<page>

Cagle Foods JV, L.L.C.
Financial Statements
as of and for the Years Ended
December 29, 2001 and December 30, 2000
and Independent Auditors' Report


INDEPENDENT AUDITORS' REPORT

Steering Committee of Cagle Foods JV, L.L.C.:

We have audited the accompanying balance sheets of Cagle Foods JV, L.L.C.
(the"Company") as of December 29, 2001 and December 30, 2000 and the related
statements of income, members' equity, and cash flows for the years then
ended.  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 in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December
29, 2001 and December 30, 2000 and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

April 5, 2002
Deloitte & Touche
Atlanta, GA

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CAGLE FOODS JV, L.L.C.

BALANCE SHEETS
  (In Thousands)

                                     December 29, 2001     December 30, 2000
Assets
Current assets:
   Cash                              $          4,126        $         3,467
   Accounts receivable:
     Related parties                           14,516                 20,787
     Other                                      2,205                  2,051
                                      ---------------        ---------------
                                               16,721                 22,838

Notes receivable and accrued interest          17,193                 13,937
Inventories                                    14,337                 16,920
  Prepaid expenses                                428                    314
                                      ---------------        ---------------
Total current assets                           52,805                 57,476

Investment in affiliated companies              1,470                  1,260
Property, plant, and equipment:
  Land                                            923                    923
  Land improvements                             4,410                  4,410
  Buildings and building equipment             41,965                 41,942
  Machinery and equipment                      27,179                 27,441
  Furniture and fixtures                          686                    686
  Construction-in-process                          55                      0
                                      ---------------          -------------
                                               75,218                 75,402
  Less accumulated depreciation                38,855                 32,314
..                                     ---------------          -------------
..                                              36,363                 43,088
Other assets                                      121                    430
..                                     ---------------          -------------
                                      $        90,759          $     102,254
..                                     ===============          =============
Liabilities and members' equity

Current liabilities:
  Accounts payable                     $        9,740          $       9,382
  Accrued expenses                              4,794                  6,304
  Current portion of long-term debt             4,950                  9,250
..                                     ---------------          -------------
Total current liabilities                      19,484                 24,936

Long-term debt                                      0                 13,750

Members' Equity                                71,275                 63,568
..                                     ---------------          -------------
..                                      $       90,759          $     102,254
..                                     ===============          =============

See notes to financial statements.



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CAGLE FOODS JV, L.L.C.

STATEMENTS OF INCOME
..----------------------------------------------------------------------------
                                                       Year Ended
..                                             -------------------------------
                                                December 29,    December 30,
2001 2000
..                                             ---------------   -------------
NET SALES:
    Related parties                              167,591,535     182,071,997
    Other                                         25,829,879      14,529,215
..                                             ---------------   -------------
        Total net sales                          193,421,414     196,601,212

COST OF PRODUCTS SOLD                            176,203,032     175,514,868

SELLING AND ADMINISTRATIVE EXPENSES                3,945,381       3,958,775
..                                             ---------------   -------------
                                                 180,148,413     179,473,643
..                                             ---------------   -------------
OPERATING INCOME                                  13,273,001      17,127,569

OTHER INCOME (EXPENSE):
  Interest income:
    Related party                                          0         868,078
    Other                                             77,513          63,964
  Rental income - related party                    2,903,436       2,912,500
  Other income                                       668,475         445,922
  Interest expense                                  (817,581)     (1,689,183)
  Other expense                                   (2,703,647)     (2,808,132)
..                                             ---------------   -------------
NET INCOME                                        13,401,197      16,920,718
..                                             ===============   =============

See notes to financial statements.

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CAGLE FOODS JV, L.L.C.

