increase     Point Decrease

<S>                                                                     <C>                 <C>
Effect on total of service and interest cost components for fiscal 2001 $   58              $   (51)
Effect on postretirement benefit obligation at June 30, 2001            $  432              $  (379)
</TABLE>

<PAGE>

Agrilink Foods 401(k) Plan: Under the Agrilink Foods 401(k) Plan ("401(k)"), the
Company  contributes  matching  contributions  to the  plan for the  benefit  of
employees  who elect to defer a portion of their  salary  into the plan.  During
fiscal 2001, 2000, and 1999, the Company allocated  approximately  $1.2 million,
$1.0  million,  and  $0.9  million,   respectively,  in  the  form  of  matching
contributions to the plan.

In addition, Agrilink Foods also maintains a Non- Qualified 401(k) Plan in which
the  Company  allocates  matching  contributions  for  the  benefit  of  "highly
compensated  employees" as defined under Section 414(q) of the Internal  Revenue
Code.  During fiscal 2001,  2000, and 1999, the Company  allocated $0.3 million,
$0.2  million,   and  $0.2  million,   respectively  in  the  form  of  matching
contributions to this plan.

Long-Term  Incentive Plan: The Company maintains a long-term  incentive program,
the Agrilink  Foods Equity  Value Plan,  which it amends from time to time.  The
Equity Value Plan provides  performance  units to a select group of  management.
The  future  value of the  performance  units  is  determined  by the  Company's
performance on earnings and debt repayment.

Units  issued in 1996  through  1999 vest 25  percent  each year after the first
anniversary of the grant,  becoming 100 percent vested on the fourth anniversary
of grant. For units granted in 1996, the appreciated value of units in excess of
the initial grant price is paid as cash compensation on the tenth anniversary of
grant. The total units granted in 1996 were 248,511 at $13.38. For units granted
in 1997, 1998 and 1999, the final value of the  performance  units is determined
on the fourth anniversary of grant.  One-third of the appreciated value of units
in excess of the initial grant price is paid as cash  compensation  over each of
the subsequent  three years. The total units granted from 1997 through 1999 were
402,715  at $26.00 per unit in 1999,  308,628  at $21.88  per unit in 1998,  and
176,278 at $25.04 per unit in 1997.

For units granted in 2001 and 2000, the final value of the performance  units is
discretionary.  Units  granted  in 2001 and 2000 vest 100  percent on the fourth
anniversary of grant.  The total units granted in 2001 and 2000 were 400,000 and
371,806, respectively.

Units forfeited since the inception of the plan include 4,474 at $17.67;  13,205
at $26.00; 9,418 at $21.88; 18,362 at $25.04; and 27,165 at $13.38.

The value of the grants from the Agrilink  Foods Equity Value Plan will be based
on the Company's future earnings and debt repayment.

NOTE 10. OPERATING SEGMENTS

The Company  accounts for  segments  using  Statement  of  Financial  Accounting
Standards No. 131,  "Disclosures  about Segments of an  Enterprise"  (SFAS 131).
SFAS No. 131 establishes  requirements for reporting information about operating
segments and establishes  standards for related  disclosures  about products and
services,  and  geographic  areas.  SFAS No.  131 also  replaces  the  "industry
segment"  approach  with the  "management"  approach.  The  management  approach
designates  the  internal  organization  that is used by  management  for making
operating  decisions  and  assessing  performance  as the  source of  reportable
segments. As management makes the majority of its operating decisions based upon
the  Company's  significant  product  lines,  the Company has elected to utilize
significant product lines in determining its operating  segments.  The Company'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,  and soups,  and various  other  ready-to-eat
prepared  meals.  Branded  products  within the canned  meals  category  include
Nalley.  The Company's other product lines primarily  represent salad dressings.
Branded products within the "other category" include Bernstein's and Nalley.

<PAGE>

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

<TABLE>
<CAPTION>
(Dollars in Millions)                                                                      Fiscal Years Ended
                                                                          ---------------------------------------------------
                                                                          June 30, 2001      June 24, 2000     June 26, 1999
                                                                          -------------      -------------     -------------
<S>                                                                        <C>                 <C>               <C>
Net Sales:
   Vegetables                                                              $  970.2            $  836.7          $  769.5
   Fruits                                                                     120.4               114.4             115.8
   Snacks                                                                      97.9                90.9              91.4
   Canned Meals                                                                64.2                62.3              66.4
   Other                                                                       50.6                56.0              74.8
                                                                           --------            --------          --------
     Continuing segments                                                    1,303.3             1,160.3           1,117.9
   Businesses sold1                                                             0.0                72.0             144.0
                                                                           --------            --------          --------
       Total                                                               $1,303.3            $1,232.3          $1,261.9
                                                                           ========            ========          ========

Operating income:
   Vegetables2                                                             $   55.7            $   65.4          $   43.9
   Fruits                                                                      11.4                13.9               8.4
   Snacks                                                                       5.6                 6.7               3.3
   Canned Meals                                                                 6.6                 6.7               6.5
   Other                                                                        1.9                 4.6               3.7
                                                                           --------            --------          --------
     Continuing segments operating income                                      81.2                97.3              65.8
   Businesses sold1                                                             0.0                (1.2)              5.1
                                                                           ---------           --------          --------
       Subtotal                                                                81.2                96.1              70.9
Gains on sales of assets                                                        0.0                 6.6              64.7
Restructuring                                                                   0.0                 0.0              (5.0)
                                                                           --------            --------          --------
Operating income before dividing with Pro-Fac                                  81.2               102.7             130.6
Interest expense                                                              (79.8)              (78.1)            (65.3)
Amortization of debt issue costs associated with the Bridge Facility            0.0                 0.0              (5.5)
                                                                           --------            --------          --------
Pretax income before dividing with Pro-Fac and before extraordinary item   $    1.4            $   24.6          $   59.8
                                                                           ========            ========          ========

Total Assets:
   Vegetables                                                              $  846.5            $  876.3          $  885.2
   Fruits                                                                      72.7                80.0              91.1
   Snacks                                                                      47.6                44.0              41.5
   Canned meals                                                                45.7                45.9              46.7
   Other                                                                       57.6                52.4              43.6
                                                                           --------            --------          --------
     Continuing segments                                                    1,070.1             1,098.6          $1,108.1
   Businesses sold1                                                             0.0                 0.0               1.1
   Assets held for sale                                                         0.1                 0.3               0.9
                                                                           --------            --------          --------
       Total                                                               $1,070.2            $1,098.9          $1,110.1
                                                                           ========            ========          ========

Depreciation expense:
   Vegetables                                                              $   22.4            $   22.3          $   16.7
   Fruits                                                                       2.6                 1.7               2.3
   Snacks                                                                       3.1                 2.4               1.7
   Canned meals                                                                 0.9                 1.2               1.2
   Other                                                                        1.7                 1.2               1.0
                                                                           --------            --------          --------
     Continuing segments                                                       30.7                28.8              22.9
   Businesses sold1                                                             0.0                 1.5               0.9
                                                                           --------            --------          --------
       Total                                                               $   30.7            $   30.3          $   23.8
                                                                           ========            ========          ========

Amortization Expense:
   Vegetables                                                              $    7.8            $    6.1          $    7.0
   Fruits                                                                       0.1                 0.1               0.1
   Snacks                                                                       0.6                 0.8               0.9
   Canned meals                                                                 0.7                 0.7               0.7
   Other                                                                        0.7                 0.7               0.6
                                                                           --------            --------          --------
     Continuing segments                                                        9.9                 8.4               9.3
   Businesses sold1                                                             0.0                 0.4               0.1
                                                                           --------            --------          --------
       Total                                                               $    9.9            $    8.8          $    9.4
                                                                           ========            ========          ========
</TABLE>
<PAGE>

<TABLE>
(Dollars in Millions)                         Fiscal Years Ended
                             --------------------------------------------------
                             June 30, 2001      June 24, 2000     June 26, 1999
                             -------------      -------------     -------------
<S>                            <C>                 <C>               <C>
Capital expenditures:
   Vegetables                  $    14.8           $  19.8           $  17.8
   Fruits                            2.7               1.6               1.3
   Snacks                            4.4               2.3               2.0
   Canned meals                      2.5               1.1               0.6
   Other                             0.7               0.2               0.3
                               ---------           -------           -------
     Continuing segments            25.1              25.0              22.0
   Businesses sold                   0.0               0.4               0.1
                               ---------           -------           -------
       Total                   $    25.1           $  25.4           $  22.1
                               =========           =======           =======

<FN>
1    Includes  activities  of  businesses  sold.  See  NOTE 3 in the  "Notes  to
     Consolidated Financial Statements."

