<PAGE>

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

                                   FORM 10-Q/A

                          Amendment No. 2 to Form 10-Q

(Mark One)

[X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the quarterly period ended June 30, 2003*

                                       or

[ ]    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the transition period from _______________ to ________________.

                        Commission file number 333-84486

                               LAND O'LAKES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                    Minnesota                                 41-0365145
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of                   (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

           4001 Lexington Avenue North
             Arden Hills, Minnesota                             55112
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                  (Zip Code)

                                 (651) 481-2222
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

      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 [ ] No [X]

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12-b-2 of the Act). Yes [ ] No [X]

      The number of shares of the registrant's common stock outstanding as of
July 31, 2003: 1,104 shares of Class A common stock, 4,950 shares of Class B
common stock, 192 shares of Class C common stock, and 1,140 shares of Class D
common stock.

      Land O'Lakes, Inc. is a cooperative. Our voting and non-voting common
equity can only be held by our members. No public market for voting and
non-voting common equity of Land O'Lakes, Inc. is established and it is
unlikely, in the foreseeable future, that a public market for our voting and
non-voting common equity will develop.

      We maintain a website on the Internet through which additional information
about Land O' Lakes, Inc. is available. Our website address is
www.landolakesinc.com. Our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, press releases and earnings releases are
available, free of charge, on our website when they are released publicly or
filed with the SEC.

      *Although Land O'Lakes, Inc. is not currently required to file this
Quarterly Report on Form 10-Q/A pursuant to Section 13 or 15(d), we are filing
voluntarily.

<PAGE>

                                EXPLANATORY NOTE

      This Amendment No. 2 to the Land O'Lakes, Inc. (the "Company") quarterly
report filed on Form 10-Q for the quarterly period ended June 30, 2003 is being
filed solely to reflect the restatement of the Company's consolidated financial
statements due to accounting errors it identified at its Carlisle, PA dairy
facility and reported in its dairy foods segment. The Company announced in June
2004 that it planned to restate financial results for certain periods to reflect
the adjustments necessary to correct these errors. This Amendment No. 2 includes
our restated consolidated financial statements as of June 30, 2003 and December
31, 2002 and for the three months and six months ended June 30, 2003 and June
30, 2002. The adjustments relate primarily to the manner in which the Company's
Carlisle facility estimated and recorded monthly financial information. Because
all information required to be recorded was not known at month-end, the Carlisle
facility used an accounting model to estimate certain sales and cost of sales
and the related accounts receivable, accounts payable and inventory and recorded
financial information in accordance with the model. The accounts were not
properly reconciled in subsequent periods to reflect the actual results. Other
adjustments relate to accrual cutoffs and mathematical errors in inventory
calculations. The financial statement line items impacted thereby include net
sales, cost of sales, gross profit, earnings (loss) from operations, earnings
before income taxes, income tax expense, net earnings, receivables, inventories,
accounts payable, accrued expenses, deferred income taxes (included in other
assets and deferred tax liabilities), member equities, and retained earnings.
See Note 2 to Notes to Consolidated Financial Statements of Land O'Lakes, Inc.
included in Part 1, Item 1 "Financial Statements" of this Form 10-Q/A for
further information regarding the Company's restated financial results.

      These errors and related adjustments affect periods beginning with the
year ended December 31, 1997. The cumulative impact of these adjustments on net
earnings through March 31, 2004 was an overstatement of $18.7 million.
Concurrently with the filing of this Amendment No. 2, the Company is filing
amendments to its quarterly reports on Form 10-Q for the quarters ended March
31, 2003, September 30, 2003 and March 31, 2004, and to its annual report on
Form 10-K for the year ended December 31, 2003 to furnish restatements of the
financial statements or financial data as of and for the periods included in
such filings.

      For the convenience of the reader, this Amendment No. 2 sets forth in its
entirety the Company's Form 10-Q for the quarterly period ended June 30, 2003,
which was originally filed with the SEC on August 14, 2003 (the "Original
Filing") and was amended on April 26, 2004. The amended information includes the
restated consolidated financial statements and notes thereto for Land O'Lakes,
Inc. in Item 1 of Part 1, the restated financial results and comparisons in Item
2 of Part 1, and the evaluation of disclosure controls and procedures and
changes to internal controls in response to the discovery of the accounting
errors in Item 4 of Part 1. Except for the forgoing amended information, this
Amendment No. 2 continues to speak as of the date of the Original Filing and the
Company has not updated the disclosure contained herein to reflect any events
that occurred at a later date. All information contained in this Amendment No. 2
is subject to updating and supplementing as provided in the Company's periodic
reports filed with the Securities and Exchange Commission subsequent to the date
of the filing of the Original Filing.

      In connection with the filing of this Amendment No. 2 and pursuant to the
rules of the Securities and Exchange Commission, the Company is including with
this Amendment No. 2 certain currently dated certifications in Item 6.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                              PAGE
                                                                                                                              ----
<S>                                                                                                                           <C>
PART I. FINANCIAL INFORMATION..............................................................................................     4
Item I. Financial Statements...............................................................................................     4

LAND O'LAKES, INC (Restated)
Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002..........................................     4
Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002 (unaudited)................     5
Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)..........................     6
Notes to Consolidated Financial Statements (unaudited).....................................................................     7

LAND O'LAKES FARMLAND FEED LLC
Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002..........................................    23
Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002 (unaudited)................    24
Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)..........................    25
Notes to Consolidated Financial Statements (unaudited).....................................................................    26
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                                                                                                            <C>
PURINA MILLS, LLC
Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002..........................................    38
Consolidated Statements of Operations for the three months and six months ended June 30, 2003 and 2002 (unaudited).........    39
Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)..........................    40
Notes to Consolidated Financial Statements (unaudited).....................................................................    41

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................    45

Item 3. Quantitative and Qualitative Disclosures about Market Risk.........................................................    62

Item 4. Controls and Procedures............................................................................................    62

PART II. OTHER INFORMATION.................................................................................................    63

Item 1. Legal Proceedings..................................................................................................    63

Item 6. Exhibits and Reports on Form 8-K...................................................................................    63

SIGNATURES.................................................................................................................    65
</TABLE>

                                       3
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following information has been amended to reflect the restatement of our
consolidated financial statements as further discussed in "Explanatory Note" in
the forepart of this Form 10-Q/A and in Note 2 of Notes to Consolidated
Financial Statements of Land O'Lakes, Inc. included in Part 1, Item 1 of this
Form 10-Q/A.

                               LAND O'LAKES, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         RESTATED
                                                                                  JUNE 30,     DECEMBER 31,
                                                                                    2003           2002
                                                                               -------------   ------------
                                                                                      ($ IN THOUSANDS)
                                                                                        (UNAUDITED)
<S>                                                                            <C>             <C>
ASSETS

Current assets:
  Cash and short-term investments............................................  $      85,480   $     64,327
  Restricted cash............................................................         20,000             --
  Receivables, net...........................................................        371,765        545,378
  Receivable from legal settlement...........................................             --         96,707
  Inventories................................................................        485,086        446,600
  Prepaid expenses...........................................................         42,868        189,246
  Other current assets.......................................................         43,745         13,878
                                                                               -------------   ------------
      Total current assets...................................................      1,048,944      1,356,136

Investments..................................................................        598,461        545,592
Property, plant and equipment, net...........................................        563,085        579,860
Property under capital lease.................................................        101,388        105,736
Goodwill, net................................................................        315,545        323,413
Other intangibles............................................................        103,020        101,770
Other assets.................................................................        204,057        220,124
                                                                               -------------   ------------
      Total assets...........................................................  $   2,934,500   $  3,232,631
                                                                               =============   ============

LIABILITIES AND EQUITIES

Current liabilities:
  Notes and short-term obligations...........................................  $      52,138   $     37,829
  Current portion of long-term debt..........................................         65,814        104,563
  Current portion of obligation under capital lease..........................          8,867        108,279
  Accounts payable...........................................................        402,999        701,445
  Accrued expenses...........................................................        223,858        207,027
  Patronage refunds payable and other member equities payable................         10,770         12,388
                                                                               -------------   ------------
      Total current liabilities..............................................        764,446      1,171,531

Long-term debt...............................................................        972,980      1,007,308
Obligation under capital lease...............................................         94,808             --
Employee benefits and other liabilities......................................        104,210        104,340
Deferred tax liabilities.....................................................         19,605             --
Minority interests...........................................................         60,060         53,687
Equities:
  Capital stock..............................................................          2,147          2,190
  Member equities............................................................        858,559        858,996
  Retained earnings..........................................................         57,685         34,579
                                                                               -------------   ------------
      Total equities.........................................................        918,391        895,765
                                                                               -------------   ------------
Commitments and contingencies
      Total liabilities and equities.........................................  $   2,934,500   $  3,232,631
                                                                               =============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                               LAND O'LAKES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                         RESTATED
                                                            FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED
                                                                      JUNE 30,                                JUNE 30,
                                                             2003                2002                2003               2002
                                                         ------------        ------------        ------------       ------------
                                                                                    ($ IN THOUSANDS)
                                                                                       (UNAUDITED)
<S>                                                      <C>                 <C>                 <C>                <C>
Net sales..........................................      $  1,400,594        $  1,419,762        $  2,851,612       $  2,949,865
Cost of sales......................................         1,275,264           1,297,233           2,600,747          2,680,653
                                                         ------------        ------------        ------------       ------------
Gross profit.......................................           125,330             122,529             250,865            269,212

Selling, general and administration................           110,260             124,193             230,229            251,714
Restructuring and impairment charges...............             1,775               3,841               2,867              7,276
                                                         ------------        ------------        ------------       ------------
Earnings (loss) from operations....................            13,295              (5,505)             17,769             10,222

Interest expense, net..............................            16,891              17,401              34,276             34,948
Gain on legal settlements..........................           (10,288)            (32,699)            (19,177)           (32,699)
Gain on sale of intangibles........................              (550)                 --                (550)            (4,184)
Loss (gain) on divestiture of businesses...........               700              (1,205)                700             (1,205)
Gain on sale of investment.........................              (346)                 --                (846)                --
Equity in earnings of affiliated companies.........           (51,414)            (44,227)            (50,431)           (34,366)
Minority interest in earnings (loss) of
  subsidiaries.....................................             1,427              (1,024)              2,916                (90)
                                                         ------------        ------------        ------------       ------------
Earnings before income taxes.......................            56,875              56,249              50,881             47,818
Income tax expense.................................            11,943               8,802               6,329              2,144
                                                         ------------        ------------        ------------       ------------
Net earnings.......................................      $     44,932        $     47,447        $     44,552       $     45,674
                                                         ============        ============        ============       ============

