U.S. Department of Agriculture

Grain Inspection, Packers and Stockyard Administration

Packers and Stockyards Programs

ANNUAL REPORT OF PACKERS	This block (which appears to relate to reporting requirements and fines) is illegible on all copies received by DOJ.
INSTRUCTIONS: This report must be filed by any individual, partnership, corporation, or association, as determined by the Secretary, that is engaged in the business of a Packer as that term is defined in the Packers and Stockyards Act, 1821, and should be returned not later than April 15 following calendar year and or 90 days after close of fiscal period if business is on other than a calendar year basis. If space provided in any item is not sufficient, attach additional sheets containing the information and make reference to the relevant Section and item number.

See enclosed instructions before completing this report.	This block (which appears to relate to reporting requirements and fines) is illegible on all copies received by DOJ.
REPORT FOR YEAR ENDED: December 31, 19 __
IF NOT FOR CALENDAR YEAR, INDICATE PERIOD COVERED: 4-29-01
RETURN COMPLETED REPORT TO:

USDA, GIPSA

PACKERS AND STOCKYARDS PROGRAMS

100 ALABAMA STREET SW, SUITE 5R10

ATLANTA, GA 30303
CERTIFICATION: I certify that the following report has been prepared by me or under my direction, and that to the best of my knowledge and belief, said report correctly reflects the operations of the reporting packer.
DATE 6-28-01	TITLE Asst. VP Corp-Accting	SIGNATURE (Owner, partner, or corporate officer if a corporation)

"/s/" Raymond L. Edwards
SECTION 1 GENERAL INFORMATION
1. NAME AND ADDRESS OF PACKER (Include ZIP Code)

Gwaltney of Smithfield

P. O. Box 489

Smithfield, VA 23431	1a. TELEPHONE NUMBER

757-357-3131	2a. TYPE OF ORGANIZATION (check one)

_ INDIVIDUAL X CORPORATION _PARTNERSHIP _ OTHER(specify)
2b. IF A CORPORATION, STATE IN WHICH INCORPORATED: DE	2C DATE INCORPORATED

9/14/81
3a DID ANY CHANGE IN ORGANIZATION TAKE PLACE IN THE YEAR? __YES X NO	3b IF "YES", GIVE DETAILS
3c DID YOU ACQUIRE ANY PLANTS THROUGH PURCHASE, MERGER, LEASE, ETC., DURING REPORTING PERIOD? X YES __ NO	3d DID YOU SELL OR LEASE ANY PLANTS TO OTHERS DURING REPORTING PERIOD? __ YES X NO
3e DID YOU OPEN OR PERMANENTLY CLOSE ANY PLANTS DURING REPORTING PERIOD? X YES __ NO IF YES, F.I. NO. AND TYPE OF CHANGE
Closed Coddle Roasted Meats in January 2001
4a ACTIVITIES ENGAGED IN: X Slaughtering ___ Fabricating X Further Processing
5. OWNERS, PARTNERS, OFFICERS, AND DIRECTORS
NAME	TITLE	Percent of

ownership	Social Security Number	HOME ADDRESS (Street and no., city, state, and ZIP code)
See Attached
6. IF REPORTING COMPANY IS OWNED OR CONTROLLED BY ANY CORPORATIOON OR INDIVIDUAL OTHER THAN THOSE LISTED UNDER ITEM 6 ABOVE, GIVE NAME AND ADDRESS OF SUCH CORPORATION OR INDIVIDUAL:
7. SUBSIDIARIES AND AFFILIATED COMPANIES WHOSE OPERATIONS ARE INCLUDED IN THIS REPORT (Include in all appropriate portions of report TOTAL (illegible) of ALL subsidiaries and affiliated companies listed in this Item.)
NAME OF COMPANY	LOCATION (City and state)	NATURE OF BUSINESS	PERCENTAGE OF CONTROL

BY REPORTING COMPANY
Hancock's Old Fashioned Country Hams, Inc.	Franklinville, NC	Meat Processing	100
8. SUBSIDIARIES AND AFFILIATED COMPANIES WHOSE OPERATIONS ARE NOT INCLUDED IN THIS REPORT (Except for that [Illegible] reported in Question 5.)
NAME OF COMPANY	LOCATION (City and state)	NATURE OF BUSINESS	PERCENTAGE OF CONTROL