STATEMENTS OF MEMBERS' EQUITY
FOR THE YEARS ENDED DECEMBER 29, 2001 AND DECEMBER 30, 2000


                                           Executive
                                           Holdings      Cagle's
                                              Ltd.         Inc.        Total
..                                      ------------  ------------  ------------
BALANCE - January 1, 2000              $ 28,227,890  $ 28,227,889  $ 56,455,779

  Net income                              8,460,359     8,460,359    16,920,718

  Distribution of income                 (4,904,529)   (4,904,529)   (9,809,058)
..                                      ------------  ------------  ------------
BALANCE - December 30, 2000              31,783,720    31,783,719    63,567,439

  Net income                              6,700,598     6,700,599    13,401,197
  Interest rate hedge of credit company -
    Equity method investment                (15,541)      (15,542)      (31,083)
..                                      ------------  ------------  ------------
  Total comprehensive income              6,685,057     6,685,057    13,370,114

  Distribution of income                 (2,831,450)   (2,831,450)   (5,662,900)
..                                      ------------  ------------  ------------
BALANCE - December 29, 2001              35,637,327    35,637,326    71,274,653
..                                      ============  ============  ============
See notes to financial statements.

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CAGLE FOODS JV, L.L.C.
STATEMENTS OF CASH FLOWS
                                                            Year Ended
..                                                   ---------------------------
                                                     December 29,  December 30,
                                                         2001          2000
..                                                   -------------  ------------
OPERATING ACTIVITIES:
  Net income                                        $ 13,401,197  $ 16,920,718
  Adjustments to reconcile net income to net cash              0             0
    provided by operating activities:                          0             0
    Depreciation and amortization                      7,083,341     6,112,433
    Undistributed income of affiliates                  (585,227)     (373,544)
    Distribution of income from affiliates               344,012       369,682
    (Gain)/loss on sales of property, plant,
     and equipment                                       (24,393)      (15,071)
    Changes in operating assets and liabilities:
        Accounts receivable                           (6,860,962)   (8,576,530)
        Inventories                                    2,582,183      (639,256)
        Prepaid expenses                                (422,073)       24,153
        Other assets                                     308,241             0
        Accounts payable                                 357,740     2,424,081
        Accrued expenses                              (1,509,518)    1,018,700
..                                                   -------------  ------------
         Net cash provided by operating activities    28,396,465    17,265,366

INVESTING ACTIVITIES:
  Notes receivable - related party                    (4,000,000)  (13,936,796)
  Proceeds from the sale of property, plant,
   and equipment                                         242,315        32,107
  Purchases of property, plant, and equipment           (267,542)     (510,313)
..                                                   -------------  ------------
            Net cash used in investing activities     (4,025,227)  (14,415,002)

FINANCING ACTIVITIES:
  Long-term borrowings                                         0     9,650,000
  Payments of long-term debt                         (18,050,000)   (7,500,000)
  Distributions of income to members                  (5,662,900)   (9,809,058)
..                                                   -------------  ------------
         Net cash used in financing activities       (23,712,900)   (7,659,058)

NET INCREASE (DECREASE) IN CASH                          658,338    (4,808,694)

CASH:
  Beginning of year                                    3,467,447     8,276,141
..                                                   -------------  ------------
  End of year                                          4,125,785     3,467,447
..                                                   =============  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid during the year for interest (in thousands)    1,013         1,341
..                                                   =============  ============

See notes to financial statements.

</page>
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CAGLE FOODS JV, L.L.C.
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 29, 2001 AND DECEMBER 30, 2000
1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business - Cagle Foods JV, L.L.C. (the "Company") was
established as a Limited Liability Company on March 27, 1993 and is a joint
venture between Cagle's, Inc. (50%) and Executive Holdings L.P. (50%).  The
Company's operations are located in Camilla, Georgia.  The latest date at
which the Limited Liability Company is to dissolve is 2022.  The Company is
engaged in the production and sale of processed chicken.  Primarily all of
the Company's sales are made to the joint venture partners (see Note 3).
Keystone Foods, LLC is an entity related through common ownership with
Executive Holdings, L.P.