Applied to:
  Member equities
   Allocated patronage refunds.....................      $     26,070        $     42,222        $     35,864       $     53,796
   Deferred equities...............................              (379)                561             (14,281)           (12,402)
                                                         ------------        ------------        ------------       ------------
                                                               25,691              42,783              21,583             41,394
  Retained earnings................................            19,241               4,664              22,969              4,280
                                                         ------------        ------------        ------------       ------------
                                                         $     44,932        $     47,447        $     44,552       $     45,674
                                                         ============        ============        ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                               LAND O'LAKES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                               RESTATED
                                                                                                       FOR THE SIX MONTHS ENDED
                                                                                                                JUNE 30,
                                                                                                          2003           2002
                                                                                                      -----------     -----------
                                                                                                           ($ IN THOUSANDS)
                                                                                                              (UNAUDITED)
<S>                                                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings..................................................................................      $    44,552     $    45,674
  Adjustments to reconcile net earnings to net cash provided by operating activities:
   Depreciation and amortization................................................................           54,004          52,447
   Amortization of deferred financing charges...................................................            1,846           1,587
   Bad debt expense.............................................................................            1,760           2,636
   Proceeds from patronage revolvement received.................................................            1,316             261
   Non-cash patronage income....................................................................           (1,222)           (203)
   Receivable from legal settlement.............................................................           96,707              --
   Decrease (increase) in other assets..........................................................            8,302         (23,336)
   (Decrease) increase in other liabilities.....................................................             (130)         25,863
   Restructuring and impairment charges.........................................................            2,867           7,276
   Loss (gain) on divestiture of businesses.....................................................              700          (1,205)
   Equity in earnings of affiliated companies...................................................          (50,431)        (34,366)
   Minority interests...........................................................................            2,916             (90)
   Other........................................................................................           (4,191)         (2,141)
  Changes in current assets and liabilities, net of acquisitions and divestitures:
   Receivables..................................................................................          167,126         109,554
   Inventories..................................................................................          (37,355)        (57,800)
   Other current assets.........................................................................          150,299          90,719
   Accounts payable.............................................................................         (299,903)       (195,557)
   Accrued expenses.............................................................................           14,191           8,833
                                                                                                      -----------     -----------
  Net cash provided by operating activities.....................................................          153,354          30,152
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment....................................................          (34,954)        (34,841)
  Payments for investments......................................................................           (9,675)         (4,669)
  Proceeds from divestiture of businesses.......................................................              465           1,710
  Proceeds from sale of investments.............................................................            3,000          21,059
  Proceeds from sale of property, plant and equipment...........................................            8,015           9,828
  Dividends from investments in affiliated companies............................................            2,798           4,929
  Increase in restricted cash...................................................................          (20,000)             --
  Other.........................................................................................            2,980           2,778
                                                                                                      -----------     -----------
  Net cash (used) provided by investing activities..............................................          (47,371)            794
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in short-term debt...................................................................           14,309          10,320
  Proceeds from issuance of long-term debt......................................................            1,202           2,622
  Payments on principal of long-term debt.......................................................          (73,052)        (60,147)
  Payments on principal of capital lease obligation.............................................           (4,435)             --
  Payments for redemption of member equities....................................................          (23,662)        (36,472)
  Other.........................................................................................              808           2,008
                                                                                                      -----------     -----------
  Net cash used by financing activities.........................................................          (84,830)        (81,669)
                                                                                                      -----------     -----------
  Net increase (decrease) in cash and short-term investments....................................           21,153         (50,723)
Cash and short-term investments at beginning of period..........................................           64,327         130,169
                                                                                                      -----------     -----------
Cash and short-term investments at end of period................................................      $    85,480     $    79,446
                                                                                                      ===========     ===========

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during periods for:
  Interest, net of interest capitalized.........................................................      $    35,585     $    35,784
  Income taxes recovered........................................................................      $    (3,743)    $   (27,616)
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                               LAND O'LAKES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           ($ IN THOUSANDS IN TABLES)
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The unaudited consolidated financial statements reflect, in the opinion of
the management of Land O'Lakes, Inc. (the "Company"), all normal, recurring
adjustments necessary for a fair statement of the financial position and results
of operations and cash flows for the interim periods. The statements are
condensed and therefore do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. For further information, refer to the
audited consolidated financial statements and footnotes for the year ended
December 31, 2002 included in our Annual Report on Form 10-K. The results of
operations and cash flows for interim periods are not necessarily indicative of
results for a full year.

RECENT ACCOUNTING PRONOUNCEMENTS

      On January 1, 2003, the Company adopted Statement of Financial Accounting
Standards 146, "Accounting for Costs Associated with Exit or Disposal
Activities." The standard requires that a liability for a cost associated with
an exit or disposal activity be recognized and measured initially at fair value
when the liability is incurred. Under prior accounting literature, certain costs
for exit activities were recognized at the date a company committed to an exit
plan. The provisions of the standard are effective for exit or disposal
activities initiated after December 31, 2002.

      On January 17, 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of ARB 51," (FIN 46). The
primary objectives of FIN 46 are to provide guidance on the identification and
consolidation of variable interest entities, or VIEs, which are entities for
which control is achieved through means other than through voting rights. FIN 46
is effective immediately for all new variable interest entities created or
acquired after January 31, 2003 and no later than July 1, 2003 for variable
interest entities created or acquired prior to February 1, 2003. Accordingly,
the Company adopted FIN 46 on July 1, 2003 and expects to begin consolidating
its joint venture in MoArk, LLC, an egg production and marketing company, in the
third quarter of 2003. The adoption of FIN 46 did not have a material impact on
the Company's results of operations and financial condition.

      In May, 2003, The FASB issued Statement of Financial Accounting Standards
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" The standard establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). The standard is effective for the Company January 1, 2004, and
the Company does not currently expect this standard to have a material impact on
its results of operations or financial position. The Company already classifies
its Capital Securities as long-term debt and the related financing costs as
interest expense.

2. FINANCIAL STATEMENT RESTATEMENT

      The Company announced in June 2004 that it planned to restate financial
results for certain periods due to accounting errors it identified at its
Carlisle, PA dairy facility and reported in its dairy foods segment. The
consolidated financial statements as of June 30, 2003 and December 31, 2002 and
for the three months and six months ended June 30, 2003 and June 30, 2002 have
been restated to reflect adjustments necessary to correct these errors. The
adjustments relate primarily to the manner in which its Carlisle facility
estimated and recorded monthly financial information. Because all information
required to be recorded was not known at month-end, the Carlisle facility used
an accounting model to estimate certain sales and cost of sales and the related
accounts receivable, accounts payable and inventory and recorded financial
information in accordance with the model. The accounts were not properly
reconciled in subsequent periods to reflect the actual results. Other
adjustments relate to accrual cutoffs and mathematical errors in inventory
calculations. The financial statement line items impacted thereby include net
sales, cost of sales, gross profit, earnings (loss) from operations, earnings
before income taxes, income tax expense, net earnings, receivables, inventories,
accounts payable, accrued expenses, deferred income taxes (included in other
assets and deferred tax liabilities), member equities, and retained earnings.
The consolidated financial statements as of June 30, 2003 and December 31, 2002
and for the three months and six months ended June 30, 2003 and June 30, 2002
and notes thereto included in this Form 10-Q/A have been restated to include the
effects of the corrections as follows:

                                       7
<PAGE>

<TABLE>
<CAPTION>
                         AS PREVIOUSLY                  AS PREVIOUSLY
                            REPORTED       RESTATED        REPORTED        RESTATED
                          THREE MONTHS   THREE MONTHS    THREE MONTHS    THREE MONTHS
CONSOLIDATED STATEMENTS      ENDED           ENDED          ENDED           ENDED
     OF OPERATIONS       JUNE 30, 2003   JUNE 30, 2003  JUNE 30, 2002    JUNE 30, 2002
<S>                      <C>             <C>            <C>              <C>
Net sales                $   1,396,043   $   1,400,594  $   1,419,769    $   1,419,762
Cost of sales                1,271,120       1,275,264      1,295,866        1,297,233
Gross profit                   124,923         125,330        123,903          122,529
Earnings (loss) from
operations                      12,888          13,295         (4,131)          (5,505)
Earnings before income
taxes                           56,468          56,875         57,623           56,249
Income tax expense              11,787          11,943          9,327            8,802
Net earnings             $      44,681   $      44,932  $      48,296    $      47,447

Applied to:
   Member equities
       Allocated
        patronage
        refunds          $      26,070   $      26,070  $      42,222    $      42,222
       Deferred
        equities                  (638)           (379)         1,493              561
                         -------------   -------------  -------------    -------------
                                25,432          25,691         43,715           42,783
   Retained earnings            19,249          19,241          4,581            4,664
                         -------------   -------------  -------------    -------------
                         $      44,681   $      44,932  $      48,296    $      47,447
                         =============   =============  =============    =============

<CAPTION>
                         AS PREVIOUSLY                  AS PREVIOUSLY
                           REPORTED        RESTATED        REPORTED        RESTATED
                          SIX MONTHS      SIX MONTHS      SIX MONTHS      SIX MONTHS
CONSOLIDATED STATEMENTS      ENDED          ENDED           ENDED           ENDED
     OF OPERATIONS       JUNE 30, 2003  JUNE 30, 2003   JUNE 30, 2002   JUNE 30, 2002
<S>                      <C>            <C>             <C>             <C>
Net sales                $   2,850,495  $   2,851,612   $   2,952,002   $   2,949,865
Cost of sales                2,600,023      2,600,747       2,680,124       2,680,653
Gross profit                   250,472        250,865         271,878         269,212
Earnings (loss) from
operations                      17,376         17,769          12,888          10,222
Earnings before income
taxes                           50,488         50,881          50,484          47,818
Income tax expense               6,178          6,329           3,164           2,144
Net earnings             $      44,310  $      44,552   $      47,320   $      45,674

Applied to:
   Member equities
       Allocated
        patronage
        refunds          $      35,864  $      35,864   $      53,796   $      53,796
       Deferred
        equities               (14,531)       (14,281)        (10,593)        (12,402)
                         -------------  -------------   -------------   -------------
                                21,333         21,583          43,203          41,394
   Retained earnings            22,977         22,969           4,117           4,280
                         -------------  -------------   -------------   -------------
                         $      44,310  $      44,552   $      47,320   $      45,674
                         =============  =============   =============   =============
</TABLE>

<TABLE>
<CAPTION>
                                AS PREVIOUSLY                    AS PREVIOUSLY
                                  REPORTED         RESTATED          REPORTED          RESTATED
CONSOLIDATED BALANCE SHEETS     JUNE 30, 2003   JUNE 30, 2003   DECEMBER 31, 2002  DECEMBER 31, 2002
<S>                             <C>             <C>             <C>                <C>
Total current assets             $1,070,047       $ 1,048,94       $1,378,128         $1,356,136
Other assets                        204,057          204,057          211,823            220,124
Total assets                      2,955,603        2,934,500        3,246,322          3,232,631
Total current liabilities           761,742          764,446        1,169,474          1,171,531
Deferred tax liabilities             27,907           19,605               --                 --
Total equities                      933,896          918,391          911,513            895,765
Total liabilities and equities    2,955,603        2,934,500        3,246,322          3,232,631
</TABLE>

3. RESTRICTED CASH

    On March 28, 2003, Cheese & Protein International ("CPI"), a consolidated
joint venture, amended its lease for property and equipment relating to its
cheese manufacturing and whey processing plant in Tulare, California. The
amendment postponed the measurement of the fixed charge coverage ratio
requirement until March 2005. The amendment requires Land O'Lakes to maintain a
$20 million cash account (which may be replaced by a letter of credit at the
Company's option) to support the lease. The cash account or letter of credit
would only be drawn upon in the event of a CPI default, and would reduce amounts
otherwise due under the lease. The requirement would be lifted pending the
achievement of certain financial targets by CPI.