BY REPORTING COMPANY
See Attached
NON-CONFIDENTIAL VERSION

REDACTED PURSUANT TO STIPULATED

PROTECTIVE ORDER GOVERNING CONFIDENTIAL

INFORMATION ENTERED JUNE 17, 2003

SECTION 1.
9. OWNERS, PARTNERS, OFFICERS, AND DIRECTORS OF REPORTING COMPANY WHO ARE PARTNERS, OFFICERS OR DIRECTORS IN, OR CONTROL OTHER FIRMS ENGAGED IN SLAUGHTERING LIVESTOCK OR POULTRY, MANUFACTURING OR PREPARING MEAT OR MEAT FOOD PRODUCTS, MARKETING AT WHOLESALE OR RETAIL, MEAT OR MEAT FOOD PRODUCTS, OPERATING A STOCKYARD, MARKET AGENCY, OR DEALER ORGANIZATION HANDLING LIVESTOCK OR LIVE POULTRY; OR FEEDING LIVESTOCK OR POULTRY
NAME	POSITION IN REPORTING COMPANY	POSITION

AND OWNERSHIP INTEREST

IN OTHER

COMPANY	NAME OF

OTHER COMPANY	LOCATION OF OTHER

COMPANY

(City and state)	NATURE OF BUSINESS OF

OTHER COMPANY
See Attached
SECTION 2. BEEF FABRICATION AND HOG CUTTING AND PROCESSING
1a DO YOU FABRICATE STEER AND HEIFER CARCASSES INTO PRIMAL OR SUBPRIMAL CUTS, VACUUM PACKED AND COMMONLY REFERRED TO AS BOXED BEEF? __ YES X NO (IF YES, COMPLETE THIS SECTION)
NAME AND LOCATION OF PLANT	INSPECTION

NUMBER	NUMBER OF CARCASSES

FABRICATED INTO BOXED BEEF	TOTAL POUNDS OF

BOXED BEEF

(exclude trimmings

and ground beef)
FROM OWN

SLAUGHTER	FROM OUTSIDE

PURCHASES
TOTAL
1b DO YOU FABRICATE COW AND BULL CARCASSES INTO PRIMAL OR SUBPRIMAL CUTS, VACUUM PACKED AND COMMONLY REFERRED TO AS BOXED BEEF? __ YES X NO (IF YES, COMPLETE THIS SECTION)
NAME AND LOCATION OF PLANT	INSPECTION

NUMBER	NUMBER OF CARCASSES

FABRICATED INTO BOXED BEEF	TOTAL POUNDS OF

BOXED BEEF

(exclude trimmings

and ground beef)
FROM OWN

SLAUGHTER	FROM OUTSIDE

PURCHASES
TOTAL
2. DO YOU CUT OR FURTHER PROCESS HOG CARCASSES X YES __ NO (IF YES, COMPLETE THIS SECTION)
NAME AND LOCATION OF PLANT	NUMBER OF CARCASSES	CUT AND SHIP	FURTHER PROCESS	TOTAL POUNDS
Gwaltney of Smithfield - Smithfield, VA	REDACTED	REDACTED

SECTION 3. LIVESTOCK SLAUGHTERING AND PROCESSING OPERATIONS (include your livestock slaughtering operations and those of the subsidiaries and affiliated companies listed in Section 1, item 7)
1. ALL LIVESTOCK SLAUGHTERED BY PLANT (Including item 2 of this section.)
NAME AND LOCATION OF PLANT	TYPE OF

INSPECTION

AND PLANT NO

(Federal, state, city)	NUMBER OF HEAD SLAUGHTERED
CATTLE	CALVES	HOGS	SHEEP	OTHER
Steers and Heifers	Cows and Bulls
Gwaltney of Smithfield, Smfd. VA	Fed 221A	REDACTED
Hancock Hams, Franklinville, NC	Fed 1477	REDACTED
TOTAL
2. LIVESTOCK CUSTOM SLAUGHTERED BY YOU FOR OTHERS