2    The  vegetable  product line includes  earnings  derived from the Company's
     investment in Great Lakes Kraut Company, LLC of $1.8 million, $2.4 million,
     and $2.8 million in fiscal 2001, 2000, and 1999, respectively.
</FN>
</TABLE>

NOTE 12. SUBSIDIARY GUARANTORS

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

Full  financial  statements  of Pro-Fac are  included as an Exhibit to this Form
10-K. Presented below is condensed  consolidating  financial information for (i)
Agrilink Foods and (ii) the Guarantor Subsidiaries as of June 30, 2001, June 24,
2000, and for the fiscal years ended June 30, 2001;  June 24, 2000; and June 26,
1999. The condensed  consolidating  financial  information has been presented to
show the  nature of assets  held,  results of  operations  and cash flows of the
Company and Guarantor  Subsidiaries in accordance  with SEC Financial  Reporting
Release No. 55.

<PAGE>
<TABLE>
                                                                                    Balance Sheet
                                                                                    June 30, 2001
                                                     ---------------------------------------------------------------------------
                                                        Agrilink       Guarantor    Non-Guarantor    Eliminating
                                                       Foods, Inc.    Subsidiaries   Subsidiaries      Entries      Consolidated
                                                     -------------    ------------  -------------    -----------    ------------
(Dollars in Thousands)
<S>                                                  <C>              <C>            <C>             <C>             <C>
Assets
   Current assets:
    Cash and cash equivalents                       $      7,624      $       21     $       11      $         0     $     7,656
     Accounts receivable, net                             90,600           2,892              0                0          93,492
     Inventories -
       Finished goods                                    279,320             422            249                0         279,991
       Raw materials and supplies                         33,287             417            161                0          33,865
                                                     -----------      ----------     ----------      -----------     -----------
         Total inventories                               312,607             839            410                0         313,856

     Other current assets                                 52,729          (4,190)           208                0          48,747
                                                     -----------      ----------     ----------      -----------     -----------

         Total current assets                            463,560            (438)           629                0         463,751

   Property, plant and equipment, net                    297,345           4,531          3,655                0         305,531
   Goodwill and other intangible assets, net              53,552         195,225              0                0         248,777
   Investment is Subsidiaries                            308,207               0              0         (308,207)              0
   Other assets                                           51,996         110,326              0         (110,110)         52,212
                                                     -----------      ----------     ----------      -----------     -----------
         Total assets                                $ 1,174,660      $  309,644     $    4,284      $  (418,317)    $ 1,070,271
                                                     ===========      ==========     ==========      ===========     ===========

   Liabilities and Shareholder's Equity
   Current liabilities:
     Current portion of long-term debt               $    15,599      $        0     $        0      $         0     $    15,599
     Accounts payable                                    115,493           1,930            428                0         117,851
     Accrued interest                                      9,253               0              0                0           9,253
     Intercompany loans                                   (1,697)          1,859           (162)               0               0
     Other current liabilities                            58,078             968            698                0          59,744
                                                     -----------      ----------     ----------      -----------     -----------
         Total current liabilities                       196,726           4,757            964                0         202,447

   Long-term debt                                        631,128               0              0                0         631,128
   Other non-current liabilities                         166,474               0              0         (110,110)         56,364
                                                     -----------      ----------     ----------      -----------     -----------

         Total liabilities                               994,328           4,757            964         (110,110)        889,939

   Shareholder's equity                                  180,332         304,887          3,320         (308,207)        180,332
                                                     -----------      ----------     ----------      -----------     -----------
         Total liabilities and shareholders' equity  $ 1,174,660      $  309,644     $    4,284      $  (418,317)    $ 1,070,271
                                                     ===========      ==========     ==========      ===========     ===========
</TABLE>
<PAGE>
<TABLE>

                                                                            Balance Sheet
                                                                            June 24, 2000
                                                     -----------------------------------------------------------
                                                        Agrilink       Guarantor     Eliminating
                                                       Foods, Inc.    Subsidiaries     Entries      Consolidated
                                                     -------------    ------------   -----------    ------------
<CAPTION>
(Dollars in Thousands)

<S>                                                  <C>               <C>             <C>             <C>
Assets
Current assets:
   Cash and cash equivalents                         $    4,785        $    209        $        0       $    4,994
   Accounts receivable, net                             103,206           2,148                 0          105,354
   Inventories -
     Finished goods                                     249,806             306                 0          250,112
     Raw materials and supplies                          44,613             572                 0           45,185
                                                     ----------        --------         ---------       ----------
         Total inventories                              294,419             878                 0          295,297

     Other current assets                                60,789              23                 0           60,812
                                                     -----------       ---------         --------       ----------
         Total current assets                           463,199           3,258                 0          466,457

   Property, plant and equipment, net                   316,098           1,896                 0          317,994
   Goodwill and other intangible assets, net             49,434         209,111                 0          258,545
   Investment in subsidiairies                          290,009               0          (290,009)               0
   Other assets                                          55,791          82,670           (82,570)          55,891
                                                     ----------        --------         ---------       ----------

         Total assets                                $1,174,531        $296,935         $(372,579)      $1,098,887
                                                     ==========        ========         =========       ==========


Liabilities and Shareholder's Equity
Current liabilities:
   Notes payable                                     $    5,700        $      0         $       0       $    5,700
   Current portion of long-term debt                     16,583               0                 0           16,583
   Accounts payable                                      93,403           1,668                 0           95,071
   Accrued interest                                      11,398               0                 0           11,398
   Intercompany loans                                       (75)             75                 0                0
   Other current liabilities                             78,428           5,183                 0           83,611
                                                     ----------        ---------         --------       ----------
         Total current liabilities                      205,437           6,926                 0          212,363

   Long-term debt                                       644,712               0                 0          644,712
   Other non-current liabilities                        145,204               0           (82,570)          62,634
                                                     ----------        --------         ---------       ----------

         Total liabilities                              995,353           6,926           (82,570)         919,709


   Shareholder's equity                                 179,178         290,009          (290,009)         179,178
                                                     ----------        --------         ---------       ----------
         Total liabilities and shareholder's equity  $1,174,531        $296,935         $(372,579)      $1,098,887
                                                     ==========        ========         =========       ==========
</TABLE>
<PAGE>
<TABLE>

                                                                               Statement of Operations
                                                                                    June 30, 2001
                                                     ---------------------------------------------------------------------------
                                                        Agrilink       Guarantor    Non-Guarantor    Eliminating
                                                       Foods, Inc.    Subsidiaries   Subsidiaries      Entries      Consolidated
                                                     -------------    ------------  -------------    -----------    ------------
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>               <C>           <C>
Net sales                                            $ 1,284,835      $   18,476     $   17,329        $ (17,329)    $ 1,303,311
Cost of sales                                           (918,055)        (10,751)       (16,461)          16,461        (928,806)
                                                     -----------      ----------     ----------        ---------     -----------
Gross profit                                             366,780           7,725            868             (868)        374,505
Other income                                                   0          57,563            627          (58,190)              0
Selling, administrative, and general expenses           (339,643)        (12,966)             0           57,563        (295,046)
Income from joint venture                                  1,779               0              0                0           1,779
                                                     -----------      ----------     ----------        ---------     -----------
Operating income before dividing with Pro-Fac             28,916          52,322          1,495           (1,495)         81,238
Interest income/(expense)                                (89,812)         10,037             91              (91)        (79,775)
                                                     -----------      ----------     ----------        ---------     -----------
Pretax (loss)/income before dividing with Pro-Fac        (60,896)         62,359          1,586           (1,586)          1,463
Pro-Fac share of (loss)/income                              (732)              0              0                0            (732)
                                                     -----------      ----------     ----------        ---------     -----------
(Loss)/income before taxes                               (61,628)         62,359          1,586           (1,586)            731
Tax benefit/(provision)                                   22,178         (22,163)          (675)               0            (660)
                                                     -----------      ----------     ----------        ---------     -----------
Net (loss)/income                                    $   (39,450)     $   40,196     $      911        $  (1,586)    $        71
                                                     ===========      ==========     ==========        =========     ===========
</TABLE>

<TABLE>
                                                                       Statement of Operations
                                                                   Fiscal Year Ended June 24, 2000
                                                     -------------------------------------------------------------
                                                       Agrilink        Guarantor     Eliminating
                                                     Foods, Inc.     Subsidiaries      Entries        Consolidated
                                                     -------------   ------------  ---------------    ------------
<CAPTION>
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>               <C>
Net sales                                            $ 1,217,110      $   15,152     $        0        $1,232,262
Cost of sales                                           (848,814)         (8,505)             0         (857,319)
                                                     -----------      ----------     ----------         --------
Gross profit                                             368,296           6,647              0          374,943
Other income                                                   0          59,461        (59,461)               0
Selling, administrative and general expenses            (329,139)        (11,608)        59,461         (281,286)
Income from joint venture                                  2,418               0              0            2,418
Gain on sale of assets                                     6,635               0              0            6,635
                                                     -----------      ----------     ----------        ---------
Operating income before dividing with Pro-Fac             48,210          54,500              0          102,710
Interest income/(expense)                                (82,897)          4,843              0          (78,054)
                                                     -----------      ----------     ----------        ---------
Pretax income before dividing with Pro-Fac               (34,687)         59,343              0           24,656
Pro-Fac share of (loss)/income                           (12,328)              0              0          (12,328)
                                                     -----------      ----------     ----------        ---------
(Loss)/income before income tax                          (47,015)         59,343              0           12,328
Tax benefit/(provision)                                   14,867         (20,771)             0           (5,904)
                                                     -----------      ----------     ----------        ---------
Net (loss)/income                                    $   (32,148)     $   38,572     $        0        $   6,424
                                                     ===========      ==========     ==========        =========
</TABLE>