Change in Ownership - On February 8, 2002, Cagles, Inc. accepted an offer
by Executive Holding, L.P. to purchase all of Cagle Inc.'s joint venture
interests in the Company and Cagle Credit for $50 million.  This transaction
is expected to close by April 2002.

Revenue Recognition - The Company recognizes revenue when product is shipped
to customers.

Inventories - Live field inventories are stated at the lower of cost or market,
and breeders are stated at cost, less accumulated amortization.  Breeder costs
are accumulated up to the production stage.  Such costs are amortized into
hatching egg costs over the estimated production lives based on monthly egg
production.  Finished products, feed, medication, and supplies are stated at
the lower of cost or market determined by the first-in, first-out method.

Inventories at December 29, 2001 and December 30, 2000, respectively, consist
of the following (in thousands):
                                                      2001    2000

              Finished products                   $   2,977  $  5,128
              Field inventory, breeders, and eggs     9,232     9,753
              Feed, ingredients, and medication       1,598     1,471
              Supply inventory                          531       568
..                                                  --------  --------
                                                   $ 14,338  $ 16,920
..                                                  ========  ========

Property, Plant, and Equipment - Property, plant, and equipment are stated
at cost.  Depreciation is computed principally by the straight-line method
for financial reporting purposes over the following periods:

	Buildings and improvements              3-30 years
	Machinery, furniture, and equipment	    3-17 years
	Vehicles                                 1-8 years

</page>
<page>

The Company evaluates the estimated useful lives and the carrying value of
assets on a periodic basis to determine whether events or circumstances
warrant revised estimated useful lives or whether any impairment exists.
Management believes no impairment existed at December 29, 2001.

Other Assets - Other assets consist primarily of loan origination fees which
are amortized on a straight-line basis over seven years.  Accumulated
amortization related to loan origination fees was $1,390,931 at December 29,
2001 and $1,082,690 at December 30, 2000.

Investments in Unconsolidated Affiliates - The equity method of accounting is
used to account for the Company's investments in unconsolidated affiliates
because of the Company's ability to exercise significant influence.

Fair Value of Financial Instruments - The carrying amounts of cash, accounts
receivable, and accounts payable reflected in the financial statements
approximate fair values because of the short-term nature of these
instruments.  Based on the borrowing rates currently available to the Company
for bank loans with similar terms and maturities, the Company estimates that
the carrying value of its long-term debt approximates fair value.  The fair
value of the interest rate swaps (see Note 2) is the amount that Company
received or paid to terminate the swap agreement.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect 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
those estimates.

Fiscal Year-End - The Company follows a fiscal year which ends on the
Saturday nearest to the end of the month of December.

Income Taxes - The Company is a Limited Liability Company and has received a
ruling from the Internal Revenue Service which allows the Company to be
treated as a partnership for income tax purposes.  As a partnership, it is
not subject to income taxes and the partners report their proportionate share
of the income on their tax returns.

Interest Rate Swap Agreements - These agreements involve the receipt of a
floating rate of interest on long-term debt in exchange for a fixed rate of
interest over the life of the agreements without an exchange of the underlying
debt principal amount.  The differential to be paid or received under these
agreements is accrued as interest rates change and recognized as an adjustment
to interest expense related to the debt.  The swap agreements have been
designated as cash flow hedges.

Derivative Instruments and Hedging Activities - On December 31, 2000 the
Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133,
Accounting for Derivative Instruments and Hedging Activities and SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities,
which amended SFAS No. 133.  The new standards require companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value.  Gains or losses resulting from changes in the values of those
derivatives are accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting.  The impact of adopting this new
accounting standard on the Company's financial statements was nominal.