                                       8
<PAGE>

4. RECEIVABLES

      A summary of receivables is as follows:

<TABLE>
<CAPTION>
                                                                                           RESTATED
                                                                                    JUNE 30,    DECEMBER 31,
                                                                                      2003          2002
                                                                                  -----------   -----------
<S>                                                                               <C>           <C>
Trade accounts..................................................................  $   213,755    $  225,589
Notes and contracts.............................................................       58,737        44,565
Notes from sale of trade receivables (see Note 5)...............................       75,111       194,476
Other...........................................................................       44,279        99,003
                                                                                  -----------    ----------
                                                                                      391,882       563,633
Less allowance for doubtful accounts............................................       20,117        18,255
                                                                                  -----------    ----------
Total receivables, net..........................................................  $   371,765    $  545,378
                                                                                  ===========    ==========
</TABLE>

      A substantial portion of Land O'Lakes receivables is concentrated in the
agricultural industry. Collections of these receivables may be dependent upon
economic returns from farm crop and livestock production. The Company's credit
risks are continually reviewed, and management believes that adequate provisions
have been made for doubtful accounts.

5. RECEIVABLES PURCHASE FACILITY

      In December 2001, the Company established a $100.0 million receivables
purchase facility with CoBank, ACB ("CoBank"). A wholly-owned, unconsolidated
qualifying special purpose entity ("QSPE") was established to purchase certain
receivables from the Company. CoBank has been granted an interest in the pool of
receivables owned by the QSPE. The transfers of the receivables from the Company
to the QSPE are structured as sales and, accordingly, the receivables
transferred to the QSPE are not reflected in the consolidated balance sheet.
However, the Company retains credit risk related to the repayment of the notes
receivable with the QSPE, which, in turn, is dependent upon the credit risk of
the QSPE's receivables pool. Accordingly, the Company has retained reserves for
estimated losses. The Company expects no significant gains or losses from the
facility. At June 30, 2003, $80.0 million was outstanding under this facility.
The total accounts receivable sold during the three months ended June 30, 2003
and 2002 were $571.9 million and $610.7 million, respectively. The total
accounts receivable sold during the six months ended June 30, 2003 and 2002 were
$1,244.7 million and $1,264.8 million, respectively.

6. INVENTORIES

      A summary of inventories is as follows:

<TABLE>
<CAPTION>
                                                                                           RESTATED
                                                                                    JUNE 30,    DECEMBER 31,
                                                                                      2003          2002
                                                                                  -----------   -----------
<S>                                                                               <C>           <C>
Raw materials.................................................................... $   142,086    $  141,915
Work in process..................................................................      34,288        33,982
Finished goods...................................................................     308,712       270,703
                                                                                  -----------    ----------
Total inventories................................................................ $   485,086    $  446,600
                                                                                  ===========    ==========
</TABLE>

7. INVESTMENTS

      A summary of investments is as follows:

<TABLE>
<CAPTION>
                                                                                      JUNE 30,     DECEMBER 31
                                                                                        2003          2002
                                                                                    -----------    ----------
<S>                                                                                 <C>            <C>
CF Industries, Inc. ..............................................................  $   249,502    $  249,502
Agriliance LLC....................................................................      135,611        91,629
MoArk LLC.........................................................................       56,731        44,678
Ag Processing Inc. ...............................................................       38,304        37,854
Advanced Food Products LLC........................................................       27,943        27,418
CoBank, ACB.......................................................................       20,921        22,061
Universal Cooperatives............................................................        6,473         6,473
Melrose Dairy Proteins, LLC.......................................................        5,628         6,579
Prairie Farms Dairy, Inc. ........................................................        5,440         5,092
Other -- principally cooperatives and joint ventures..............................       51,908        54,306
                                                                                    -----------    ----------
Total investments.................................................................  $   598,461    $  545,592
                                                                                    ===========    ==========
</TABLE>

                                       9
<PAGE>

8. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

The carrying amount of goodwill is as follows:

<TABLE>
<CAPTION>
                                                                JUNE 30,    DECEMBER 31,
                                                                  2003          2002
                                                              -----------   -----------
<S>                                                           <C>           <C>
Dairy Foods.................................................  $    66,260    $   66,718
Feed........................................................      156,463       156,839
Seed........................................................       13,423        16,948
Swine.......................................................          620           647
Agronomy....................................................       66,778        69,823
Other.......................................................       12,001        12,438
                                                              -----------    ----------
Total goodwill..............................................  $   315,545    $  323,413
                                                              ===========    ==========
</TABLE>

      Goodwill decreases in Dairy Foods, Feed, Swine, Agronomy and Other were
due to amortization on joint ventures and cooperatives. The goodwill decrease of
$3.5 million in the Seed segment was related to amortization and
reclassifications.

OTHER INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                                                                       JUNE 30,    DECEMBER 31,
                                                                                                         2003          2002
                                                                                                     -----------   -----------
<S>                                                                                                  <C>           <C>
Amortized other intangible assets:
  Trademarks, less accumulated amortization of $1,498 and $1,615, respectively.....................  $     2,471    $    2,725
  Patents, less accumulated amortization of $1,997 and $1,394, respectively........................       14,376        14,979
  Agreements not to compete, less accumulated amortization of $2,630 and $2,324, respectively......        1,570         1,976
  Other intangible assets, less accumulated amortization of $7,004 and $7,343, respectively........        7,640         5,127
                                                                                                     -----------    ----------
Total amortized other intangible assets............................................................       26,057        24,807
Total non-amortized other intangible assets - trademarks...........................................       76,963        76,963
                                                                                                     -----------    ----------
Total other intangible assets......................................................................  $   103,020    $  101,770
                                                                                                     ===========    ==========
</TABLE>

      Amortization expense for the three months ended June 30, 2003 and 2002 was
$1.2 million and $1.2 million, respectively. Amortization expense for the six
months ended June 30, 2003 and 2002 was $2.3 million and $2.5 million,
respectively. The estimated amortization expense related to other intangible
assets subject to amortization for the next five years will approximate $3.0
million annually. The weighted-average life of the intangible assets subject to
amortization is approximately 12 years.

9. RESTRUCTURING AND IMPAIRMENT CHARGES

RESTRUCTURING CHARGES

      For the three months ended June 30, 2003, the Company recorded
restructuring charges of $1.5 million. Of this amount, Dairy Foods recorded a
restructuring charge of $0.6 million which represented severance costs as a
result of the planned closing of a facility in the Upper Midwest. Feed recorded
a restructuring charge of $0.6 million which represented severance costs related
to closing feed plants, and Seed recorded a restructuring charge of $0.3 million
for severance costs related to closing a facility.

      For the six months ended June 30, 2003, the Company recorded restructuring
charges of $2.5 million. Of this amount, Dairy Foods recorded a restructuring
charge of $1.0 million which represented severance costs for 44 employees as a
result of closing a facility in the Upper Midwest and recorded $0.6 million for
the planned closure of another facility. Feed recorded a restructuring charge of
$0.6 million which represented severance costs related to closing feed plants,
and Seed recorded a restructuring charge of $0.3 million for severance costs
related to closing a facility.

      For the three months ended June 30, 2002, the Company recorded
restructuring charges of $1.7 million. Of this amount, Dairy Foods recorded a
restructuring charge of $1.6 million which represented severance and
outplacement costs for 82 employees for the Faribault, MN plant closure. Feed
recorded a restructuring charge of $0.1 million which represented severance
costs related to closing feed plants.

      For the six months ended June 30, 2002, the Company recorded restructuring
charges of $4.4 million. Of this amount, Feed recorded a restructuring charge of
$2.8 million which represented severance and outplacement costs for 136
employees at the Ft. Dodge, IA office facility and other feed plant facilities
and Dairy Foods recorded a restructuring charge of $1.6 million which
represented severance and outplacement costs for 82 employees for the Faribault,
MN plant closure.

                                       10
<PAGE>

      A summary of restructuring activities and resulting reserve for the six
months ended June 30, 2003 is as follows:

<TABLE>
<CAPTION>
                                            BALANCE                                BALANCE
                                          DECEMBER 31,     CHARGE TO   UTILIZED    JUNE 30,
                                             2002           EXPENSE     IN 2003      2003
                                          -----------      ---------  ----------   --------
<S>                                       <C>              <C>        <C>          <C>
Termination benefits.................      $   8,871       $  2,525   $   (8,071)  $  3,325
Other................................          1,604             --         (492)     1,112
                                           ---------       --------   ----------   --------
Total................................      $  10,475       $  2,525   $   (8,563)  $  4,437
                                           =========       ========   ==========   ========
</TABLE>

IMPAIRMENT CHARGES

      For the three months ended June 30, 2003 the Company recorded impairment
charges of $0.3 million in the Seed segment for the impairment of certain
assets. For the six months ended June 30, 2003 the Company recorded impairment
charges of $0.3 million in the Seed segment and $0.1 million in the Feed segment
for write downs of certain plant assets to their estimated fair value.