<PAGE>
<TABLE>

                                                                                   Statement of Operations
                                                                                Fiscal Year Ended June 26, 1999
                                                                -------------------------------------------------------------
                                                                  Agrilink       Guarantor       Eliminating
                                                                 Foods, Inc.    Subsidiaries       Entries       Consolidated
                                                                 -----------    -------------    -----------     ------------
<CAPTION>
(Dollars in Thousands)

<S>                                                              <C>              <C>              <C>            <C>
Net sales                                                        $ 1,248,854      $  13,026        $       0      $ 1,261,880
Cost of sales                                                       (896,613)        (7,278)               0         (903,891)
                                                                 -----------      ---------        ---------      -----------
Gross profit                                                         352,241          5,748                0          357,989
Other income                                                               0         20,240          (20,240)               0
Selling, administrative and general expenses                        (304,321)        (5,842)          20,240         (289,923)
Income from joint venture                                              2,787              0                0            2,787
Restructuring                                                         (5,000)             0                0           (5,000)
Gain on sale of assets                                                64,734              0                0           64,734
                                                                 -----------      ---------        ---------      -----------
Operating income before dividing with Pro-Fac                        110,441         20,146                0          130,587
Interest income/(expense)                                            (65,677)           338                0          (65,339)
Amortization of debt issue costs associated with bridge facility      (5,500)             0                0           (5,500)
                                                                 -----------      ---------        ---------      ------------
Pretax income before dividing with Pro-Fac                            39,264         20,484                0           59,748
Pro-Fac share of income                                               (1,658)             0                0           (1,658)
                                                                 -----------      ---------        ---------      -----------
Income before taxes and extraordinary item                            37,606         20,484                0           58,090
Tax provision                                                        (17,601)        (7,169)               0          (24,770)
                                                                 ------------     ---------        ---------      -----------
Income before extraordinary item                                      20,005         13,315                0           33,320
Extraordinary item related to early
   extinguishment of debt (net of tax)                               (16,366)             0                0          (16,366)
                                                                 -----------      ---------        ---------      -----------
Net income                                                       $     3,639      $  13,315        $       0      $    16,954
                                                                 ===========      =========        =========      ===========
</TABLE>



<PAGE>
<TABLE>
                                                                               Statement of Cash Flows
                                                                                    June 30, 2001
                                                           -------------------------------------------------------------------------
                                                             Agrilink       Guarantor   Non-Guarantor   Eliminating
                                                           Foods, Inc.    Subsidiaries  Subsidiaries     Entries      Consolidated
                                                           -----------    ------------  -------------   -----------   ------------
<CAPTION>
(Dollars in Thousands)

<S>                                                         <C>           <C>             <C>            <C>           <C>
Net Income                                                  $ (39,450)    $  40,196       $   911        $ (1,586)     $        71
Adjustments to reconcile net income/(loss) to net
   cash (used in)/provided by operating activities -
     Amortization of goodwill and other intangible assets       2,803         7,057             0               0            9,860
     Amortization of debt issue costs and amendment costs
       and discount on subordinated promissory note             4,895             0             0               0            4,895
     Interest in-kind on subordinated promissory note           2,069             0             0               0            2,069
     Depreciation                                              29,831           572           303               0           30,706
     Equity in undistributed earnings of CoBank                   (97)            0             0               0              (97)
     Equity in undistributed earnings in joint venture         (1,243)            0             0               0           (1,243)
     Gain on sale of assets                                      (362)            0             0               0             (362)
     Provision for deferred taxes                               3,464             0             0               0            3,464
     Provision for losses on accounts receivable                  560            50             0               0              610
     Change in assets and liabilities:
       Accounts receivable                                     12,022          (794)           24               0           11,252
       Inventories                                            (18,933)           39           335               0          (18,559)
       Other assets                                            28,131       (61,456)          128         (27,540)         (60,737)
       Accounts payable and accrued interest                  (20,213)         (262)         (160)              0          (20,635)
       Other liabilities                                       36,394        17,437        (1,069)         29,126           81,888
                                                            ---------     ---------       -------      ----------      -----------
Net cash provided by operating activities                      39,871         2,839           472               0           43,182

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 (21,638)       (3,027)         (461)              0          (25,126)
   Proceeds from disposals                                      5,797             0             0               0            5,797
   Proceeds from investment in CoBank                           4,259             0             0               0            4,259
                                                            ---------     ---------       -------      ----------      -----------
Net cash used in investing activities                         (11,582)       (3,027)         (461)              0          (15,070)

Cash flows from financing activities:
   Net proceeds from short-term debt                           (5,700)            0             0               0           (5,700)
   Payments on long-term debt                                 (18,084)            0             0               0          (18,084)
   Payments on capital leases                                    (449)            0             0               0             (449)
   Cash paid for debt issuance costs and amendments            (1,730)            0             0               0           (1,730)
   Capital contributions by Pro-Fac                               513             0             0               0              513
                                                            ---------     ---------       -------      ----------      -----------
Net cash used in financing activities                         (25,450)            0             0               0          (25,450)
                                                            ----------    ---------       -------      ----------      ------------
Net change in cash and cash equivalents                         2,839          (188)           11               0            2,662
Cash and cash equivalents at beginning of period                4,785           209             0               0            4,994
                                                            ---------     ---------       -------      ----------      -----------
Cash and cash equivalents at end of period                  $   7,624     $      21       $    11      $        0      $     7,656
                                                            =========     =========       =======      ==========      ===========
</TABLE>
<PAGE>
<TABLE>

                                                                                   Statement of Cash Flows
                                                                               Fiscal Year Ended June 24, 2000
                                                                --------------------------------------------------------
                                                                  Agrilink      Guarantor    Eliminating
                                                                 Foods, Inc.  Subsidiaries     Entries      Consolidated
<CAPTION>
(Dollars in Thousands)                                           -----------  ------------    ----------    ------------

<S>                                                            <C>              <C>            <C>          <C>
Net Income                                                     $   (32,148)     $  38,572      $      0     $    6,424
Adjustments to reconcile net income/(loss) to net
   cash (used in)/provided by operating activities -
     Gain on sale of assets                                         (6,635)             0             0         (6,635)
     Amortization of goodwill and other intangible assets            1,711          7,057             0          8,768
     Amortization of debt issue costs and amendment costs and
       discount on subordinated promissory note                      4,318              0             0          4,318
     Interest in-kind on subordinated promissory note                1,571              0             0          1,571
     Depreciation                                                   29,983            330             0         30,313
     Equity in undistributed earnings of CoBank                       (102)             0             0           (102)
     Equity in undistributed earnings of joint venture                 (96)             0             0            (96)
     Provision for deferred taxes                                    9,000              0             0          9,000
     Provision for losses on accounts receivable                       191             10             0            201
     Change in assets and liabilities:
       Accounts receivable                                         (14,356)          (920)            0        (15,276)
       Inventories                                                 (49,291)          (432)            0        (49,723)
       Other assets                                                  1,571        (72,802)       42,806       (28,425)
       Accounts payable and accrued interest                        (2,991)           369             0         (2,622)
       Other liabilities                                            38,626         28,758       (42,806)        24,578
                                                               -----------      ---------      --------     ----------
Net cash (used in)/provided by operating activities                (18,648)           942             0        (17,706)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                      (24,608)          (820)            0        (25,428)
   Proceeds from disposals                                          64,360              0             0         64,360
   Proceeds from investment in CoBank                                3,378              0             0          3,378
   Cash paid for acquisitions                                         (250)             0             0           (250)
                                                               ------------     ---------      --------     ----------
Net cash provided by/(used in) investing activities                 42,880           (820)            0         42,060