</page>
<page>

New Accounting Pronouncement - In July 2001, the FASB issued SFAS No. 141,
Business Combinations and SFAS No. 142 Goodwill and Other Intangible Assets.
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 and eliminates the pooling
of interests method of accounting.  SFAS No. 142 changes the accounting for
goodwill and intangible assets that have an indefinite useful life from an
amortization method to an impairment only approach.  The Company adopted SFAS
Nos. 141 and 142 on December 30, 2001.  The Company is evaluating the effects
of these new standards; however, the Company does not anticipate any material
impact on the Company's consolidated results of operations, financial position
or cash flows as a result of the adoption of these standards.

2.	LONG-TERM DEBT

During 2001, the Company paid down $18 million in debt.  The Company has $4.9
million outstanding due in installments through December 31, 2002 under a term
loan agreement, variable interest rate (2.8% at December 29, 2001).

On November 7, 1997, GA/KY Fundco L.L.C. ("Fundco") (a 50% owned subsidiary)
executed a loan agreement for a $95 million term loan facility and a $30
million revolving loan facility at variable interest rates on behalf of
Cagle's-Keystone Foods L.L.C. ("Kentucky") (a related party) and the Company.
This loan is guaranteed by the Company and Kentucky.  The proceeds were used
to repay the existing term and revolving loans.

Fundco was established in 1997 as a 50%-owned subsidiary of both the Company
and Kentucky.  Fundco is a special purpose entity set up for borrowing of
funds from a group of banks to fund the capital needs of the Company and
Kentucky.  All borrowing terms entered into by Fundco are the same borrowing
terms passed down to the Company and Kentucky.  Fundco has no other
operations.  At December 29, 2001, Kentucky had $52.0 million outstanding
for the term loan facility and $15.0 million outstanding for the revolving
loan facility.

On December 31, 1997, Fundco, on behalf of the Company and Kentucky, entered
into two interest rate swap agreements with expiration dates of December 31,
2002, which effectively fix the rate on original notional amounts of $58.5
million at rates of 5.98% and 6%, plus a spread based on the Company's debt-
to-cash-flow ratio.  These notional amounts change in the future based on
amounts outstanding under the Company's term and revolving loan agreements.
Under the terms of the agreements, the Company makes payments at fixed rates
and receives payments at variable rates based on the three-month LIBOR rate.
Approximately $218,930 in unrealized gains and $209,000 in unrealized losses
exist on these agreements at December 29, 2001 and December 30, 2000,
respectively.  The Company's share of these unrealized gains and losses is
nominal. The Company does not intend to terminate these agreements prior to
the maturity date.  The Company is exposed to credit loss in the event of
nonperformance by the other party to the interest rate swap agreement.
However, the Company does not anticipate nonperformance by the counter-
parties.

At December 29, 2001 the Company had an unused standby letter of credit
amounting to $2,550,000.

</page>
<page>

3.	RELATED PARTY TRANSACTIONS
Sales to the Company's owners (Executive Holdings, L.P. and Cagle's, Inc.)
represented 86.6% and 91.9% of net sales during the years ended December 29,
2001 and December 30, 2000, respectively.  The Company sells deboned chicken
at cost plus $.03 per eviscerated pound to Executive Holdings, L.P.  The
Company also sells other chicken components at market price to Cagle's, Inc.

Executive Holdings, L.P. and Cagle's, Inc. both charge the Company
administrative service fees based on the Company's volume of production.
These fees totaled $2,699,000 and $2,630,000 in 2001 and 2000, respectively,
and are included in other expense in the statements of income.  In 2001 and
2000, the Company paid Cagle's, Inc. for computer processing services for
which it charges a fee of $17,500 per month.  Sales, expenses, and balances
with related parties for 2001 and 2000 are summarized as follows
(in thousands):

                                                  Cagle's-  Cagle
                              Executive           Keystone  Foods     Liberty
                              Holdings  Cagle's,   Foods,  Credit,  Assurance
                                Ltd.       Inc.     LLC     LLC       Ltd.