      For the three months ended June 30, 2002 the Company recorded an
impairment charge of $2.2 million which was made up of a $1.3 million write-down
of the Faribault, MN plant and $0.9 million represented a write-down of certain
feed plant assets to their estimated fair value. For the six months ended June
30, 2002 the Company recorded an impairment charge of $2.9 million which was
made up of a $1.3 million write-down of the Faribault, MN plant and $1.6 million
represented a write-down of certain feed plant assets to their estimated fair
value.

10. GAIN ON LEGAL SETTLEMENTS

      During the six months ended June 30, 2003 and 2002, the Company recognized
gains on legal settlements of $19.2 million and $32.7 million, respectively, of
which $10.3 million was recognized in the three months ended June 30, 2003, and
$32.7 million was recognized in the three months ended June 30, 2002. The gains
represent cash received from product suppliers against whom the Company alleged
certain price-fixing claims.

11. GAIN ON SALE OF INTANGIBLES

      In the six months ended June 30, 2003, the Company recorded a $0.6 million
gain on the sale of a customer list relating to the divestiture of a joint
venture in Taiwan. In the six months ended June 30, 2002, the Company recorded a
$4.2 million gain on the sale of a customer list pertaining to the feed
phosphate distribution business.

12. LOSS (GAIN) ON DIVESTITURE OF BUSINESSES

      For the six months ended June 30, 2003, the Company recorded a loss of
$0.7 million on the divestiture of a Feed business in Taiwan. For the six months
ended June 30, 2002, the Company recorded a gain of $1.2 million primarily on
the divestiture of a Dairy Foods Poland business.

13. GAIN ON SALE OF INVESTMENT

      For the three and six months ended June 30, 2003, the Company recorded
gains of $0.3 million and $0.8 million, respectively, on the sale of a Feed
investment in a swine joint venture.

14. DEBT OBLIGATIONS

      In the six months ended June 30, 2003, the Company made payments on Term A
loan of $45.1 million and Term B loan of $26.5 million, of which $50.0 million
was a voluntary prepayment. The weighted average interest rates on short-term
borrowings and notes outstanding at June 30, 2003 and December 31, 2002 were
3.44% and 3.51%, respectively.

                                       11
<PAGE>

15. SEGMENT INFORMATION

      The Company operates in five segments: Dairy Foods, Animal Feed, Crop
Seed, Swine and Agronomy.

      The Dairy Foods segment produces, markets and sells products such as
butter, spreads, cheese, and other dairy related products. Products are sold
under well-recognized national brand names including LAND O LAKES, the Indian
Maiden logo and Alpine Lace, as well as under regional brand names such as New
Yorker.

      The Animal Feed segment is made up of a 92% ownership position in Land
O'Lakes Farmland Feed LLC ("Land O'Lakes Farmland Feed"). Land O'Lakes Farmland
Feed develops, produces, markets and distributes animal feeds such as ingredient
feed, formula feed, milk replacers, vitamins and additives.

      The Crop Seed segment is a supplier and distributor of crop seed products
in the United States. A variety of crop seed is sold, including alfalfa,
soybeans, corn, forage and turf grasses.

      The Swine segment has three programs: farrow-to-finish, swine aligned and
cost-plus. The farrow-to-finish program produces and sells market hogs. The
swine aligned program raises feeder pigs which are sold to local member
cooperatives. The cost-plus program provides minimum hog price guarantees to
producers in exchange for swine feed sales and profit participation.

      The Agronomy segment consists primarily of the Company's 50% ownership in
Agriliance LLC ("Agriliance"), which is accounted for under the equity method.
Agriliance markets and sells two primary product lines: crop protection
(including herbicides and pesticides) and crop nutrients (including fertilizers
and micronutrients).

      The Company allocates corporate administration expense to all of its
business segments, both directly and indirectly. Corporate staff functions that
are able to determine actual services provided to each segment allocate expense
on a direct and predetermined basis. All other corporate staff functions
allocate expense indirectly based on each segment's percent of total invested
capital. A majority of corporate administration expense is allocated directly.

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                               RESATED                                                                    RESTATED
                                             DAIRY FOODS     FEED         SEED        SWINE      AGRONOMY     OTHER     CONSOLIDATED
                                             -----------     ----         ----        -----      --------     -----     ------------
<S>                                          <C>          <C>          <C>          <C>          <C>        <C>         <C>
FOR THE THREE MONTHS ENDED JUNE 30, 2003
  Net sales..............................      $669,845   $  593,687   $  111,097   $  22,501    $     --   $  3,464     $1,400,594
  Cost of sales..........................       630,287      526,641       95,441      21,045          --      1,850      1,275,264
  Selling, general and administration....        33,121       59,931        9,746       1,327       3,357      2,778        110,260
  Restructuring and impairment charges...           600          615          560          --          --         --          1,775
  Interest expense, net..................         7,727        4,176          331       1,351       2,410        896         16,891
  Gain on legal settlements..............           (38)     (10,250)          --          --          --         --        (10,288)
  Gain on sale of intangible.............            --         (550)          --          --          --         --           (550)
  Loss on divestiture of business                    --          700           --          --          --         --            700
  Gain on sale of investment.............            --         (346)          --          --          --         --           (346)
  Equity in earnings of affiliated
   companies.............................        (1,760)        (176)          --         (75)    (47,784)    (1,619)       (51,414)
  Minority interest in earnings of
   subsidiaries..........................            --        1,427           --          --          --         --          1,427
                                               --------   ----------   ----------   ---------    --------   --------     ----------
  (Loss) earnings before income taxes....      $    (92)  $   11,519   $    5,019   $  (1,147)   $ 42,017   $   (441)    $   56,875
                                               ========   ==========   ==========   =========    ========   ========     ==========
FOR THE THREE MONTHS ENDED JUNE 30, 2002
  Net sales..............................      $710,295   $  587,160   $   97,189   $  21,814    $     --   $  3,304     $1,419,762
  Cost of sales..........................       673,333      516,918       83,087      22,111          --      1,784      1,297,233
  Selling, general and administration....        40,135       63,733       10,180       1,568       5,941      2,636        124,193
  Restructuring and impairment charges...         2,800        1,041           --          --          --         --          3,841
  Interest expense, net..................         5,437        7,071          743       1,252       2,211        687         17,401
  Gain on legal settlements..............          (828)     (31,871)          --          --          --         --        (32,699)
  (Gain) loss on divestiture of
   businesses............................        (1,281)          --           --          --          --         76         (1,205)
  Equity in (earnings) loss of affiliated
   companies.............................          (467)        (110)        (201)        365     (49,172)     5,358        (44,227)
  Minority interest in (loss) earnings of
   subsidiaries..........................        (2,032)         971           --          --          --         37         (1,024)
                                               --------   ----------   ----------   ---------    --------   --------     ----------
  (Loss) earnings before income taxes....      $ (6,802)  $   29,407   $    3,380   $  (3,482)   $ 41,020   $ (7,274)    $   56,249
                                               ========   ==========   ==========   =========    ========   ========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                             RESTATED                                                                      RESTATED
                                           DAIRY FOODS       FEED          SEED        SWINE     AGRONOMY     OTHER     CONSOLIDATED
                                           -----------       ----          ----        -----     --------     -----     ------------
<S>                                        <C>            <C>           <C>          <C>         <C>        <C>         <C>
FOR THE SIX MONTHS ENDED JUNE 30, 2003
  Net sales..............................  $  1,302,355   $ 1,196,153   $  302,992   $  43,666   $     --   $  6,446     $2,851,612
  Cost of sales..........................     1,234,973     1,056,570      262,275      43,281         --      3,648      2,600,747
  Selling, general and administration....        72,583       119,900       23,139       2,689      6,683      5,235        230,229
  Restructuring and impairment charges...         1,600           707          560          --         --         --          2,867
  Interest expense, net..................        14,049         9,965        1,377       2,624      4,742      1,519         34,276
  Gain on legal settlements..............           (38)      (19,139)          --          --         --         --        (19,177)
  Gain on sale of intangible.............            --          (550)          --          --         --         --           (550)
  Loss on divestiture of business                    --           700           --          --         --         --            700
  Gain on sale of investment.............            --          (846)          --          --         --         --           (846)
  Equity in (earnings) loss of
   affiliated companies..................        (1,130)         (732)          --         290    (44,637)    (4,222)       (50,431)
  Minority interest in earnings of
   subsidiaries..........................            --         2,916           --          --         --         --          2,916
                                           ------------   -----------   ----------   ---------   --------   --------     ----------
  (Loss) earnings before income taxes....  $    (19,682)  $    26,662   $   15,641   $  (5,218)  $ 33,212   $    266     $   50,881
                                           ============   ===========   ==========   =========   ========   ========     ==========
FOR THE SIX MONTHS ENDED JUNE 30, 2002
  Net sales..............................  $  1,439,293   $ 1,205,723   $  252,892   $  45,694   $     --   $  6,263     $2,949,865
  Cost of sales..........................     1,358,558     1,061,414      213,655      43,628         --      3,398      2,680,653
  Selling, general and administration....        84,676       126,050       23,157       3,229      9,488      5,114        251,714
  Restructuring and impairment charges...         2,800         4,476           --          --         --         --          7,276
  Interest expense, net..................         9,795        15,100        1,716       2,637      4,298      1,402         34,948
  Gain on legal settlements..............          (828)      (31,871)          --          --         --         --        (32,699)
  Gain on sale of intangible.............            --        (4,184)          --          --         --         --         (4,184)
  (Gain) loss on divestiture of
   businesses............................        (1,281)           --           --          --         --         76         (1,205)
  Equity in loss (earnings) of
   affiliated companies..................            63          (568)        (105)        204    (39,366)     5,406        (34,366)
  Minority interest in (loss) earnings
   of subsidiaries.......................        (2,569)        2,370           --          --         --        109            (90)
                                           ------------   -----------   ----------   ---------   --------   --------     ----------
  (Loss) earnings before income taxes....  $    (11,921)  $    32,936   $   14,469   $  (4,004)  $ 25,580   $ (9,242)    $   47,818
                                           ============   ===========   ==========   =========   ========   ========     ==========
</TABLE>

16. CONSOLIDATING FINANCIAL INFORMATION

      The Company has entered into financing arrangements which are guaranteed
by the Company and certain of its wholly-owned and majority-owned subsidiaries
and limited liability companies (the "Guarantor Subsidiaries"). Such guarantees
are full, unconditional and joint and several.

      The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for the Company, Guarantor Subsidiaries and the Company's other
subsidiaries (the "Non-Guarantor Subsidiaries"). The supplemental financial
information reflects the investments of the Company in the Guarantor and
Non-Guarantor Subsidiaries using the equity method of accounting.

                                       13
<PAGE>

                               LAND O'LAKES, INC.