Cash flows from financing activities:
   Net proceeds from short-term debt                               (13,200)             0             0        (13,200)
   Payments on long-term debt                                      (18,470)             0             0        (18,470)
   Payments on capital leases                                         (238)             0             0           (238)
   Cash paid for debt issuance costs and amendments                 (2,624)             0             0         (2,624)
   Capital contributions by Pro-Fac                                  8,632              0             0          8,632
                                                               -----------      ---------      --------     ----------
Net cash used in financing activities                              (25,900)             0             0        (25,900)
                                                               ------------     ---------      --------     -----------
Net change in cash and cash equivalents                             (1,668)           122             0         (1,546)
Cash and cash equivalents at beginning of period                     6,453             87             0          6,540
                                                               -----------      ---------      --------     ----------
Cash and cash equivalents at end of period                     $     4,785      $     209      $      0     $    4,994
                                                               ===========      =========      ========     ==========
</TABLE>

<PAGE>
<TABLE>

                                                                                   Statement of Cash Flows
                                                                               Fiscal Year Ended June 26, 1999
                                                                 --------------------------------------------------------
                                                                  Agrilink      Guarantor    Eliminating
                                                                 Foods, Inc.  Subsidiaries     Entries      Consolidated
                                                                 -----------  ------------    ----------    ------------
<CAPTION>
(Dollars in Thousands)

<S>                                                            <C>              <C>            <C>            <C>
Net Income                                                     $     3,639      $  13,315      $      0       $  16,954
Adjustments to reconcile net income to net
   cash (used in)/provided by operating activities -
     Extraordinary item relating to the early
       extinguishment of debt (net of tax)                          16,366              0              0          16,366
     Gain on sales of assets                                       (64,734)             0              0         (64,734)
     Loss from disposal of asset held for resale                       353              0              0             353
     Amortization of goodwill and other intangibles                  6,915          2,481              0           9,396
     Amortization of debt issue costs and amendment costs and
       discount on subordinated promissory note                      7,678              0              0           7,678
     Interest in-kind on subordinated promissory note                  782              0              0             782
     Depreciation                                                   23,498            306              0          23,804
     Equity in undistributed earnings of CoBank                       (520)             0              0            (520)
     Equity in undistributed earnings of joint venture                 (95)             0              0             (95)
     Provision for deferred taxes                                    9,742              0              0           9,742
     Provision for losses on accounts receivable                       198             10              0             208
     Change in assets and liabilities:
       Accounts receivable                                          (2,296)           248              0          (2,048)
       Inventories                                                  33,152             26              0          33,178
       Other assets                                                (49,958)        (1,957)       (39,764)        (91,679)
       Accounts payable and accrued interest                        27,550            325              0          27,875
       Other liabilities                                           (24,381)       (14,552)        39,764             831
                                                               -----------      ---------       --------      ----------
Net cash (used in)/provided by operating activities                (12,111)           202              0         (11,909)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                      (21,875)          (189)             0         (22,064)
   Proceeds from disposals                                          93,486              0              0          93,486
   Proceeds from the sale of idle facilities                         1,427              0              0           1,427
   Proceeds from investment in CoBank                                2,795              0              0           2,795
   Cash paid for acquisitions                                     (443,531)             0              0        (443,531)
                                                               -----------      ---------       --------      ----------
Net cash used in investing activities                             (367,698)          (189)             0        (367,887)

Cash flows from financing activities:
   Net proceeds from short-term debt                                18,900              0              0          18,900
   Proceeds from issuance of long-term debt                        677,100              0              0         677,100
   Payments on long-term debt                                     (287,574)             0              0        (287,574)
   Payments on capital leases                                         (282)             0              0            (282)
   Cash paid for debt issuance costs and amendments                (19,354)             0              0         (19,354)
   Dividends paid to Pro-Fac                                        (7,500)             0              0          (7,500)
                                                               -----------      ---------       --------      ----------
Net cash provided by financing activities                          381,290              0              0         381,290
                                                               -----------      ---------       --------      ----------
Net change in cash and cash equivalents                              1,481             13              0           1,494
Cash and cash equivalents at beginning of period                     4,972             74              0           5,046
                                                               -----------      ---------       --------      ----------
Cash and cash equivalents at end of period                     $     6,453      $      87       $      0      $    6,540
                                                               ===========      =========       ========      ==========
</TABLE>

NOTE 13. OTHER MATTERS

Transactions  Between  Agrilink  Foods and  AgriFrozen:  Prior to February 2001,
Agrilink Foods purchased frozen vegetables from AgriFrozen Foods ("AgriFrozen").
AgriFrozen was a subsidiary of Pro-Fac.  For fiscal 2001, the net sales amounted
to approximately $25.6 million.

Agrilink  Foods  purchased  the frozen  vegetable  inventory of  AgriFrozen  and
entered into a related  agreement  for storage and  converting  the inventory to
finished goods effective  January 28, 2001. Refer to NOTE 4 to the "Consolidated
Financial Statements" for further discussion of the transaction.

<PAGE>

In addition,  AgriFrozen  maintained an  administrative  service  agreement with
Agrilink Foods.  Agrilink Foods provided  certain  management,  consulting,  and
administrative  services.  For the year ended June 30, 2001, AgriFrozen incurred
approximately  $0.6  million in service  fees  related  to the  agreement.  This
agreement was terminated on June 30, 2001.

Legal Matters:  The Company is party to various litigation and claims arising in
the ordinary  course of business.  Management  and legal counsel for the Company
are of the opinion that none of these legal actions will have a material  effect
on the financial position of the Company.


Commitments: Agrilink Foods has also guaranteed an approximate $1.8 million loan
for the City of  Montezuma  to  renovate a sewage  treatment  plant  operated in
Montezuma on behalf of the City.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Not applicable.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Management  and Directors:  Effective upon the  acquisition of Agrilink Foods by
Pro-Fac,  Pro-Fac established a management structure for the Company,  providing
for a  Board  of  Directors  consisting  of  one  management  director,  Pro-Fac
Directors and Disinterested  Directors.  The management and directors are listed
below. The Chairman of the Board is a Pro-Fac  Director.  The Company may in the
future  expand the Board of Directors,  but Pro-Fac has  undertaken to cause the
Company to  maintain a Board on which the number of Pro-Fac  Directors  does not
exceed the number of Disinterested  Directors.  The Senior  Subordinated Notes -
11-7/8 Percent (due 2008) provide that there will be a Change of Control if, for
a period of 120 consecutive  days, the number of Disinterested  Directors on the
Board of  Directors  of the Company is less than the greater of (i) two and (ii)
the  number of  directors  who are also  directors,  members  or  affiliates  of
Pro-Fac.  The Credit Facility provides that there will be a change of control if
the number of Pro-Fac directors exceeds the number of disinterested directors.

Set forth below is certain  information  concerning the individuals who serve as
directors and executive officers of the Company.

<TABLE>

                                       Year of
              Name                      Birth                             Positions
------------------------------         -------       ----------------------------------------------------

<S>                                     <C>          <C>
Dennis M. Mullen(1)                     1953         President and Chief Executive Officer and Director

Earl L. Powers                          1944         Executive Vice President and Chief Financial Officer

Stephen R. Wright                       1947         Executive Vice President - Agriculture and Secretary

Carl W. Caughran                        1953         Executive Vice President - Operations

John R. Clark                           1959         Executive Vice President - Logistics

Bernhard H. Frega                       1951         Executive Vice President - Sales and Marketing

David M. Mehalick                       1956         Vice President and General Counsel

Bruce R. Fox(2)                         1947         Director and Chairman of the Board

Steven D. Koinzan(2)                    1948         Director and Vice Chairman of the Board

Cornelius D. Harrington, Jr.(3)         1927         Director

Walter F. Payne(3)                      1936         Director

James A. Pierson(3)                     1937         Director

Paul E. Roe(2)                          1939         Director

Frank M. Stotz(3)                       1930         Director

<FN>
(1) Management Director.

(2) Pro-Fac Director.

(3) Disinterested Director.
</FN>
</TABLE>


Dennis M.  Mullen  has been the  President  and Chief  Executive  Officer  since
January  1998 and a  Director  of the  Company  since  May  1996.  He was  Chief
Operating  Officer from May 1996 to January 1998 and  Executive  Vice  President
from January 1996 to May 1996. He had been President and Chief Executive Officer
of Curtice Burns Foods from March 1993 to May 1996. He was Senior Vice President
and Business Unit Manager Food Service of Curtice Burns Foods from 1991 to 1993,
and Senior Vice  President-Custom Pack Sales for Nalley from 1990 to 1991. Prior
to employment with the Company,  he was President and Chief Executive Officer of
Globe  Products  Company.  He  currently  serves on the Board of  Directors  for
Grocery Manufacturers of America,  National Food Processors Association,  United
Way of Greater Rochester,  American Heart Association-Genesee Valley Region, St.
Leo College,  the Rochester  Institute of Technology  School of Food,  Hotel and
Travel  Management's   National  Advisory  Board,  and  Chase  Manhattan  Bank's
Northeast Regional Advisory Board.