2001

Sales                          163,385     4,079      128        0          0
Purchases                        1,068        92    6,438        0          0
Rental income for further
  processing facility            1,107         0        0        0          0
Interest income                      0         0        0        0          0
Administrative service
  and other fees                 1,349     1,562        0        0          0
Balances at year-end:
  Accounts receivable           15,631       563       15       31         44
  Notes receivable                   0         0   17,193        0          0
  Accounts payable                  63        63        0        0          0

2000

Sales                          175,846     4,815    1,411        0          0
Purchases                            0         0    3,910        0          0
Rental income for further
  processing facility            2,913         0        0        0          0
Interest income                      0         0      868        0          0
Administrative service
  and other fees                 1,315     1,563        0        0          0
Balances at year-end:
  Accounts receivable           18,968       265       61       31      1,462
  Notes receivable and
    accrued interest                 0         0   13,937        0          0
  Accounts payable                  96        96      511        0          0

</page>
<page>

In 2001, the Company loaned to Kentucky an additional $4,000,000.  The note
does not bear interest as the note is payable on demand.

The Company, as lessor, entered into an operating lease agreement beginning
January 1, 1998 with Keystone Foods LLC for the use of the Company's further
processing facility for a period of 20 years at an annual rental amount of
$2,912,500.  The property, plant, and equipment associated with this lease as
of December 29, 2001 are as follows (in thousands):

Land                                100
Building                         19,744
Machinery and equipment           4,021
..                              --------
                                 23,865
Less accumulated depreciation     4,643
..                              --------
Net leased property              19,222
..                              ========

4.	COMMITMENTS
The Company leases machinery and equipment under operating leases.  The leases
for the machinery and equipment require payments of contingent rentals based
on usage in excess of a specified minimum, and future rental payments may be
adjusted for increases in maintenance and insurance above specified amounts.
Rent expense for the years ended December 29, 2001 and December 30, 2000 was
approximately $5,533,000 and $4,266,000, respectively.

Future minimum payments under noncancelable operating leases with initial terms
of one year or more, including payments made on behalf of Keystone Foods L.L.C.
by the Company, consisted of the following at December 29, 2001 (in thousands):


December 28, 2002               2,736
January 3, 2004                 2,697
January 1, 2005                 2,598
December 31, 2005               1,435
December 30, 2006                  33
Thereafter                         50
                            ---------
                                9,549
..                           =========

The Company has outstanding purchase commitments as of December 29, 2001 of
approximately $1,806,000, which expire throughout 2001, for feed inventory in
the ordinary course of business.

During 1994, the Company entered into an agreement with the City of Camilla,
Georgia whereby the City agreed to construct a water tower and wastewater
treatment system primarily for the Company.  The Company has agreed to service
the debt incurred by the City to construct these facilities under the condition
that the City provide adequate water and wastewater treatment services.  If the
City is unable to provide water and wastewater treatment services, the Company
is not obligated to repay the debt.  The cost and related debt associated with
these facilities was approximately $10.1 million.  The Company has agreed to
make annual debt service payments of approximately $746,000 through May 2016.


</page>
<page>

During 1995, the Company entered into an agreement with the City of Camilla,
Georgia whereby the City agreed to construct a power substation primarily for
the Company.  The Company has agreed to service the debt incurred by the City
to construct these facilities under the condition that the city provide an
adequate power supply to the processing plant.  If the City is unable to
provide an adequate power supply, the Company is not obligated to repay this
debt.  The total cost and debt associated with these facilities was
approximately $205,000.  The Company has agreed to make payments of
approximately $41,000 per annum through June 2005.

The Company has entered into an agreement with the City of Camilla, Georgia to
construct an additional wastewater treatment facility to service the processing
plant.  Under the terms of the agreement, the Company is responsible for the
estimated total cost of the facility of approximately $2.1 million less any
grant money received by the City of Camilla to fund this project.  The Company
will be required to reimburse the City over a 20-year period for costs incurred
in excess of grants received.  Additionally, the Company will be required to
pay for the maintenance and operations of the facility.  Total facility charges
were $1,030,000 and $290,000 for years ended December 29, 2001 and December 30,
2000, respectively.