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                                  JUNE 30, 2003

<TABLE>
<CAPTION>
                                    RESTATED
                                      LAND
                                    O'LAKES,        WHOLLY-        MAJORITY-
                                      INC.           OWNED           OWNED
                                     PARENT       CONSOLIDATED    CONSOLIDATED      NON-GUARANTOR                         RESTATED
                                    COMPANY        GUARANTORS      GUARANTORS       SUBSIDIARIES      ELIMINATIONS      CONSOLIDATED
                                    -------        ----------      ----------       ------------      ------------      ------------
                                                           (UNAUDITED)
                                                              ASSETS
<S>                               <C>            <C>              <C>               <C>               <C>               <C>
Current assets:
 Cash and short-term
   investments..................  $    79,315    $       2,824    $       (620)       $  3,961          $      --        $   85,480
 Restricted cash................       20,000               --              --              --                 --            20,000
 Receivables, net...............      348,933           17,484         144,153          48,959           (187,764)          371,765
 Inventories....................      307,580           55,345         111,941          10,220                 --           485,086
 Prepaid expenses...............       30,543            3,262           8,263             800                 --            42,868
 Other current assets...........       41,881            1,191              --             673                 --            43,745
                                  -----------    -------------    ------------        --------          ---------        ----------
    Total current assets........      828,252           80,106         263,737          64,613           (187,764)        1,048,944
Investments.....................    1,256,891              223          19,236           2,063           (679,952)          598,461
Property, plant and equipment,
  net...........................      255,009           21,059         236,319          50,698                 --           563,085
Property under capital lease....           --               --              --         101,388                 --           101,388
Goodwill, net...................      190,067            3,224         122,038             216                 --           315,545
Other intangibles...............        4,979              670          96,277           1,094                 --           103,020
Other assets....................      147,498            1,225          26,967          47,467            (19,100)          204,057
                                  -----------    -------------    ------------        --------          ---------        ----------
    Total assets................  $ 2,682,696    $     106,507    $    764,574        $267,539          $(886,816)       $2,934,500
                                  ===========    =============    ============        ========          =========        ==========

                                                      LIABILITIES AND EQUITIES

Current liabilities:
 Notes and short-term
   obligations..................  $       721    $       2,872    $        725        $ 77,709          $ (29,889)       $   52,138
 Current portion of long-term
   debt.........................       65,797           61,335              --              --            (61,318)           65,814
 Current portion of obligation
   under capital lease..........           --               --              --           8,867                 --             8,867
 Accounts payable...............      389,363           16,620          80,246          13,515            (96,745)          402,999
 Accrued expenses...............      194,158            2,580          33,341           3,071             (9,292)          223,858
 Patronage refunds and other
   member equities payable......       10,770               --              --              --                 --            10,770
                                  -----------    -------------    ------------        --------          ---------        ----------
    Total current liabilities...      660,809           83,407         114,312         103,162           (197,244)          764,446
Long-term debt..................      957,075           10,160              --          15,365             (9,620)          972,980
Obligation under capital lease..           --               --              --          94,808                 --            94,808
Employee benefits and other
  liabilities...................       76,503               59          26,586           1,062                 --           104,210
Deferred tax liability..........       18,339            1,263              --               3                 --            19,605
Minority interests..............       51,579               --           2,938           5,543                 --            60,060
Equities:
 Capital stock..................        2,147              966         508,035          73,847           (582,848)            2,147
 Member equities................      858,559               --              --              --                 --           858,559
 Retained earnings..............       57,685           10,652         112,703         (26,251)           (97,104)           57,685
                                  -----------    -------------    ------------        --------          ---------        ----------
    Total equities..............      918,391           11,618         620,738          47,596           (679,952)          918,391
                                  -----------    -------------    ------------        --------          ---------        ----------
Commitments and contingencies
Total liabilities and equities..  $ 2,682,696    $     106,507    $    764,574        $267,539          $(886,816)       $2,934,500
                                  ===========    =============    ============        ========          =========        ==========
</TABLE>

                                       14
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                    RESTATED
                                      LAND
                                    O'LAKES,        WHOLLY-         MAJORITY-
                                      INC.           OWNED            OWNED
                                     PARENT      CONSOLIDATED      CONSOLIDATED       NON-GUARANTOR                     RESTATED
                                     COMPANY      GUARANTORS        GUARANTORS        SUBSIDIARIES     ELIMINATIONS   CONSOLIDATED
                                     -------      ----------        ----------        ------------     ------------   ------------
                                                           (UNAUDITED)
<S>                                 <C>          <C>               <C>                <C>              <C>            <C>
Net sales........................   $741,223       $ 43,764          $579,566           $ 36,041          $    --      $1,400,594
Cost of sales....................    675,365         42,484           515,107             42,308               --       1,275,264
                                    --------       --------          --------           --------          -------      ----------
Gross profit.....................     65,858          1,280            64,459             (6,267)              --         125,330
Selling, general and
  administration.................     50,807          3,288            57,805             (1,640)              --         110,260
Restructuring and impairment
  charges........................        600            560               615                 --               --           1,775
                                    --------       --------          --------           --------          -------      ----------
Earnings (loss) from operations..     14,451         (2,568)            6,039             (4,627)              --          13,295
Interest expense (income), net...     17,399            674            (2,153)               971               --          16,891
Gain on legal settlements........     (8,154)            --            (2,134)                --               --         (10,288)
Gain on sale of intangible.......         --             --                --               (550)              --            (550)
Loss on divestiture of business..        700             --                --                 --               --             700
Gain on sale of investment.......         --             --              (346)                --               --            (346)
Equity in (earnings) loss of
  affiliated companies...........    (55,702)            --                (9)                --            4,297         (51,414)
Minority interest in earnings
  of of subsidiaries.............        868             --               375                184               --           1,427
                                    --------       --------          --------           --------          -------      ----------
Earnings (loss) before income
  taxes..........................     59,340         (3,242)           10,306             (5,232)          (4,297)         56,875
Income tax expense (benefit).....     14,408           (203)             (162)            (2,100)              --          11,943
                                    --------       --------          --------           --------          -------      ----------
Net earnings (loss)..............   $ 44,932       $ (3,039)         $ 10,468           $ (3,132)         $(4,297)     $   44,932
                                    ========       ========          ========           ========          =======      ==========
</TABLE>

                                       15
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                    RESTATED
                                      LAND
                                    O'LAKES,         WHOLLY-         MAJORITY-
                                      INC.            OWNED            OWNED
                                     PARENT       CONSOLIDATED      CONSOLIDATED      NON-GUARANTOR                      RESTATED
                                    COMPANY        GUARANTORS        GUARANTORS       SUBSIDIARIES      ELIMINATIONS   CONSOLIDATED
                                    -------       ------------       ----------       ------------      ------------   ------------
                                                                (UNAUDITED)
<S>                               <C>             <C>               <C>               <C>               <C>            <C>
Net sales........................ $ 1,515,189       $ 98,702         $1,169,051         $ 68,670          $      --     $2,851,612
Cost of sales....................   1,397,516         93,326          1,033,781           76,124                 --      2,600,747
                                  -----------       --------         ----------         --------          ---------     ----------
Gross profit.....................     117,673          5,376            135,270           (7,454)                --        250,865
Selling, general and
  administration.................     105,254          6,449            115,550            2,976                 --        230,229
Restructuring and impairment
  charges........................       1,600            560                707               --                 --          2,867
                                  -----------       --------         ----------         --------          ---------     ----------
Earnings (loss) from operations..      10,819         (1,633)            19,013          (10,430)                --         17,769
Interest expense (income), net...      35,570          1,341             (3,280)             645                 --         34,276
Gain on legal settlements........     (16,175)            --             (3,002)              --                 --       (19,177)
Gain on sale of intangible.......          --             --                 --             (550)                --          (550)
Loss on divestiture of business..         700             --                 --               --                 --            700
Gain on sale of investment.......          --             --               (846)              --                 --           (846)
Equity in (earnings) loss of
  affiliated companies...........     (66,650)            --               (556)              --             16,775        (50,431)
Minority interest in earnings
  of subsidiaries................       2,177             --                371              368                 --          2,916
                                  -----------       --------         ----------         --------          ---------     ----------
Earnings (loss) before income
  taxes..........................      55,197         (2,974)            26,326          (10,893)           (16,775)        50,881
Income tax expense (benefit).....      10,645             79                 --           (4,395)                --          6,329
                                  -----------       --------         ----------         --------          ---------     ----------
Net earnings (loss).............. $    44,552       $ (3,053)        $   26,326         $ (6,498)         $ (16,775)    $   44,552
                                  ===========       ========         ==========         ========          =========     ==========
</TABLE>