<PAGE>

Earl L. Powers has been  Executive Vice  President and Chief  Financial  Officer
since February 1997. He was Vice President and Corporate  Controller  from March
1993 to February  1997, and Vice  President  Finance and Management  Information
Systems,  Curtice Burns Foods business unit of Agrilink Foods from 1991 to March
1993.  Prior to joining  Agrilink Foods, he was Controller of various  Pillsbury
Company divisions 1987-1990 and various other executive  management positions at
the Pillsbury Company  1976-1987.  He currently serves on the Board of Directors
of Chase Manhattan Bank's Northeast Advisory Board.

David M.  Mehalick  joined  Agrilink  Foods  May 1, 1999 as Vice  President  and
General  Counsel.  Prior to employment  with Agrilink Foods, he practiced law in
the firm of Harris Beach & Wilcox from 1981 to 1999.

Carl W. Caughran has been Executive  Vice President - Operations  since 1999. He
has also served as President and CEO of Nalley Fine Foods from 1996-1999.  Prior
to joining the Company,  he held various  executive  positions at Borden  Foods,
including  Vice  President/General  Manager of both the Western  Snack Group and
Eastern Snack Group.

Stephen R. Wright has been Executive  Vice President  since November 6, 1996. He
was Senior Vice President - Procurement of Agrilink Foods from November 1994 and
Vice  President - Procurement  for Agrilink  Foods from 1990 to November,  1994,
having  served as  Director  of  Commodities  and  Administration  Services  for
Agrilink Foods from 1988 to 1990.

John R. Clark has been Executive  Vice President - Logistics  since 1999. He has
in excess of 20 years experience in logistics and supply chain management. Prior
positions  include vice  president/operations  for Missouri  Nebraska Express in
1984;  executive vice president of operations for Dean Foods  Transportation Co.
in 1989; and vice president logistics for Dean Foods Vegetable Company (DFVC) in
1992.

Bernhard H. Frega has been Executive Vice President - Sales and Marketing  since
1999. He has over twenty-five  years  experience with Agrilink Foods,  including
vice  president  roles for private label and consumer  products for the Comstock
Michigan  Fruit  Division and was  executive  vice  president and COO of Curtice
Burns from 1995 to 1999.

Bruce R. Fox has been a Director  of the  Company  since the  completion  of the
Pro-Fac  acquisition  of Agrilink Foods and Chairman of the Board since 2000. He
has been a Director of Pro-Fac since 1974. He was Treasurer of Pro-Fac from 1984
until March 27,  1995,  when he was elected  President.  He has been a member of
Pro-Fac since 1974.  Mr. Fox is a fruit and vegetable  grower (N.J.  Fox & Sons,
Inc., Shelby, MI).

Cornelius D. Harrington,  prior to his retirement,  was President of the Bank of
New  England-West  in  Springfield,  MA or a  predecessor  to  the  Bank  of New
England-West  from 1978 to December 1990. He was Chief Executive  Officer of the
Bank of New  England-West  from 1984 to December 1990.  Until 1987, he served as
Chairman of the Board of Directors of BayState  Medical  Center in  Springfield,
Massachusetts. He is a former Director of the Farm Credit Bank of Springfield.

Steven D. Koinzan has been a Director of the Company since the completion of the
Pro-Fac acquisition of Agrilink Foods and Vice Chairman of the board since 2000.
He has been a Director of Pro-Fac  since 1983.  He was Secretary of Pro-Fac from
March 1993 until March 27, 1995,  when he was elected  Treasurer.  He has been a
member of Pro-Fac since 1979. Mr.  Koinzan is a popcorn,  field corn and soybean
farmer (Koinzan Farms; Norden, Nebraska).

Walter F. Payne has been a Director of the Company since January 1996. Mr. Payne
was  President  and Chief  Executive  Officer of Blue Diamond  Growers from 1992
until 2001, when he retired.  He held various  positions at Blue Diamond Growers
between  1973 to 1992.  Mr. Payne serves on the Boards of Directors of Healthnet
of California,  Pacific Coast Building and Products, and Pride Industries. He is
currently  Chairman of the  California  State Chamber of Commerce as well as the
Committee for Small Business and  Agriculture  for the Federal  Reserve  Western
District.

James A.  Pierson was elected as a Director of the Company  during  fiscal 2001.
Mr. Pierson  retired in 2001 from his position as President and Chief  Operating
Officer  of  CoBank.   He  held  various  positions  at  Farm  Credit  Banks  of
Springfield,  Massachusetts between 1975 and 1994, including President and Chief
Executive  Officer  from 1987 to 1994.  He is  currently a member of the Bennett
Roundtable  of the Farm  Foundation  and served as a Director of the Farm Credit
System Funding Corporation and the National Council of Farmer Cooperatives.

Paul E.  Roe has  been a  Director  of the  Company  since  2000.  He has been a
Director of Pro-Fac since 1986 and a member of Pro-Fac since 1961.  Mr. Roe is a
vegetable, grain and dry bean farmer (Roe Acres, Inc.; Bellona, New York).

Frank M. Stotz has been a Director of Agrilink Foods since the completion of the
Pro-Fac  acquisition  of  Agrilink  Foods.  Mr.  Stotz  retired in 1994 from his
position  as Senior  Vice  President  - Finance  of Bausch & Lomb  Incorporated.
Before  joining  Bausch & Lomb in that capacity in 1991, Mr. Stotz was a partner
for 25 years with Price Waterhouse (now PricewaterhouseCoopers LLP).

<PAGE>

Term of Office:  All  directors of the Company will hold office from the date of
election  until  the next  annual  meeting  of the  shareholder  or until  their
successors are duly elected and qualified. Each executive officer of the Company
will hold  office from the date of election  until his  successor  is elected or
appointed.

There are no family  relationships  between any Director,  executive officer, or
any person  nominated or chosen by the Company to become a Director or executive
officer.

Involvement in Certain Legal  Proceedings:  The following  executive officers of
Agrilink Foods were  previously  officers of PF  Acquisition  II, Inc., a former
subsidiary of Pro-Fac:  Dennis M. Mullen, Earl L. Powers, Stephen R. Wright, and
David M. Mehalick.  On June 27, 2001, PF  Acquisition  II, Inc. filed a petition
under the federal bankruptcy laws.

ITEM 11. EXECUTIVE COMPENSATION

The following tables show the cash  compensation and certain other components of
the  compensation  of the chief  executive  officer  and four other most  highly
compensated executive officers of the Company,  earned during fiscal years ended
June 30,  2001,  June 24,  2000,  and June 26,  1999  (collectively,  the "Named
Executive Officers").

<TABLE>
Executive Compensation
<CAPTION>
Summary Compensation Table


                                                                                                                         RSIP/
                                                                                                                       Matching
                                                                                            Annual                   Contributions
                                                                                        Compensation1                  Deferred
                                                                                --------------------------              Profit
Name and Principal Position                                       Year            Salary           Bonus2               Sharing
---------------------------                                       ----          -----------      ---------           -------------

<S>                                                                <C>          <C>              <C>                   <C>
Dennis M. Mullen                                                   2001         $ 600,000        $       0             $  9,808
   President and Chief Executive Officer and Director              2000         $ 525,000        $       0             $  3,173
                                                                   1999         $ 500,000        $       0             $  4,241


Earl L. Powers                                                     2001         $ 305,104        $       0             $  4,444
   Executive Vice President Finance and Chief Financial Officer    2000         $ 283,854        $       0             $  4,125
                                                                   1999         $ 260,096        $       0             $  5,124

David M. Mehalick3                                                 2001         $ 253,067        $  50,000             $  7,289
   Vice President and General Counsel                              2000         $ 241,867        $       0             $      0
                                                                   1999         $  36,923        $       0             $      0

Carl W. Caughran                                                   2001         $ 232,050        $       0             $  6,880
   Executive Vice President - Operations                           2000         $ 218,400        $       0             $  3,276
                                                                   1999         $ 210,600        $       0             $  3,120

Stephen R. Wright                                                  2001         $ 222,685        $       0             $  6,556
   Executive Vice President - Agriculture and Secretary            2000         $ 212,160        $       0             $  3,120
                                                                   1999         $ 205,999        $       0             $  3,762

<FN>
1  No Named Executive Officer has received personal benefits during the period
   in excess of the lesser of $50,000 or 10 percent of annual salary.

2  Pursuant to the Management Incentive Plan of the Company (the "Incentive
   Plan"), additional compensation is paid if justified by the activities of the
   officers and employees eligible under the Incentive Plan and by the earnings
   of the Company and of Pro-Fac Cooperative, Inc. ("Pro-Fac").