5.	INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At the date the Company was formed (March 27, 1993), Cagle's, Inc. transferred
their investment of approximately $894,000 (50% of the outstanding stock) in a
grain elevator corporation to the Company.  The investment is being accounted
for under the equity method.  The unaudited, undistributed income for the years
ended December 30, 2001 and 2000 from this affiliate allocated to the Company
was approximately $348,000 and $270,000, respectively.  The Company received
distributions of $313,000 and $339,000 during 2001 and 2000, respectively.  The
Company purchased, at prices approximating market, $28.4 million and $28.7
million in feed ingredients from this affiliate during 2001 and 2000,
respectively.

Effective December 1995, Cagle's Inc.; Executive Holdings, L.P.; and the
Company formed Cagle Foods Credit, L.L.C. (the "Credit Company").  Each
Company made capital contributions of $3,000.  Effective July 1, 1998,
Cagle's-Keystone Foods, L.L.C. became a member of the Credit Company, at
which time Cagle's-Keystone made a capital contribution of $14,000.  The
Credit Company was formed for the purpose of financing the facilities of the
Company's and Cagle's-Keystone Foods' contract growers.  The investment is
being accounted for under the equity method.  The undistributed income from
this affiliate allocated to the Company was approximately $237,000 in 2001
and $104,000 in 2000.  The Company received distributions of $31,000 annually
during 2001 and 2000.

The Credit Company has a loan agreement for a $37.7 million revolving loan
facility at variable interest rates.  The Company and Kentucky have guaranteed
the borrowings under the loan agreement.  The Credit Company has received
advances of approximately $26.3 million and $36.1 million on the revolving
loan facility as of December 29, 2001 and December 30, 2000, respectively.
The revolving loan facility requires monthly installments.  The Credit Company
is required to make a final balloon payment in September 2002.  The Credit
Company is in the process of refinancing the loan balance.

The Credit Company has consumer loans receivable of approximately $27.3 million
and $34.9 million at December 29, 2001 and December 30, 2000, respectively.
The Credit company has total assets of approximately $27.9 million and total
liabilities of approximately $26.8 million as of December 29, 2001, and net
income of approximately $949,000 and $416,000 for the years ended December 29,
2001 and December 30, 2000.

</page>
<page>


6.	BENEFIT PLANS

Substantially all of the Company's union employees are covered by a union-
sponsored, multi-employer defined benefit plan to which the Company contributes
amounts specified by the union contract.  A separate actuarial valuation for
this plan is not made for the Company.  Accordingly, information with respect
to accumulated plan benefits and net assets available for benefits is not
presented.  Under the Employee Retirement Income Security Act of 1974, as
amended in 1980, an employer, upon withdrawal from a multi-employer plan, is
required in certain cases to continue funding its proportionate share of the
plan's unfunded, vested benefits.  As of November 1, 1997, the union contract
was renegotiated and as a result, pension benefits were increased by
approximately 25%.  Amounts paid for pension benefits for union employees
totaled approximately $415,000 in 2001 and $434,000 in 2000.

The Company also has a 401(k) retirement plan for employees not covered under
the collective bargaining agreement.  Under the plan, the Company contributes
up to 2% of participating employees' salaries.  Amounts contributed by the
Company to the 401(k) plan totaled approximately $52,000 in 2001 and $54,000
in 2000.


7. CONTINGENCIES

The Company is a party to various lawsuits in the ordinary course of doing
business.  The Company intends to defend these matters vigorously.  The outcome
of such lawsuits cannot presently be determined, but is not expected to have a
material impact on the Company's financial position or results of operations.
Accordingly, no provision for any loss that may result from such lawsuits has
been made in the accompanying financial statements.

</page>




1