                                       16
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                RESTATED
                                  LAND
                                O'LAKES,        WHOLLY-         MAJORITY-
                                  INC.           OWNED           OWNED
                                 PARENT      CONSOLIDATED     CONSOLIDATED       NON-GUARANTOR                          RESTATED
                                COMPANY       GUARANTORS       GUARANTORS        SUBSIDIARIES       ELIMINATIONS      CONSOLIDATED
                                -------       ----------       ----------        ------------       ------------      ------------
                                                              (UNAUDITED)
<S>                            <C>           <C>              <C>                <C>                <C>               <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
 Net earnings (loss).........  $  44,552       $ (3,053)        $ 26,326           $ (6,498)          $(16,775)        $   44,552
 Adjustments to reconcile
   net earnings (loss) to
   net cash provided (used)
   by operating activities:
   Depreciation and
    amortization.............     28,749          1,502           19,881              3,872                 --             54,004
   Amortization of deferred
    financing charges........      1,846             --               --                 --                 --              1,846
   Bad debt expense..........        621             --            1,139                 --                 --              1,760
   Proceeds from patronage
    revolvement received.....      1,316             --               --                 --                 --              1,316
   Non-cash patronage
    income...................     (1,222)            --               --                 --                 --             (1,222)
   Receivable from legal
    settlement...............     90,707             --            6,000                 --                 --             96,707
   Decrease (increase) in
    other assets.............     33,665         11,514             (520)            (2,566)           (33,791)             8,302
   Increase (decrease) in
    other liabilities........      1,974            (11)          (1,810)              (283)                --               (130)
   Restructuring and
    impairment charges.......      1,600            560              707                 --                 --              2,867
   Loss on divestiture of
    business.................        700             --               --                 --                 --                700
   Equity in (earnings)
    loss of affiliated
    companies................    (66,650)            --             (556)                --             16,775            (50,431)
   Minority interest.........      2,177             --              371                368                 --              2,916
   Other.....................     (4,789)           879           (1,606)             1,325                 --             (4,191)
 Changes in current assets
   and liabilities, net of
   acquisitions and
   divestitures:
   Receivables...............     34,062         12,573           66,772             (3,583)            57,302            167,126
   Inventories...............    (53,508)        19,052           (1,658)            (1,241)                --            (37,355)
   Other current assets......    148,872            724            1,263               (560)                --            150,299
   Accounts payable..........   (113,679)       (51,709)         (39,242)            (5,038)           (90,235)          (299,903)
   Accrued expenses..........     34,810            936          (16,033)            (1,455)            (4,067)            14,191
                               ---------       --------         --------           --------           --------         ----------
 Net cash provided (used)
   by operating activities...    185,803         (7,033)          61,034            (15,659)           (70,791)           153,354
CASH FLOWS FROM INVESTING
  ACTIVITIES:
 Additions to property,
   plant and equipment.......    (23,517)          (499)          (9,257)            (1,681)                --            (34,954)
 Payments for investments....     (9,675)            --               --                 --                 --             (9,675)
 Proceeds from divestiture
   of business...............        465             --               --                 --                 --                465
 Proceeds from sale of
   investments...............         --             --            3,000                 --                 --              3,000
 Proceeds from sale of
   property, plant and
   equipment.................      3,081          1,069            2,157              1,708                 --              8,015
 Dividends from investments
   in affiliated companies...      2,798             --               --                 --                 --              2,798
 Increase in restricted
   cash......................    (20,000)            --               --                 --                 --            (20,000)
 Other.......................        440             --            2,540                 --                 --              2,980
                               ---------       --------         --------           --------           --------         ----------
 Net cash (used) provided
   by investing activities...    (46,408)           570           (1,560)                27                 --            (47,371)
CASH FLOWS FROM FINANCING
  ACTIVITIES:
   (Decrease) increase in
   short-term debt...........    (26,417)        (3,574)             963             11,488             31,849             14,309
 Proceeds from issuance of
   long-term debt............      1,202             --               --                 --                 --              1,202
 Payments on principal of
   long-term debt............    (70,345)           (37)         (59,588)            (2,658)            59,576            (73,052)
 Payments on principal of
   capital lease obligation..         --             --               --             (4,435)                --             (4,435)
 Payments for redemption of
   member equities...........    (23,662)            --               --                 --                 --            (23,662)
 Other.......................        808         10,314               (8)            10,328            (20,634)               808
                               ---------       --------         --------           --------           --------         ----------
 Net cash (used) provided
   by financing activities...   (118,414)         6,703          (58,633)            14,723             70,791            (84,830)
                               ---------       --------         --------           --------           --------         ----------
</TABLE>

                                       17
<PAGE>

<TABLE>
<S>                            <C>             <C>              <C>                <C>                <C>              <C>
 Net increase (decrease) in
   cash and short-term
   investment................     20,981            240              841               (909)                --             21,153
Cash and short-term
  investments at beginning
  of period..................     58,334          2,584           (1,461)             4,870                 --             64,327
                               ---------       --------         --------           --------           --------         ----------
Cash and short-term
  investments at end of
  period.....................  $  79,315       $  2,824         $   (620)          $  3,961           $     --         $   85,480
                               =========       ========         ========           ========           ========         ==========
</TABLE>

                                       18
<PAGE>

                               LAND O'LAKES, INC.

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>
                              RESTATED
                                LAND
                              O'LAKES,         WHOLLY-      MAJORITY-
                                INC.            OWNED         OWNED
                               PARENT       CONSOLIDATED   CONSOLIDATED   NON-GUARANTOR                       RESTATED
                              COMPANY        GUARANTORS     GUARANTORS    SUBSIDIARIES     ELIMINATIONS     CONSOLIDATED
                              -------        ----------     ----------    ------------     ------------     ------------
                                                           (UNAUDITED)
                                                             ASSETS
<S>                         <C>             <C>            <C>            <C>              <C>             <C>
Current assets:
 Cash and short-term
  investments..........     $     58,334     $    2,584    $    (1,461)    $     4,870     $         --    $      64,327
 Receivables, net......          449,959         30,057        150,447          45,377         (130,462)         545,378
 Receivable from
  legal settlement.....           90,707             --          6,000              --               --           96,707
 Inventories...........          354,731         74,397        108,493           8,979               --          446,600
 Prepaid expenses......          176,541          4,840          7,625             240               --          189,246
 Other current assets..           12,868            337             --             673               --           13,878
                            ------------     ----------    -----------     -----------     ------------    -------------
    Total current
     assets............        1,043,140        112,215        271,104          60,139         (130,462)       1,356,136
Investments............        1,163,031          1,102         20,777           2,496         (641,814)         545,592
Property, plant and
  equipment, net.......          260,078         23,131        246,402          50,249               --          579,860
Property under capital
  lease................               --             --             --         105,736               --          105,736
Goodwill, net..........          187,755         13,172        121,673             813               --          323,413
Other intangibles......            4,243            723         96,455             349               --          101,770
Other assets...........          159,210          2,738         27,064          45,049          (13,937)         220,124
                            ------------     ----------    -----------     -----------     ------------    -------------
    Total assets.......     $  2,817,457     $  153,081    $   783,475     $   264,831     $   (786,213)   $   3,232,631
                            ============     ==========    ===========     ===========     ============    =============

                                             LIABILITIES AND EQUITIES

Current liabilities:
 Notes and short-term
  obligations..........     $     27,040     $    2,818    $        59     $    66,174     $    (58,262)   $      37,829
 Current portion of
  long-term debt.......          104,347         64,963             --              47          (64,794)         104,563
 Obligation under
  capital lease........               --             --             --         108,279               --          108,279
 Accounts payable......          503,510         68,329        117,563          18,553           (6,510)         701,445
 Accrued expenses......          160,721          1,644         45,361           4,526           (5,225)         207,027
 Patronage refunds
  and other member
  equities payable.....           12,388             --             --              --               --           12,388
                            ------------     ----------    -----------     -----------     ------------    -------------
    Total current
     liabilities.......          808,006        137,754        162,983         197,579         (134,791)       1,171,531
Long-term debt.........          988,696         10,197             --          18,023           (9,608)       1,007,308
Employee benefits and
  other liabilities....           75,588          1,333         26,071           1,348               --          104,340
Minority interests.....           49,402             --             --           4,285               --           53,687
Equities:
 Capital stock.........            2,190          1,084        507,956          61,123         (570,163)           2,190
 Member equities.......          858,996             --             --              --               --          858,996
 Retained earnings.....           34,579          2,713         86,465         (17,527)         (71,651)          34,579
                            ------------     ----------    -----------     -----------     ------------    -------------
    Total equities.....          895,765          3,797        594,421          43,596         (641,814)         895,765
                            ------------     ----------    -----------     -----------     ------------    -------------
Commitments and
  contingencies
Total liabilities and
  equities.............      $ 2,817,457     $  153,081    $   783,475     $   264,831     $   (786,213)   $   3,232,631
                            ============     ==========    ===========     ===========     ============    =============
</TABLE>

                                       19
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                    RESTATED
                                      LAND
                                    O'LAKES,        WHOLLY-         MAJORITY-
                                      INC.           OWNED            OWNED
                                     PARENT      CONSOLIDATED      CONSOLIDATED       NON-GUARANTOR                     RESTATED
                                     COMPANY      GUARANTORS        GUARANTORS        SUBSIDIARIES     ELIMINATIONS   CONSOLIDATED
                                     -------      ----------        ----------        ------------     ------------   ------------
                                                               (UNAUDITED)
<S>                                 <C>          <C>               <C>                <C>              <C>            <C>
Net sales........................   $780,699       $ 53,935          $562,755           $ 22,373          $    --      $1,419,762
Cost of sales....................    739,734         36,210           494,064             27,225               --       1,297,233
                                    --------       --------          --------           --------          -------      ----------
Gross profit.....................     40,965         17,725            68,691             (4,852)              --         122,529
Selling, general and
  administration.................     48,102         16,661            60,055               (625)              --         124,193
Restructuring and impairment
  charges........................      2,800             --             1,041                 --               --           3,841
                                    --------       --------          --------           --------          -------      ----------
(Loss) earnings from operations..     (9,937)         1,064             7,595             (4,227)              --          (5,505)
Interest expense (income), net...     17,162          1,039              (646)              (154)              --          17,401
Gain on legal settlements........    (32,699)            --                --                 --               --         (32,699)
Loss (gain) on divestiture of
  businesses.....................        364             --                --             (1,569)              --          (1,205)
Equity in (earnings) loss of
  affiliated companies...........    (48,890)            --               (33)                --            4,696         (44,227)
Minority interest in (loss)
  earnings of subsidiaries.......     (1,886)            --               122                740               --          (1,024)
                                    --------       --------          --------           --------          -------      ----------
Earnings (loss) before income
  taxes..........................     56,012             25             8,152             (3,244)          (4,696)         56,249
Income tax expense (benefit).....      8,565            181               (94)               150               --           8,802
                                    --------       --------          --------           --------          -------      ----------
Net earnings (loss)..............   $ 47,447       $   (156)         $  8,246           $ (3,394)         $(4,696)     $   47,447
                                    ========       ========          ========           ========          =======      ==========
</TABLE>

                                       20
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                   RESTATED
                                     LAND
                                   O'LAKES,        WHOLLY-         MAJORITY-
                                     INC.           OWNED             OWNED
                                    PARENT      CONSOLIDATED      CONSOLIDATED      NON-GUARANTOR                     RESTATED
                                   COMPANY       GUARANTORS        GUARANTORS       SUBSIDIARIES      ELIMINATIONS  CONSOLIDATED
                                   -------       ----------        ----------       ------------      ------------  ------------
                                                                (UNAUDITED)
<S>                              <C>            <C>               <C>               <C>               <C>           <C>
Net sales......................  $ 1,643,368      $103,901         $1,152,708         $ 49,888          $      --    $2,949,865
Cost of sales..................    1,535,973        80,053          1,012,202           52,425                 --     2,680,653
                                 -----------      --------         ----------         --------          ---------    ----------
Gross profit...................      107,395        23,848            140,506           (2,537)                --       269,212
Selling, general and
  administration...............      106,434        22,783            118,887            3,610                 --       251,714
Restructuring and impairment
  charges......................        2,800            --              4,476               --                 --         7,276
                                 -----------      --------         ----------         --------          ---------    ----------
Earnings (loss) from
  operations...................       (1,839)        1,065             17,143           (6,147)                --        10,222
Interest expense (income),
  net..........................       34,573         2,032             (1,439)            (218)                --        34,948
Gain on legal settlements......      (32,699)           --                 --               --                 --       (32,699)
Gain on sale of intangible.....           --            --             (4,184)              --                 --        (4,184)
Loss (gain) on divestiture of
  businesses...................          364            --                 --           (1,569)                --        (1,205)
Equity in (earnings) loss of
  affiliated companies.........      (50,652)           --               (236)              --             16,522       (34,366)
Minority interest in (loss)
  earnings of subsidiaries.....         (716)           --                308              318                 --           (90)
                                 -----------      --------         ----------         --------          ---------    ----------
Earnings (loss) before income
  taxes........................       47,291          (967)            22,694           (4,678)           (16,522)       47,818
Income tax expense (benefit)...        1,617           413               (496)             610                 --         2,144
                                 -----------      --------         ----------         --------          ---------    ----------
Net earnings (loss)............  $    45,674      $ (1,380)        $   23,190         $ (5,288)         $ (16,522)   $   45,674
                                 ===========      ========         ==========         ========          =========    ==========
</TABLE>