3  Mr. Mehalick's employment with the Company began May 1, 1999.
</FN>
</TABLE>

<PAGE>

Long-Term Incentive Plan - Awards in Last Fiscal Year
<TABLE>

                                                                                 Estimated Future Payouts
                                                                             Under Non-Stock Price Based Plans
                               (b)                        (c)                ---------------------------------
                          Number of Shares        Performance or Other           (d)                  (e)
     (a)                   Units or Other        Period Until Maturation      Threshold              Target
     Name                 Rights Granted (1)            or Payout              ($ or #)            ($ or #)(2)
-----------------         ------------------     ------------------------     ---------            -----------

<S>                           <C>                       <C>  <C>                  <C>                  <C>
Dennis M. Mullen              91,977                    6/27/2005                 $0                   $0
Earl L. Powers                34,180                    6/27/2005                 $0                   $0
David M. Mehalick             27,840                    6/27/2005                 $0                   $0
Carl Caughran                 23,910                    6/27/2005                 $0                   $0
Stephen R. Wright             22,449                    6/27/2005                 $0                   $0

<FN>
(1)  On June 27, 2001, the Company issued  performance  units under the Agrilink
     Foods Equity Value Plan ("EVP") to a select group of management. The future
     value of the performance units is discretionary. The performance units vest
     100  percent  on  the  fourth  anniversary  of  grant.   One-third  of  the
     appreciated  value of units in excess of the initial grant price is paid as
     cash  compensation  over the subsequent three years. The final value of the
     2001 performance units is determined on the fourth anniversary of grant.

(2)  The value of the June 27, 2001 grants from the Agrilink  Foods Equity Value
     Plan is  discretionary.  The beginning value of these performance units was
     set at a level requiring improved earnings and debt-repayment  performance.
     The target  payouts  shown above are based on the value of the  performance
     units at fiscal  2001  earnings  and debt  levels and would yield no payout
     from the plan at those  levels.  If future  performance  equals fiscal 2001
     performance,  no payouts will be made from the plan relative to the options
     granted on June 27, 2001.
</FN>
</TABLE>

Retirement  Plans: The Company's  Master Salaried  Retirement Plan (the "Pension
Plan") provides  defined  retirement  benefits for its officers and all salaried
exempt  and  non-exempt  personnel.  The  compensation  upon  which the  pension
benefits  are  determined  is  included  in the salary  columns of the  "Summary
Compensation Table."

For retirement  before age 65, the annual  benefits are reduced by an amount for
each year prior to age 65 at which such retirement  occurs so that if retirement
occurs at age 55, the benefits are 70 percent of those payable at age 65.

The  approximate  number  of years of Plan  participation  under  the  Company's
Pension  Plan as of June 30,  2001,  of the  Executive  Officers  listed  in the
Summary  Compensation  Table  are as  follows:  Dennis  M.  Mullen-11,  Earl  L.
Powers-9, David M. Mehalick-1, Carl W. Caughran-4, and Stephen R. Wright-26.

The Company maintains an Excess Benefit  Retirement Plan which serves to provide
employees  with the same  retirement  benefit they would have  received from the
Company's  Master  Salaried  Retirement  Plan under the career  average base pay
formula,  but for  changes  required  under  the  1986  Tax  Reform  Act and the
compensation  limitation under Section  401(a)(17) of the Internal Revenue Code,
which was  $150,000 on January 1, 1994,  having been revised in the 1992 Omnibus
Budget Reform Act. This benefit plan was amended in December 2000.

In fiscal 2001, the Company adopted a non-tax qualified  Supplemental  Executive
Retirement Plan ("SERP") which provides  additional  retirement  benefits to the
Company's Chief Executive Officer. The Company has not pre-funded this liability
at June 30, 2001. The projected and  accumulated  benefit  obligation  under the
plan at June 30, 2001 was $353,000.

<PAGE>

The following table shows the estimated  pension  benefits  payable to a covered
participant,  at age 65,  at the  specified  final  average  pay,  and  years of
credited service levels under the Company's Master Salaried  Retirement Plan and
the Excess Benefit Retirement Plan.

                         Pension Plan Table

                                  Years of Plan Participation
    Final      -------------------------------------------------------------
 Average Pay        15            20           25         30           35
 -----------   ------------  ---------    ---------   ---------    ---------

 $ 125,000     $ 21,563      $  28,750    $  35,938   $  43,125    $  50,313
   150,000       25,875         34,500       43,125      51,750       60,375
   175,000       30,188         40,250       50,313      60,375       70,438
   200,000       34,500         46,000       57,500      69,000       80,500
   225,000       38,813         51,750       64,688      77,625       90,563
   250,000       43,125         57,500       71,875      86,250      100,625
   275,000       47,438         63,250       79,063      94,875      110,688
   300,000       51,750         69,000       86,250     103,500      120,750
   325,000       56,063         74,750       93,438     112,125      130,813
   350,000       60,375         80,500      100,625     120,750      140,875
   375,000       64,688         86,250      107,813     129,375      150,938
   400,000       69,000         92,000      115,000     138,000      161,000
   425,000       73,313         97,750      122,188     146,625      171,063
   450,000       77,625        103,500      129,375     155,250      181,125
   475,000       81,938        109,250      136,563     163,875      191,188
   500,000       86,250        115,000      143,750     172,500      201,250

Termination Protection  Provisions:  Agrilink Foods has adopted a revised Salary
Continuation  Agreement for Mr. Mullen on August 22, 2001, whereby, two years of
salary and benefits  continuation will be provided if Mr. Mullen's employment is
involuntarily  terminated  for  reasons  other than for  "cause" as such term is
defined in the Agreement.

Directors' Compensation: In fiscal 2001, non-employee directors as designated by
Pro-Fac  received an annual  stipend of $20,000 to $25,000 per year. The Pro-Fac
Chairman received an annual stipend of $40,000 per year. All other disinterested
directors,  Messrs.  Harrington,  Payne,  and Stotz  received  an annual rate of
$35,000.  Directors  received an additional  $2,000 for committee  chairmanships
when applicable.  Effective  during fiscal 2001,  directors are no longer paid a
per-diem  rate for  meeting  attendance.  Mr.  Pierson,  who joined the Board of
Directors on June 28, 2001 received no payments in fiscal 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of the  outstanding  capital  stock  of the  Company  is  owned  by  Pro-Fac
Cooperative, Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management  believes  all  transactions  were on terms no less  favorable to the
Company than could have been reached with unaffiliated third parties.

Borrowings  by Pro-Fac:  The Credit  Facility  and Senior  Subordinated  Notes -
11-7/8 Percent (due 2008) permit the Company to make demand loans to Pro-Fac for
working  capital  purposes in amounts not to exceed  $40.0  million at any time,
each such  loan to bear  interest  at a rate  equal to the rate in effect on the
date of such loan  under the  Revolving  Credit  Facility.  The loan  balance is
required to be reduced to zero for a period of not less than 15 consecutive days
in each fiscal year. Except for the foregoing provision and except for Pro-Fac's
guarantee of the Senior  Subordinated  Notes - 11-7/8 Percent (due 2008) and the
Credit  Facility,  as long as Pro-Fac has the right to borrow  under the Pro-Fac
Marketing and Facilitation  Agreement,  the Senior  Subordinated  Notes - 11-7/8
Percent (due 2008) do not permit Pro-Fac to incur any other indebtedness.

Equity  Ownership in CoBank:  As part of its lending  arrangements  with CoBank,
which is a  cooperative,  the  Company  has made  investments  in the bank.  The
Company made these investments  through (i) a capital purchase  obligation equal
to a percentage, set annually based on the bank's capital needs, of its interest
paid to the bank and (ii) a patronage  rebate on interest paid to the bank based
on the bank's earnings,  which is paid in cash and capital  certificates.  As of
June  30,  2001,  the  amount  of  the  Company's  investment  in the  Bank  was
approximately $14.7 million.