(Report for individual firms for when you slaughtered 100 head or more)
NAME AND LOCATION OF FIRMS FOR WHOM SLAUGHTERED
N/A
TOTAL VOLUME OF INDIVIDUAL FIRMS SLAUGHTERED LESS THAN 100 HEAD
TOTAL
3. LIVESTOCK CUSTOM SLAUGHTERED FOR YOU BY OTHERS

(Report for individual firms who slaughtered 100 head or more for you)
NAME AND LOCATION OF FIRMS FOR WHOM SLAUGHTERED
N/A
TOTAL VOLUME OF INDIVIDUAL FIRMS SLAUGHTERED LESS THAN 100 HEAD
TOTAL
4. LIST TOP THREE OUT OF STATE CUSTOMERS YOU SOLD EDIBLE PRODUCT TO DURING THE YEAR
NAME	ADDRESS	DOLLAR VOLUME
REDACTED	REDACTED	REDACTED
REDACTED	REDACTED	REDACTED
REDACTED	REDACTED	REDACTED
SECTION 4. PROCUREMENT OF LIVESTOCK FOR SLAUGHTER. Include your slaughter livestock procurement activities and those of the subsidiaries and affiliated subsidiaries reported in Section 1, Item 7 -- If you reported two or more plants under Section 3, Item 1, then submit a separate Supplemental Report (FORM P&SP-125-1) for each plant. Item 1 through 11, report numbers of livestock by species.
ITEM	NUMBER OF HEAD SLAUGHTERED
LIVESTOCK PURCHASED

BOTH LIVE WEIGHT AND CARCASS WEIGHT PURCHASED	CATTLE
Steers and Heifers	Cows and Bulls	CALVES	HOGS	SHEEP	OTHER
1. LIVESTOCK ON HAND FOR SLAUGHTER OR FEEDING AT THE BEGINNING OF THE REPORTING PERIOD.	REDACT
ED	REDACT
ED
2. LIVESTOCK TRANSFERRED FROM FEEDING.
3. LIVESTOCK PURCHASED FOR SLAUGHTER DIRECTLY AT THE PACKING PLANT, BUYING STATIONS, COUNTRY POINTS, AND FEEDLOTS.	REDACT
ED	REDACT
ED
4. LIVESTOCK PURCHASED AT AUCTION MARKETS, VIDEO SLAES, AND TERMINAL STOCKYARDS.

SECTION 4. (Continued) – PROCUREMENT OF LIVESTOCK FOR SLAUGHTER. Include your slaughter livestock procurement activities and those of the subsidiaries and affiliated subsidiaries reported in Section 1, Item 7 -- If you reported two or more plants under Section 3, Item 1, then submit a separate Supplemental Report (FORM P&SP-125-1) for each plant. Item 1 through 11, report numbers of livestock by species.
ITEM	NUMBER OF HEAD SLAUGHTERED
LIVESTOCK PURCHASED

BOTH LIVE WEIGHT AND CARCASS WEIGHT PURCHASED	CATTLE
Steers and Heifers	Cows and Bulls	CALVES	HOGS	SHEEP	OTHER
5. LIVESTOCK PURCHASED FROM OTHER PACKERS	REDACT
ED
6. LIVESTOCK SOLD	REDACT
ED
7. LIVESTOCK ON HAND FOR SLAUGHTER OR FEEDING AT THE END OF THE REPORTING PERIOD	REDACT
ED
8. TOTAL LIVESTOCK SLAUGHTERED	REDACT
ED
9. OF TOTAL LIVESTOCK SLAUGHTERED, NUMBER PURCHASED AND PAID FOR ON A PACKED WEIGHT OR A CARCASS MERIT BASIS	REDACT
ED
10. DO YOU OWN OR OPERATE A SCALE ON WHICH YOU WEIGHT LIVESTOCK PURCHASED FOR SLAUGHTER X YES ___NO
11. DO YOU USE ANY TYPE OF ELECTRONIC EVALUATION DEVICE (other than a scale) FOR PAYMENT DETERMINATION? X YES ___NO IF YES, TYPE OF EQUIPMENT AND MANUFACTURER.