                                       21
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                 RESTATED
                                   LAND
                                 O'LAKES,        WHOLLY-        MAJORITY-
                                   INC.           OWNED           OWNED
                                  PARENT      CONSOLIDATED     CONSOLIDATED       NON-GUARANTOR                        RESTATED
                                 COMPANY       GUARANTORS       GUARANTORS        SUBSIDIARIES      ELIMINATIONS     CONSOLIDATED
                                 -------       ----------       ----------        ------------      ------------     ------------
                                                            (UNAUDITED)
<S>                             <C>           <C>              <C>                <C>               <C>              <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net earnings (loss).........  $  45,674       $ (1,380)        $ 23,190           $ (5,288)         $ (16,522)      $   45,674
  Adjustments to reconcile
   net earnings (loss) to
   net cash provided (used)
   by operating activities:
    Depreciation and
     amortization.............     25,231          1,920           23,728              1,568                 --           52,447
    Amortization of deferred
     financing charges........      1,587             --               --                 --                 --            1,587
    Bad debt expense..........        786             --            1,850                 --                 --            2,636
    Proceeds from patronage
     revolvement received.....        261             --               --                 --                 --              261
    Non-cash patronage income        (203)            --               --                 --                 --             (203)
    (Increase) decrease in
     other assets.............    (20,620)         1,251           (5,115)             6,952             (5,804)         (23,336)
    Increase (decrease) in
     other liabilities........     28,465           (153)          (2,448)                (1)                --           25,863
    Restructuring and
     impairment charges.......      2,800             --            4,476                 --                 --            7,276
    Loss (gain) on
     divestiture of
     businesses...............        364             --               --             (1,569)                --           (1,205)
    Equity in (earnings)
     loss of affiliated
     companies................    (50,652)            --             (236)                --             16,522          (34,366)
    Minority interest.........       (716)            --              308                318                 --              (90)
    Other.....................       (842)            --               66             (1,365)                --           (2,141)
  Changes in current assets
   and liabilities, net of
   acquisitions and
   divestitures:
    Receivables...............    112,811         (1,733)          21,783             (7,422)           (15,885)         109,554
    Inventories...............    (52,943)        (7,454)           1,198              1,399                 --          (57,800)
    Other current assets......     84,003          5,799              969                (52)                --           90,719
    Accounts payable..........   (165,396)         2,621          (23,323)             1,463            (10,922)        (195,557)
    Accrued expenses..........     19,927         (4,891)          (6,199)                (4)                --            8,833
                                ---------       --------         --------           --------          ---------       ----------
  Net cash provided (used)
   by operating activities....     30,537         (4,020)          40,247             (4,001)           (32,611)          30,152
CASH FLOWS FROM INVESTING
  ACTIVITIES:
 Additions to property,
  plant and equipment.........    (22,756)          (995)          (8,464)            (2,626)                --          (34,841)
 Payments for investments.....     (4,665)            (4)              --                 --                 --           (4,669)
 Proceeds from divestiture
  of businesses...............      1,710             --               --                 --                 --            1,710
 Proceeds from sale of
  investment..................     20,003             --            1,056                 --                 --           21,059
 Proceeds from sale of
  property, plant and
  equipment...................      4,243             --            4,397              1,188                 --            9,828
 Dividends from investments
  in affiliated companies.....      4,929             --               --                 --                 --            4,929
 Other........................      2,778             --               --                 --                 --            2,778
                                ---------       --------         --------           --------          ---------       ----------
 Net cash provided (used)
  by investing activities.....      6,242           (999)          (3,011)            (1,438)                --              794
CASH FLOWS FROM FINANCING
  ACTIVITIES:
 (Decrease) increase in
   short-term debt............    (19,572)         2,919           (2,923)             2,783             27,113           10,320
 Proceeds from issuance of
  long-term debt..............      2,622             --               --                 --                 --            2,622
 Payments on principal of
  long-term debt..............    (23,344)            --          (34,993)            (1,810)                --          (60,147)
 Payments for redemption of
  member equities.............    (36,472)            --               --                 --                 --          (36,472)
 Other........................     (9,332)         4,220              301              1,321              5,498            2,008
                                ---------       --------         --------           --------          ---------       ----------
 Net cash (used) provided
  by financing activities.....    (86,098)         7,139          (37,615)             2,294             32,611          (81,669)
                                ---------       --------         --------           --------          ---------       ----------
 Net (decrease) increase in
  cash and short-term
  investments.................    (49,319)         2,120             (379)            (3,145)                --          (50,723)
Cash and short-term
  investments at beginning
  of period...................    111,054          9,090           (1,027)            11,052                 --          130,169
                                ---------       --------         --------           --------          ---------       ----------
Cash and short-term
  investments at end of
  period......................  $  61,735       $ 11,210         $ (1,406)          $  7,907          $      --       $   79,446
                                =========       ========         ========           ========          =========       ==========
</TABLE>

                                       22
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          JUNE 30,     DECEMBER 31,
                                                                            2003           2002
                                                                        -----------     ----------
                                                                              ($ IN THOUSANDS)
                                                                        (UNAUDITED)
<S>                                                                     <C>             <C>
ASSETS

Current assets:
  Cash and short-term investments................................       $        --     $      356
  Receivables, net...............................................            59,570        127,382
  Receivable from legal settlement...............................                --          6,000
  Inventories....................................................           116,278        113,078
  Prepaid expenses and other current assets......................             8,502          7,835
  Note receivable - Land O'Lakes, Inc............................            91,109         29,493
                                                                        -----------     ----------
      Total current assets.......................................           275,459        284,144

Investments......................................................            20,539         22,973
Property, plant and equipment, net...............................           241,721        251,739
Goodwill, net....................................................           122,254        122,486
Other intangibles................................................            96,606         96,804
Other assets.....................................................            28,573         28,762
                                                                        -----------     ----------
      Total assets...............................................       $   785,152     $  806,908
                                                                        ===========     ==========

LIABILITIES AND EQUITIES

Current liabilities:
  Notes and short-term obligations...............................       $       725     $    2,400
  Accounts payable...............................................            86,072        121,219
  Accrued expenses...............................................            34,932         48,134
                                                                        -----------     ----------
      Total current liabilities..................................           121,729        171,753
Employee benefits and other liabilities..........................            27,648         29,447
Minority interests...............................................             6,131          2,960
Equities:
  Contributed capital............................................           515,376        515,376
  Retained earnings..............................................           114,268         87,372
                                                                        -----------     ----------
      Total equities.............................................           629,644        602,748
                                                                        -----------     ----------
Commitments and contingencies
Total liabilities and equities...................................       $   785,152     $  806,908
                                                                        ===========     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                             FOR THE THREE MONTHS ENDED              FOR THE SIX MONTHS ENDED
                                                                       JUNE 30,                              JUNE 30,
                                                               2003               2002               2003                2002
                                                            ----------         ----------        ------------        ------------
                                                                                     ($ IN THOUSANDS)
                                                                                        (UNAUDITED)
<S>                                                         <C>                <C>               <C>                 <C>
Net sales...........................................        $  592,655         $  584,292        $  1,193,755        $  1,195,752
Cost of sales.......................................           526,464            513,956           1,055,310           1,052,588
                                                            ----------         ----------        ------------        ------------
Gross profit........................................            66,191             70,336             138,445             143,164
Selling, general and administration.................            58,794             61,155             117,438             120,830
Restructuring and impairment charges................               615              1,041                 707               4,476
                                                            ----------         ----------        ------------        ------------
Earnings from operations............................             6,782              8,140              20,300              17,858
Interest income, net................................            (2,142)              (618)             (3,249)             (1,344)
Gain on legal settlements...........................            (2,134)                --              (3,002)                 --
Gain on sale of intangible..........................                --                 --                  --              (4,184)
Gain on sale of investment..........................              (346)                --                (846)                 --
Equity in earnings of affiliated companies..........                (9)               (60)               (556)               (263)
Minority interest in earnings of subsidiaries.......               559                276                 739                 486
                                                            ----------         ----------        ------------        ------------
Earnings before income taxes........................            10,854              8,542              27,214              23,163
Income tax expense..................................               156                177                 318                 306
                                                            ----------         ----------        ------------        ------------
Net earnings........................................        $   10,698         $    8,365        $     26,896        $     22,857
                                                            ==========         ==========        ============        ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       24
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      FOR THE THREE MONTHS ENDED
                                                                                                               JUNE 30,
                                                                                                         2003            2002
                                                                                                         ----            ----
                                                                                                           ($ IN THOUSANDS)
                                                                                                              (UNAUDITED)
<S>                                                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings..................................................................................      $    26,896     $    22,857
  Adjustments to reconcile net earnings to net cash provided by operating activities:
     Depreciation and amortization..............................................................           20,151          24,077
     Bad debt expense...........................................................................            1,139           1,850
     Receivable from legal settlement...........................................................            6,000              --
     Decrease (increase) in other assets........................................................              189          (5,747)
     Decrease in other liabilities..............................................................           (2,096)         (2,445)
     Restructuring and impairment charges.......................................................              707           4,476
     Equity in earnings of affiliated companies.................................................             (556)           (263)
     Minority interest..........................................................................              739             486
     Gain on sale of investments................................................................             (846)             --
  Changes in current assets and liabilities, net of acquisitions and divestitures:
     Receivables................................................................................           66,684          19,444
     Inventories................................................................................           (1,421)          3,667
     Other current assets.......................................................................            2,163             994
     Accounts payable...........................................................................          (37,072)        (26,224)
     Accrued expenses...........................................................................          (17,215)         (6,156)
                                                                                                      -----------     -----------
  Net cash provided by operating activities.....................................................           65,462          37,016
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment....................................................           (9,691)         (8,522)
  Proceeds from sale of investments.............................................................            3,000           1,056
  Proceeds from sale of property, plant and equipment...........................................            1,327           5,585
  Other.........................................................................................            2,540              --
                                                                                                      -----------     -----------
  Net cash used by investing activities.........................................................           (2,824)         (1,881)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in short-term debt...................................................................           (1,378)         (1,500)
  Proceeds from note receivable from Land O'Lakes, Inc..........................................          239,934         228,196
  Payments on note payable to Land O'Lakes, Inc.................................................         (301,550)       (264,850)
                                                                                                      -----------     -----------
  Net cash used by financing activities.........................................................          (62,994)        (38,154)
                                                                                                      -----------     -----------
  Net decrease in cash and short-term investments...............................................             (356)         (3,019)
Cash and short-term investments at beginning of period..........................................              356           3,019
                                                                                                      -----------     -----------
Cash and short-term investments at end of period................................................      $        --     $        --
                                                                                                      ===========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       25
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           ($ IN THOUSANDS IN TABLES)
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The unaudited consolidated financial statements reflect, in the opinion of
the management of Land O'Lakes Farmland Feed LLC (the "Company"), all normal
recurring adjustments necessary for a fair statement of the financial position
and results of operations and cash flows for the interim periods. The statements
are condensed, therefore do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. For further information, refer to the
audited consolidated financial statements and footnotes for the year ended
December 31, 2002 included in our Annual Report on Form 10-K. The results of
operations and cash flows for interim periods are not necessarily indicative of
results for a full year.