<PAGE>

Purchase of Crops From  Pro-Fac:  Each of the members of Pro-Fac  sells crops to
Pro-Fac  pursuant  to a general  marketing  agreement  between  such  member and
Pro-Fac,  which  crops in turn are sold to the  Company  pursuant to the Pro-Fac
Marketing  and  Facilitation  Agreement.   During  fiscal  2001,  the  following
directors and  executive  officers of Pro-Fac,  directly or  indirectly  through
entities  owned or  controlled  by such  officers and  directors,  sold crops to
Pro-Fac and provided harvesting, trucking and waste removal services to Agrilink
Foods for the following aggregate amounts:

<TABLE>
<CAPTION>
(Dollars in Thousands)

                                                                     RELATIONSHIP                           GROSS PURCHASES
        NAME                                                         TO PRO-FAC                                  IN FISCAL 2001
------------------------                         --------------------------------------------------------   -----------------------
                                                                                                            (Dollars in Thousands)

<S>                                              <C>                                                               <C>
Dale E. Burmeister...........................    Director                                                          $    446
Peter R. Call................................    Director                                                          $  4,959
Glen Lee Chase...............................    Director                                                          $    213
Tom R. Croner................................    Director and Secretary                                            $     75
Kenneth A. Dahlstedt.........................    Director                                                          $    352
Robert DeBadts...............................    Director                                                          $    449
Bruce R. Fox*................................    Director and Chairman of the Board, President                     $  1,405
Steven D. Koinzan*...........................    Director and Vice Chairman of the Board, Vice President           $    215
Kenneth A. Mattingly.........................    Director                                                          $  2,000
Allan W. Overhiser...........................    Director                                                          $     50
Paul E. Roe*.................................    Director                                                          $    848
Darell Sarff.................................    Director                                                          $     65



<FN>
*    Bruce R. Fox,  Steven D.  Koinzan,  and Paul E. Roe are  directors  of both
     Pro-Fac and Agrilink Foods.
</FN>
</TABLE>

                   DIRECTORS AND OFFICERS LIABILITY INSURANCE

As authorized  by New York law and in accordance  with the policy of that state,
the Company has  obtained  insurance  from Chubb Group  Insurance  insuring  the
Company against any obligation it incurs as a result of its  indemnification  of
its officers  and  directors,  and insuring  such  officers  and  directors  for
liability  against  which  they  may not be  indemnified  by the  Company.  This
insurance  has a term  expiring  on  October  15,  2001,  at an  annual  cost of
approximately  $146,000. As of this date, no sums have been paid to any officers
or directors of the Company under this indemnification insurance contract.


<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) (1)    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
The Following Appear in ITEM 8 of This Report
<CAPTION>

    ITEM                                                                                                                   Page
<S>                                                                                                                         <C>
Agrilink Foods, Inc. and Consolidated Subsidiaries:
   Management's Responsibility for Financial Statements..................................................................   25
   Report of Independent Accountants.....................................................................................   26
   Consolidated Financial Statements:
     Consolidated Statement of Operations, Accumulated Earnings/(Deficit), and Comprehensive Income
       for the years ended June 30, 2001, June 24, 2000, and June 26, 1999...............................................   27
     Consolidated Balance Sheets at June 30, 2001 and June 24, 2000......................................................   28
     Consolidated Statements of Cash Flows for the years ended June 30, 2001, June 24, 2000, and June 26, 1999...........   29
     Notes to Consolidated Financial Statements..........................................................................   31
</TABLE>

         (2)    The following additional financial data are set forth herein:

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
                                                                                             SCHEDULE II

Agrilink Foods, Inc.
Valuation and Qualifying Accounts
For the Three Fiscal Years Ended June 30, 2001

                                                                          Fiscal Year Ended
                                                            ---------------------------------------------
                                                            June 30, 2001   June 24, 2000   June 26, 1999
                                                            -------------   -------------   -------------
<S>                                                          <C>              <C>             <C>
Allowance for doubtful accounts
  Balance at beginning of period                             $    887,000     $ 1,202,000     $   774,000
  Additions charged to expense                                    610,000         201,000         208,000
  Deductions                                                     (654,000)       (516,000)       (280,000)
  Increase due to acquisition*                                          0               0         500,000
                                                             ------------     -----------     -----------
  Balance at end of period                                   $    843,000     $   887,000     $ 1,202,000
                                                             ============     ===========     ===========

Inventory reserve**
  Balance at beginning of period                             $  1,106,000     $ 2,777,000     $   391,000
  Net change                                                     (648,000)     (1,671,000)        290,000
  Increase due to AgriFrozen inventory purchase****             2,677,000               0               0
  Increase due to acquisition*                                          0               0       2,096,000
                                                             ------------     -----------     -----------
  Balance at end of period                                   $  3,135,000     $ 1,106,000     $ 2,777,000
                                                             ============     ===========     ===========

Tax valuation allowance***
  Balance at beginning of period                             $  5,752,000     $ 1,409,000     $ 5,550,000
  Net change                                                      139,000       4,343,000      (4,141,000)
                                                             ------------     -----------     -----------
  Balance at end of period                                   $  5,891,000     $ 5,752,000     $ 1,409,000
                                                             ============     ===========     ===========
<FN>
*    Represents the balance acquired in conjunction with the DFVC Acquisition.

**   Difference   between  FIFO  cost  and  market  applicable  to  inventories.
     Reductions to the reserve in fiscal 2000 were recorded as related inventory
     was disposed.

***  See  further  discussion  regarding  tax matters at NOTE 9 to the "Notes to
     Consolidated Financial Statements."

**** See  further  discussion  of this  purchase  at NOTE 4 to the "Notes to the
     Consolidated Financial Statements."

     Schedules other than those listed above are omitted because they are either
     not applicable or not required, or the required information is shown in the
     financial statements or the notes thereto.
</FN>
</TABLE>
<PAGE>


         (3)  The following  exhibits are filed herein or have been  previously
              filed with the Securities and Exchange Commission:


     (b) Reports on Form 8-K:


         On March 27, 2001, the Company filed a Form 8-K to report on financial
         information presented to attendees at the Lehmann Brothers high-yield
         bond leveraged loan conference.

     (c) EXHIBITS:
           Exhibit
                               Number Description

          3.1  Certificate of Incorporation of the Company (filed as Exhibit 3.3
               to the  Company's  Quarterly  Report  on Form  10-Q for the first
               fiscal quarter ended September 27, 1997 and  incorporated  herein
               by reference).

          3.2  Certificate   of  Amendment  to  the  Company's   Certificate  of
               Incorporation  (filed  as  Exhibit  3.2 to the  Company's  Annual
               Report  on Form  10-K  for the  year  ended  June  24,  2000  and
               incorporation herein by reference).

          3.3  Bylaws of the  Company  (filed as  Exhibit  3.3 to the  Company's
               Annual  Report on Form 10-K for the year ended June 24,  2000 and
               incorporated herein by reference).

          4.1  Indenture,  dated as of November 18,  1998,  between the Company,
               the  Guarantors  named  therein  and  IBJ  Schroder  Bank & Trust
               Company,  Inc., as Trustee (filed as Exhibit 4.1 to the Company's
               Registration   Statement  on  Form  S-4  filed  January  5,  1999
               (Registration   No.   333-70143)  and   incorporated   herein  by
               reference).

          4.2  Form of  11-7/8%  Senior  Subordinated  Notes due 2008  (filed as
               Exhibit B, to Exhibit 4.1 to the Company's Registration Statement
               on Form S-4 filed January 5, 1999  (Registration  No.  333-70143)
               and incorporated herein by reference).

          4.3  Indenture,  dated as of November 3, 1994, among PFAC, Pro-Fac and
               IBJ  Schroder  Bank & Trust  Company,  as Trustee,  as amended by
               First Supplemental Indenture,  dated as of November 3, 1994, each
               with respect to the Company's  12.25% Senior  Subordinated  Notes
               due 2005  (filed as  Exhibit  4.1 to the  Company's  Registration
               Statement on Form S-4 filed November 17, 1994  (Registration  No.
               33-56517) and incorporated herein by reference).

          4.4  Second Supplemental  Indenture (amending the Indenture referenced
               in Exhibit 4.3 herein) dated  November 10, 1997 (filed as Exhibit
               10.25 to the Company's  Annual Report on Form 10-K for the fiscal
               year ended June 27, 1998 and incorporated herein by reference).

          4.5  Third Supplemental  Indenture (amending the Indenture  referenced
               in Exhibit 4.3 herein) dated September 24, 1998 (filed as Exhibit
               10.26 to the Company's  Annual Report on Form 10-K for the fiscal
               year ended June 26, 1999, and incorporated herein by reference).

          10.1 Marketing  and  Facilitation  Agreement,  dated as of November 3,
               1994,  between  Pro-Fac and the Company (filed as Exhibit 10.1 to
               the Company's  Registration  Statement on Form S-4 filed November
               17, 1994  (Registration No. 33-56517) and incorporated  herein by
               reference).

          10.2 Amendment to Marketing  and  Facilitation  Agreement  between the
               Company and Pro-Fac  dated  September  23, 1998 (filed as Exhibit
               10.5 to the Company's Quarterly Report on Form 10-Q for the third
               fiscal  quarter ended March 27, 1999 and  incorporated  herein by
               reference).

          10.3 Management  Incentive  Plan, as amended (filed as Exhibit 10.2 to
               the Company's  Registration  Statement on Form S-4 filed November
               17, 1994  (Registration No. 33-56517) and incorporated  herein by
               reference).

          10.4 Supplemental  Executive  Retirement  Plan,  as amended  (filed as
               Exhibit 10.3 to the Company's  Registration Statement on Form S-4
               filed  November  17,  1994   (Registration   No.   33-56517)  and
               incorporated herein by reference).



<PAGE>


   (c) EXHIBITS (Continued):
       Exhibit
       Number                     Description

        10.5   Master  Salaried  Retirement  Plan, as amended  (filed as Exhibit
               10.5 to the  Company's  Registration  Statement on Form S-4 filed
               November 17, 1994  (Registration  No.  33-56517) and incorporated
               herein by reference).