Fat-o-meter

SFK Technology A/S

Saborg, Denmark
SECTION 5 - LIVESTOCK FEEDING AND CONTRACTING ACTIVITIES (Include your domestic livestock feeding activities and those of the subsidiaries and affiliated companies reported in Section 1 Item 7.)
1. LIVESTOCK FED BY YOU.	NUMBER OF HEAD (removed from food for slaughter during reporting period)
STEERS AND HEIFERS	COWS AND BULLS	CALVES	HOGS	SHEEP
REDACTED
2. LIVESTOCK OWNED BY YOU, BUT FED BY OTHERS

N/A	NUMBER OF HEAD (removed from food for slaughter during reporting period)
STEERS AND HEIFERS	COWS AND BULLS	CALVES	HOGS	SHEEP
3. COMPLETE SEPARATE FORM FOR EACH PLANT AND SPECIES (To be completed for all plants where firms annual herd slaughter is greater than 100,000 steers and heifers, 100,000 sheep, or 1,000,000 hogs)
DELIVERY

DATE	CONTRACT1/	MARKETING

AGREEMENTS2/	PACKER FED 3/	OTHER 4/	TOTAL SLAUGHTERED

FOR MONTH
JANUARY 01	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
FEBRUARY 01	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
MARCH 01	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
APRIL 01	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
MAY 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
JUNE 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
JULY 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
AUGUST 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
SEPTEMBER 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
OCTOBER 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
NOVEMBER 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
DECEMBER 00	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
TOTAL	REDACTED	REDACTED	REDACTED	REDACTED	REDACTED
1/ FIXED PRICE OR PARTS CONTRACT.

2/ AGREEMENT TO PURCHASE LIVESTOCK AT A FUTURE DATE WITH THE PRICE TO BE DETERMINED AT OR AFTER THE TIME OF SLAUGHTER.

3/ INCLUDE ALL COMPANY OWNED CATTLE FED FOR SLAUGHTER, WHETHER CUSTOM FED OR FED IN A COMPANY OWNED OR OPERATED LOT AND ANY PARTNERSHIP, JOINT VENTURE, OR OTHER FEEDING ARRANGEMENT.

4/ ANY LIVESTOCK PURCHASED OVER TWO WEEKS IN ADVANCE OF SLAUGHTER AND NOT LISTED IN COLUMNS 1, 2, OR 3.

SECTION 6 – FINANCIAL INFORMATION (Complete this Section as of the end of the reporting period including financial information for all subsidiaries and affiliated companies listed in Section 1 Item 7. IN ADDITION, complete this Section for EACH of these subsidiaries and affiliated companies engaged in slaughtering of livestock.)

NOTE: A copy of financial statements or audit report, if available for the period covered by this report, may be furnished in lieu of the Balance Sheet and Statement of Income information below, PROVIDED information requested herein but not shown in such statements or reports is furnished under this section.
SUBSIDIARY NAME (If applicable): Fiscal Year Ending: April 24
(numbers in thousands)
1. STATEMENT OF INCOME

A. SALES:

Gross Sales Less Sales Returns and Allowance:

Meat and Meat Food Products (Include all edible products and byproducts)	$	REDACTED	101	REDACTED
Other (Include all other sales)	REDACTED	102	REDACTED
NET SALES	103	$	REDACTED
B. COST OF SALES:

Opening inventory	$	REDACTED	104	REDACTED
Livestock Purchases	REDACTED	105	REDACTED
Meat and Meat Food Products Purchased	REDACTED	106	REDACTED
Other Purchases	REDACTED	107	REDACTED
$	REDACTED	108	REDACTED
Less: Closing Inventory	REDACTED	109	REDACTED
TOTAL COST OF SALES	110	$	REDACTED
GROSS INCOME	111	$	REDACTED
C. OPERATING EXPENSES:

Manufacturing	$	REDACTED	112	REDACTED
Advertising	REDACTED	113	REDACTED
Sales Promotion	REDACTED	114	REDACTED
Sales Brokerage	REDACTED	115	REDACTED
Billing (other than above)	REDACTED	116	REDACTED
Delivery	REDACTED	117	REDACTED
General and Administrative	REDACTED	118	REDACTED
Depreciation and Amortization	REDACTED	119	REDACTED
Interest	REDACTED	120	REDACTED
Consulting Fees	REDACTED	121	REDACTED
Other	REDACTED	122	REDACTED
TOTAL OPERATION EXPENSES	123	$	REDACTED
OPERATING INCOME (LOSS)	124	$	REDACTED
D. OTHER INCOME:

Interest	$	REDACTED	125	REDACTED
Other (Specify)	REDACTED	126	REDACTED
REDACTED	127	REDACTED
TOTAL OTHER INCOME	128	$	REDACTED
TOTAL INCOME	129	$	REDACTED
E. DEDUCTIONS

(Specify)	$	REDACTED	130	REDACTED
REDACTED	131	REDACTED
TOTAL DEDUCTIONS	132	$	REDACTED
INCOME (LOSS) BEFORE INCOME TAXES	133	$	REDACTED
F. PROVISION FOR INCOME TAXES:

Current	$	REDACTED	134	REDACTED
Deferred	REDACTED	135	REDACTED
TOTAL INCOME TAX	136	$	REDACTED
NET INCOME (LOSS)	137	$	REDACTED
G. Retained Earnings/Owners' Capital at Beginning of Period	REDACTED	138	$	REDACTED
Additions to Owners' Capital – if unincorporated (+)	REDACTED	139	$	REDACTED
Dividends Declared/Owners' Withdrawals (-)	$	REDACTED	140	REDACTED
Other Deductions (Specify) (-)	REDACTED	141	REDACTED
NET ADJUSTMENT	142	$	REDACTED
Retained Earnings/Owners' Capital at End of Period	REDACTED	143	$	REDACTED

SECTION 6 – FINANCIAL INFORMATION (cont'd.)
SUBSIDIARY NAME (if applicable): Fiscal Year Ending: 4-29-01
2. BALANCE SHEET – ASSETS (numbers in thousands)
A. COMMENT ASSETS

Cash on Hand and in Banks

(Enter overdraft on next page under Current Liabilities)	$	REDACTED	201	REDACTED
Temporary Cash Investments (Marketable securities, certificates of deposit, commercial paper, etc.)	REDACTED	202	REDACTED
Accounts Receivable:

From Trade	203 $	REDACTED	REDACTED	REDACTED
From Others (Owners, officers, employees, subsidiaries and affiliated companies)	204	REDACTED	REDACTED	REDACTED
205	REDACTED	REDACTED	REDACTED
Less Allowance for Doubtful Accounts	206	REDACTED	REDACTED	207	REDACTED
Notes and Loans Receivable (This within 1 year):

Due from Subsidiaries and Affiliated Companies	208 $	REDACTED	REDACTED	REDACTED
Due from Owners, Directors, Officers, Stockholders	209	REDACTED	REDACTED	REDACTED
Due from Others	210	REDACTED	REDACTED	211	REDACTED
Inventories

Livestock	212 $	REDACTED	REDACTED	REDACTED
Meat and Meat Food Products	213	REDACTED	REDACTED	REDACTED
Other Inventories	214	REDACTED	REDACTED	215	REDACTED
Advances Made on Livestock and Meat	REDACTED	216	REDACTED
Prepaid Expenses (Rent, Insurance, Etc.)	REDACTED	217	REDACTED
Other Current Assets	REDACTED	218	REDACTED
TOTAL CURRENT ASSETS	$	219	REDACTED
B. INVESTMENTS
Subsidiaries and Affiliated Companies (Section 1, Item 7 only)	$	REDACTED	220	REDACTED
Other	REDACTED	221	REDACTED
TOTAL INVESTMENTS	$	222	REDACTED
C. FIXED ASSETS:
Land	$	REDACTED	223	REDACTED
Buildings, Equipment, and Other Fixed Assets	224 $	REDACTED	REDACTED
Less Accumulated Depreciation and Amortization	225	REDACTED	REDACTED	226	REDACTED
NET FIXED ASSETS	$	227	REDACTED
D. OTHER ASSETS:
Notes Receivable (Due after 1 year)	$	REDACTED	228	REDACTED
Goodwill, Patents, Trade-marks	REDACTED	229	REDACTED
Other Assets (Specify) REDACTED	REDACTED	230	REDACTED
REDACTED	231	REDACTED
TOTAL OTHER ASSETS	$	232	REDACTED
TOTAL ASSETS	$	233	REDACTED
FORM P&SP-125 Page 6 of 7

SECTION 6 – FINANCIAL INFORMATION (cont'd.)
SUBSIDIARY NAME (if applicable): Fiscal Year Ending: 4-29-01
3. BALANCE SHEET – LIABILITIES AND OWNERS' EQUITY (numbers in thousands)
A. CURRENT LIABILITIES
Bank Overdraft (For bonds)	$	REDACTED	301
Accounts Payable – Livestock	REDACTED	302
Accounts Payable – Meat and Other	REDACTED	303
Notes and Loans Payable (Due within 1 year)	REDACTED
Due to Banks, Financing and Lending Companies	304	$	REDACTED
Due to Subsidiaries and Affiliated Companies	305	REDACTED
Due to Owners, Directors, Officers, Stockholders	306	REDACTED
Due to Others	307	REDACTED	308
Accrued Liabilities	REDACTED	309
Accrued Federal and Other Income Taxes	REDACTED	310
Accrued Other Taxes	REDACTED	311
Other Current Liabilities	REDACTED	312
TOTAL CURRENT LIABILITIES	$	313
B. LONG-TERM LIABILITIES (Due after 1 year):
Due to Banks, Financing and Lending Companies	$	REDACTED	314	REDACTED
Due to Subsidiaries and Affiliated Companies	REDACTED	315	REDACTED
Due to Owners, Directors, Officers, Stockholders	REDACTED	316	REDACTED
Due to Others	REDACTED	317	REDACTED
TOTAL LONG-TERM LIABILITIES	$	318	REDACTED
TOTAL LIABILITIES	$	319	REDACTED
C. DEFERRED INCOME TAXES	$	320	REDACTED
D. OWNERS' EQUITY:

If Incorporated:
Capital Stock – Preferred and Common	$	REDACTED	321
Additional Paid-In Capital	REDACTED	322
Retained Earnings	323	REDACTED	REDACTED
Less Cost of Treasury Stock	324	REDACTED	REDACTED
Total Retained Earnings	REDACTED	325
If Unincorporated:	REDACTED
Owners' Capital – Net of Withdrawals	$	REDACTED	326
TOTAL OWNERS' EQUITY	$	327	REDACTED
TOTAL LIABILITIES & OWNERS' EQUITY	$	328	REDACTED
4. ITEMS A AND B BELOW ARE TO BE COMPLETED BY PACKERS BUYING LIVESTOCK FOR SLAUGHTER (numbers in thousands)
A. BOND INFORMATION

NOTE: Include Total Purchase Price of ALL Livestock Purchased
1. Total livestock purchased for feeding	REDACTED	401
2. Total livestock purchased for slaughter	REDACTED	402
TOTAL LIVESTOCK PURCHASED	REDACTED	403
B. – ACCOUNTS RECEIVABLE AND/OR INVENTORY FINANCING ARRANGEMENT(S)
1. As of the end of the reporting period, were Accounts Receivable and/or Inventories, or any part thereof, pledged, assigned, or hypothecated as collateral under a financing or loan agreement? (If answer is "YES", complete questions 2 thru 8.)	2. Names and addresses of financial lending institutions having security interests:
(If the answer if YES, fully explain.)	404	X YES	405	___ NO	406	Chase Manhattan Bank
407	New York, NY
408
409
3. Are Inventories collateralized under the agreement?	410	X YES	411	___ NO	4. Are Accounts Receivable collateralized under the agreement?	412	X YES	413	___ NO
5. Enter borrowing limit under this agreement:

All Subs Not to Exceed	414	$	REDACTED	6. Enter borrowing payable as of the end of the reporting period:

All Subs Combined	415	$	REDACTED
7. Are any Company owners, directors, officers, or stockholders named as a guarantor under the agreement?
8. If Company is a subsidiary of another, is the First Company named as a guarantor under the agreement?
416	___ YES	417	X NO	418	___ Not applicable	419	X YES	420	___NO	421	___ Not applicable
9. Restrictions and agreements under financing or loan agreement
(a) Minimum Cash balance to be maintained on deposit	REDACTED	422
(b) Minimum working capital ratio to be maintained (give ratio)	REDACTED	423
(c) Others (describe)	REDACTED	424
10. Names and locations of banks used for livestock payments (Attach list if additional space is needed): James River Bank, Smithfield, VA; Chase Manhattan Bank, New York, NY

GWALTNEY OF SMITHFIELD, LTD.

PACKERS & STOCKYARD REPORT - 2001

Section 1, Item 5

Joseph W. Luter, III

Chairman and CEO

200 Commerce Street

Smithfield, VA 23430

Timothy A. Seely

President and COO

100 Commodore Lane

Smithfield, VA 23430

Charles L. Pope

Chief Financial Officer

113 West Landing

Williamsburg, VA 23185

Michael H. Cole

Corporate Council

712 Botetourt Gardens

Norfolk, VA 23501

Thomas L. Evans

Vice President, Product Quality and Development

106 Mariners Circle

Smithfield, VA 23430

Norman Fisher

Vice President, Industrial Relations and Human Resources

1475 Cherry Grove Road

Suffolk, VA 23432

Robert E. Bogaard

Assistant Vice President, Operations

104 S. James Landing Court

Smithfield, VA 23430

P. Lin Gupton

Vice President, Food Service

903 Smithfield Blvd.

Smithfield, VA 23430

Cary W. Jones

Asst. Vice President, Plant Engineering and Maintenance

14144 Racetrack Road

Ivor, VA 23866

Larry R. Sookford

Asst. Vice President, Financial Analysis

3816 Pine Road

Portsmouth, VA 23703

Walter H. Voorhees, II

Vice President, Food Safety & HACCP

104 Royal Dornoch

Smithfield, VA 23430

Steven P. Wright

Vice President, Finance

3410 Princeview Drive

Suffolk, VA 23434

Ronald W. Marsh

Vice President, Sales & Marketing, Processed Meats

112 Tradewinds Drive

Yorktown, VA 23693

Robert A. Darrell

Vice President, Sales & Marketing, Fresh Meats

8020 Club House Road

Suffolk, VA 23433

Robin W. Bissell

Vice President, Esskay Division

9 Burnbrae Road

Towson, MD 21204

Theodore Arven Jr.

Vice President & General Manager, Valleydale

8302 Northwalk Drive

Roanoke, VA 24019

James W. Porter

Asst. Vice President, International Sales

11254 Magnolia Place

Smithfield, VA 23430

David R. Hovey

Vice President, Transportation

105 Capper Creek Court

Smithfield, VA 23430

GWALTNEY OF SMITHFIELD, LTD.

PACKERS & STOCKYARD REPORT - 2001

Section 1, Item 8

Name of Company	Location	Nature of Business	Percentage of Control

By Reporting Company
Smithfield Packing Co., Inc.	Smithfield, VA	Meat Processing	0
John Morrell & Co.	Cincinnati, OH	Meat Processing	0
Patrick Cudahy Incorporated	Cudahy, WI	Meat Processing	0
Brown's of Carolina	Warsaw, NC	Hog Production	0
Northside Foods, Corp.	Arnold, PA	Meat Processing	0
Circle Four Farms	Milford, UT	Hog Production	0
Schneiders Corporation	Kitchner, Ontario	Meat Processing	0
Societe Bretonne De Salaisons	Landivisiau, France	Meat Processing	0
SF Investments, Inc.	Wilmington, DE	Investments	42
Esskay Investments, Inc.	Wilmington, DE	Investments	100
Animax	Warsaw, Poland	Meat Processing	0
Carroll's Foods, Inc.	Warsaw, NC	Hog Production	0
Carroll's Foods of Virginia	Waverly, VA	Hog Production	0
Murphy Farms	Rose Hill, NC	Hog Production	0
Smithfield Inn Corp.	Smithfield, VA	Bed & Breakfast	0
Smithfield Packing Transportation Co.	Smithfield, VA	Transportation	0

GWALTNEY OF SMITHFIELD, LTD.