        10.6   Non-Qualified  Profit  Sharing Plan, as amended (filed as Exhibit
               10.6 to the  Company's  Registration  Statement on Form S-4 filed
               November 17, 1994  (Registration  No.  33-56517) and incorporated
               herein by reference).

        10.7   Second Amendment to  Non-Qualified  Profit Sharing Plan (filed as
               Exhibit  10.14 to  Pro-Fac's  Registration  Statement on Form S-1
               filed June 15, 1995  (Registration No. 33-60273) and incorporated
               herein by reference).

        10.8   Agrilink  Equity  Value  Plan  adopted  June 24,  1996  (filed as
               Exhibit 10.17 to the Company's Annual Report on Form 10-K for the
               fiscal  year  ended  June 29,  1996 and  incorporated  herein  by
               reference).

        10.9   Raw Product Supply Agreement with Seneca Foods Corporation (filed
               as Exhibit 10.22 to the Company's  Annual Report on Form 10-K for
               the fiscal  year ended June 28, 1997 and  incorporated  herein by
               reference).

        10.10  Reciprocal   Co-Pack  Agreement  with  Seneca  Foods  Corporation
               (filed as Exhibit  10.23 to the  Company's  Annual Report on Form
               10-K for the fiscal  year ended  June 28,  1997 and  incorporated
               herein by reference).

        10.11  Credit Agreement among the Company,  Pro-Fac  Cooperative,  Inc.,
               and Harris Trust and Savings Bank, and Bank of Montreal,  Chicago
               Branch, and the Lenders from time to time party hereto,  dated as
               of  September  23, 1998 (filed as Exhibit  10.1 to the  Company's
               Quarterly  Report on Form 10-Q for the first fiscal quarter ended
               September 26, 1998 and incorporated herein by reference).

        10.12  Subordinated  Promissory  Note  of  the  Company  to  Dean  Foods
               Company, dated as of September 23, 1998 (filed as Exhibit 10.3 to
               the Company's  Quarterly Report on Form 10-Q for the first fiscal
               quarter  ended  September  26,  1998 and  incorporated  herein by
               reference).

        10.13  First  Amendment to the Credit  Agreement  referenced  in Exhibit
               10.11  herein  (filed as Exhibit  10.1 to the  Company's  Amended
               Quarterly  Report on Form  10-Q/A  for the first  fiscal  quarter
               ended September 25, 1999 and incorporated herein by reference).

        10.14  Second  Amendment to the Credit  Agreement  referenced in Exhibit
               10.11  herein  (filed as Exhibit  10.2 to the  Company's  Amended
               Quarterly  Report on Form  10-Q/A  for the first  fiscal  quarter
               ended September 25, 1999 and incorporated herein by reference).

        10.15  Third  Amendment to the Credit  Agreement  referenced  in Exhibit
               10.11  herein  (filed as Exhibit  10.3 to the  Company's  Amended
               Quarterly  Report on Form  10-Q/A  for the first  fiscal  quarter
               ended September 25, 1999 and incorporated herein by reference).

        10.16  Fourth  Amendment to the Credit  Agreement  referenced in Exhibit
               10.11  herein  (filed as Exhibit  10.4 to the  Company's  Amended
               Quarterly  Report on Form  10-Q/A  for the first  fiscal  quarter
               ended September 25, 1999 and incorporated herein by reference).

        10.17  Fifth  Amendment to the Credit  Agreement  referenced  in Exhibit
               10.11  herein  (filed as Exhibit  10.5 to the  Company's  Amended
               Quarterly  Report on Form  10-Q/A  for the first  fiscal  quarter
               ended September 25, 1999 and incorporated herein by reference).

        10.18  Service  Agreement  between the Company  and PF  Acquisition  II,
               Inc., dated as of February 22, 1999 (filed as Exhibit 10.4 to the
               Company's  Quarterly  Report on Form  10-Q for the  third  fiscal
               quarter  ended  March  27,  1999  and   incorporated   herein  by
               reference).

        10.19  Sixth  Amendment to the Credit  Agreement  referenced  in Exhibit
               10.11 herein  (filed as Exhibit 10.1 to the  Company's  quarterly
               report on Form 10-Q for the first  quarter  ended  September  23,
               2000, and incorporated herein by reference).

<PAGE>


   (c) EXHIBITS (Continued):
        Exhibit
         Number                         Description
        10.20  Excess  Benefit  Retirement  Plan,  as amended  (filed as Exhibit
               10.27 to the  Company's  quarterly  report  on Form  10-Q for the
               second quarter ended December 23, 2000, and  incorporated  herein
               by reference).

        10.21  Supplemental  Executive  Retirement  Agreement  (filed as Exhibit
               10.28 to the  Company's  quarterly  report  on Form  10-Q for the
               second quarter ended December 23, 2000, and  incorporated  herein
               by reference).

        10.22  Service   Agreement  By  and  Between   Agrilink   Foods  and  PF
               Acquisition  II, Inc.  (filed as Exhibit  10.29 to the  Company's
               quarterly  report on Form 10-Q for the third  quarter ended March
               23, 2001, and incorporated herein by reference).

        10.23  Bill of Sale Agreement By and Between  Agrilink  Foods,  Inc. and
               CoBank,  ACB (filed as Exhibit 10.30 to the  Company's  quarterly
               report on Form 10-Q for the third  quarter  ended March 23, 2001,
               and incorporated herein by reference).

        10.24  Salary Continuation Agreement - Dennis Mullen (filed herewith).

        10.25  Seventh  Amendment to the Credit Agreement  referenced in Exhibit
               10.11 herein (filed herewith).

        18     Accountant's  Report Regarding Change in Accounting Method (filed
               as Exhibit 18 to the Company's  Quarterly Report on Form 10-Q for
               the  first  fiscal   quarter   ended   September   28,  1996  and
               incorporated herein by reference).

        21     List of  Subsidiaries  (filed as  Exhibit  21.1 to the  Company's
               Annual  Report on Form 10-K for the year ended June 24,  2000 and
               incorporated herein by reference).

        24     Power of Attorney (included on page 68 of this Report).

        99     Pro-Fac  Cooperative,  Inc. Audited Financial  Statements for the
               fiscal year ended June 30, 2001.


<PAGE>

                                   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.



                                                  AGRILINK FOODS, INC.



Date:    September 10, 2001         By:/s/          Earl L. Powers
         ------------------            ----------------------------------------
                                                    Earl L. Powers
                                           Executive Vice President Finance and
                                                  Chief Financial Officer
                                               (Principal Financial Officer
                                             and Principal Accounting Officer)



                                POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints Earl L. Powers,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments  to this  Annual  Report on Form 10-K and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent or any of them, or their or
his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.





<PAGE>

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.

<TABLE>
          SIGNATURE                                                            TITLE                                 DATE



<S>                                                               <C>                                           <C>
/s/    Bruce R. Fox                                               Chairman of the Board and Director            September 10, 2001
----------------------------------------------------------                                                      ------------------
       (BRUCE R. FOX)



/s/    Steven D. Koinzan                                          Vice Chairman of the Board and Director       September 10, 2001
----------------------------------------------------------                                                      ------------------
       (STEVEN D. KOINZAN)



/s/    Cornelius D. Harrington                                    Director                                      September 10, 2001
----------------------------------------------------------                                                      ------------------
       (CORNELIUS D. HARRINGTON)



/s/    Walter F. Payne                                            Director                                      September 10, 2001
----------------------------------------------------------                                                      ------------------
       (WALTER F. PAYNE)



/s/    James A. Pierson                                           Director                                      September 10, 2001
----------------------------------------------------------                                                      ------------------
       (JAMES PIERSON)



/s/    Paul E. Roe                                                Director                                      September 10, 2001
----------------------------------------------------------                                                      ------------------
       (PAUL E. ROE)



/s/    Frank M. Stotz                                             Director                                      September 10, 2001
----------------------------------------------------------                                                      ------------------
       (FRANK M. STOTZ)



/s/    Dennis M. Mullen                                           President and Chief Executive Officer         September 10, 2001
----------------------------------------------------------        and Director                                  ------------------
       (DENNIS M. MULLEN)                                         (Principal Executive Officer)




/s/    Earl L. Powers                                             Executive Vice President Finance and          September 10, 2001
----------------------------------------------------------        Chief Financial Officer                       ------------------
       (EARL L. POWERS)                                           (Principal Financial Officer
                                                                  and Principal Accounting Officer)

</TABLE>

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

NO ANNUAL REPORT OR PROXY MATERIAL HAS BEEN SENT TO  REGISTRANT'S  SHAREHOLDERS,
AND NO PROXY MATERIAL IS INTENDED TO BE SENT. AN ANNUAL REPORT IS INTENDED TO BE
SENT.