PACKERS & STOCKYARD REPORT - 2001

Section 1, Item 9

Name	Position in

Reporting

Company	Position and

Ownership

Interest

In Other

Company	Name of Other Company	Location	Nature of Business
Joseph W. Luter, III	Chairman & CEO	Director	Luter Packing Company	Laurinburg,NC	Pork Processing
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	The Smithfield Packing Co., Inc.	Smithfield, VA	Pork Slaug/Proc/Sale
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Patrick Cudahy Incorporated	Cudahy, WI	Pork Proc/Sales
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	John Morrell & co.	Cincinnati, OH	Pork Slaug/Proc/Sale
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Brown's of Carolina, Inc.	Warsaw, NC	Hog Production
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Northside Foods, Inc.	Arnold, PA	Pork Proc/Sales
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Circle Four Farms	Milford, UT	Hog Production
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Carroll's Foods, Inc.	Warsaw, NC	Hog Production
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Carroll's Foods of Virginia, Inc.	Waverly, VA	Hog Production
Joseph W. Luter, III	Chairman & CEO	Chairman & CEO	Murphy Farms, Inc.	Rose Hill, NC	Hog Production
Charles L. Pope	Chief Finan. Officer	Treasurer	The Smithfield Packing Co., Inc.	Smithfield, VA	Pork Slaug/Proc/Sale
Charles L. Pope	Chief Finan. Officer	Treasurer	Patrick Cudahy Incorporated	Cudahy, WI	Pork Proc/Sales
Charles L. Pope	Chief Finan. Officer	Treasurer	John Morrell & co.	Cincinnati, OH	Pork Slaug/Proc/Sale
Charles L. Pope	Chief Finan. Officer	Treasurer	Brown's of Carolina, Inc.	Warsaw, NC	Hog Production
Charles L. Pope	Chief Finan. Officer	Treasurer	Northside Foods, Inc.	Arnold, PA	Pork Proc/Sales
Charles L. Pope	Chief Finan. Officer	Treasurer	Circle Four Farms	Milford, UT	Hog Production
Charles L. Pope	Chief Finan. Officer	Treasurer	Carroll's Foods, Inc.	Warsaw, NC	Hog Production
Charles L. Pope	Chief Finan. Officer	Treasurer	Carroll's Foods of Virginia, Inc.	Waverly, VA	Hog Production
Charles L. Pope	Chief Finan. Officer	Treasurer	Murphy Farms, Inc.	Rose Hill, NC	Hog Production
Michael H. Cole	Corporate Council	Secretary	The Smithfield Packing Co., Inc.	Smithfield, VA	Pork Slaug/Proc/Sale
Michael H. Cole	Corporate Council	Secretary	Patrick Cudahy Incorporated	Cudahy, WI	Pork Proc/Sales
Michael H. Cole	Corporate Council	Secretary	John Morrell & co	Cincinnati, OH	Pork Slaug/Proc/Sale
Michael H. Cole	Corporate Council	Secretary	Brown's of Carolina, Inc.	Warsaw, NC	Hog Production
Michael H. Cole	Corporate Council	Secretary	Northside Foods, Inc.	Arnold, PA	Pork Proc/Sales
Michael H. Cole	Corporate Council	Secretary	Circle Four Farms	Milford, UT	Hog Production
Michael H. Cole	Corporate Council	Secretary	Carroll's Foods, Inc.	Warsaw, NC	Hog Production
Michael H. Cole	Corporate Council	Secretary	Carroll's Foods of Virginia, Inc.	Waverly, VA	Hog Production
Michael H. Cole	Corporate Council	Secretary	Murphy Farms, Inc.	Rose Hill, NC	Hog Production