RECENT ACCOUNTING PRONOUNCEMENTS

      On January 1, 2003, the Company adopted Statement of Financial Accounting
Standards 146, "Accounting for Costs Associated with Exit or Disposal
Activities." The standard requires that a liability for a cost associated with
an exit or disposal activity be recognized and measured initially at fair value
when the liability is incurred. Under prior accounting literature, certain costs
for exit activities were recognized at the date a company committed to an exit
plan. The provisions of the standard are effective for exit or disposal
activities initiated after December 31, 2002.

2. RECEIVABLES

      A summary of receivables is as follows:

<TABLE>
<CAPTION>
                                                                          JUNE 30,    DECEMBER 31,
                                                                            2003          2002
                                                                         ----------    ----------
<S>                                                                      <C>          <C>
Trade accounts.........................................................  $   24,091    $   22,458
Notes and contracts....................................................       3,548        23,494
Notes from sale of trade receivables (see Note 3)......................      29,173        83,158
Other..................................................................      14,662         8,871
                                                                         ----------    ----------
                                                                             71,474       137,981
Less allowance for doubtful accounts...................................      11,904        10,599
                                                                         ----------    ----------
Total receivables, net.................................................  $   59,570    $  127,382
                                                                         ==========    ==========
</TABLE>

3. RECEIVABLES PURCHASE FACILITY

      In December 2001, the Company along with Land O'Lakes, Inc. ("Land
O'Lakes") established a $100.0 million receivables purchase facility with
CoBank, ACB ("CoBank"). A wholly-owned unconsolidated qualifying special purpose
entity, Land O'Lakes Farmland Feed SPV, LLC, ("QSPE"), was established to
purchase certain receivables from the Company along with Land O'Lakes. CoBank
has been granted an interest in the receivables owned by the QSPE. The transfers
of the receivables from the Company to the QSPE are structured as sales and,
accordingly, the receivables transferred to the QSPE are not reflected in the
Company's consolidated balance sheet. However, the Company retains the credit
risk related to the repayment of the notes receivable with the QSPE, which in
turn is dependent upon the credit risk of the QSPE's receivables. Accordingly,
the Company has retained reserves for estimated losses. The Company expects no
significant gains or losses from the sale of the receivables. At June 30, 2003,
$80.0 million was outstanding under this facility. The total accounts receivable
sold during the three months ended June 30, 2003 and 2002 were $519.0 million
and $545.5 million, respectively. The total accounts receivable sold during the
six months ended June 30, 2003 and 2002 were $1,071.1 million and $1,125.2
million, respectively.

                                       26
<PAGE>

4. INVENTORIES

      A summary of inventories is as follows:

<TABLE>
<CAPTION>
                                       JUNE 30,    DECEMBER 31,
                                         2003          2002
                                     -----------   -----------
<S>                                  <C>           <C>
Raw materials......................  $    84,010    $   83,187
Finished goods.....................       32,268        29,891
                                     -----------    ----------
Total inventories..................  $   116,278    $  113,078
                                     ===========    ==========
</TABLE>

5. INVESTMENTS

      The Company's investments are as follows:

<TABLE>
<CAPTION>
                                                     JUNE 30,    DECEMBER 31,
                                                       2003         2002
                                                    ----------   ------------
<S>                                                 <C>          <C>
New Feeds, LLC...................................   $    3,177    $   3,033
Agland Farmland Feed, LLC........................        2,462        2,585
Pro-Pet, LLC.....................................        2,561        2,326
Northern Country Feeds, LLC......................        1,736        1,704
LOLFF SPV, LLC...................................        1,000        1,000
CalvaAlto Liquid, LLC............................        1,302        1,302
Strauss Feeds, LLC...............................        1,242        1,041
Nutrikowi, LLC...................................          876          876
Dakotaland Feeds, LLC............................          842          744
Harmony Farms, LLC...............................           --        2,435
Other............................................        5,341        5,927
                                                    ----------    ---------
Total investments................................   $   20,539    $  22,973
                                                    ==========    =========
</TABLE>

6. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

The change in the carrying amount of goodwill for the six months ended June 30,
2003, is as follows.

<TABLE>
<S>                                                          <C>
Balance as of January 1, 2003.............................   $   122,486
  Amortization expense....................................          (232)
                                                             -----------
Balance as of June 30, 2003...............................   $   122,254
                                                             ===========
</TABLE>

OTHER INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                                                                          JUNE 30,     DECEMBER 31,
                                                                                                            2003          2002
                                                                                                         ----------    -----------
<S>                                                                                                      <C>           <C>
Amortized other intangible assets
   Trademarks, less accumulated amortization of $306 and $262, respectively............................  $      576     $     621
   Patents, less accumulated amortization of $1,998 and $1,395, respectively...........................      14,375        14,978
   Agreements not to compete, less accumulated amortization of $727 and $626, respectively.............         674           775
   Other intangible assets, less accumulated amortization of $5,912 and $6,463, respectively...........       4,018         3,467
                                                                                                         ----------     ---------
Total amortized other intangible assets................................................................      19,643        19,841
Total non-amortized other intangible assets-trademarks.................................................      76,963        76,963
                                                                                                         ----------     ---------
Total other intangible assets..........................................................................  $   96,606     $  96,804
                                                                                                         ==========     =========
</TABLE>

      Amortization expense for the three months ended June 30, 2003 and 2002 was
$0.7 million and $1.2 million, respectively. Amortization expense for the six
months ended June 30, 2003 and 2002 was $1.3 million and $1.8 million,
respectively. The estimated amortization expense related to other intangible
assets subject to amortization for the next five years will approximate $2.2
million annually. The weighted-average life of the intangible assets subject to
amortization is approximately 13 years.

                                       27
<PAGE>

7. RESTRUCTURING AND IMPAIRMENT CHARGES

RESTRUCTURING CHARGES

      For the three and six months ended June 30, 2003, the Company recorded a
restructuring charge of $0.6 million which represented severance costs related
to closing feed plants.

      For the six months ended June 30, 2002, the Company recorded restructuring
charges of $2.8 million representing severance and outplacement costs for 136
employees at the Ft. Dodge office and other plant facilities.

      A summary of the restructuring reserve for the six months ended June 30,
2003 is as follows:

<TABLE>
<CAPTION>
                                              BALANCE                                BALANCE
                                           DECEMBER 31,      CHARGE TO   UTILIZED    JUNE 30,
                                               2002           EXPENSE     IN 2003      2003
                                               ----           -------     -------      ----
<S>                                        <C>               <C>        <C>          <C>
Termination benefits...................      $  6,396         $  615    $   (4,768)  $  2,243
                                             ========         ======    ==========   ========
</TABLE>

IMPAIRMENT CHARGES

      For the six months ended June 30, 2003, the Company recorded impairment
charges of $0.1 million for write downs of certain plant assets to their
estimated fair value. For the three and six months ended June 30, 2002, the
Company recorded impairment charges of $1.0 million and $1.7 million,
respectively, for write downs of certain plant assets to their estimated fair
value.

8. GAIN ON LEGAL SETTLEMENTS

      During the six months ended June 30, 2003, the Company recognized a gain
on legal settlements of $3.0 million, of which $2.1 was recognized in the three
months ended June 30, 2003. The gain represents cash received from product
suppliers against whom the Company alleged certain price-fixing claims.

9. GAIN ON SALE OF INTANGIBLE

      In the six months ended June 30, 2002, the Company recorded a $4.2 million
gain on the sale of a customer list pertaining to the feed phosphate
distribution business.

10. GAIN ON SALE OF INVESTMENT

      For the three and six months ended June 30, 2003, the Company recorded
gains of $0.3 million and $0.8 million, respectively, on the sale of a Feed
investment in a swine joint venture.

11. COMMITMENTS AND CONTINGENCIES

GUARANTEES OF PARENT DEBT

      In November 2001, Land O'Lakes, which owns 92% of the Company, issued $350
million of senior notes, due 2011. These notes are guaranteed by certain
domestic, wholly-owned subsidiaries of Land O'Lakes, including the Company, and
by each domestic wholly-owned subsidiary of the Company.

      This guarantee is a general unsecured obligation, ranks equally in right
of payment with all existing and future senior indebtedness of Land O'Lakes, is
senior in right of payment to all existing and future subordinated obligations
of Land O'Lakes, and is effectively subordinated to any secured indebtedness of
Land O'Lakes and its subsidiaries, including the Company, to the extent of the
value of the assets securing such indebtedness. The maximum potential amount of
future payments that the Company would be required to make is $350 million as of
June 30, 2003. Currently, the Company does not record a liability regarding the
guarantee. The Company has no recourse provision that would enable it to recover
amounts paid under the guarantee from Land O'Lakes or any other parties.

      The notes are not guaranteed by certain majority-owned subsidiaries of the
Company (the "Non-Guarantors"). Summarized financial information of the
Non-Guarantors, which is consolidated in the financial statements of the
Company, as of and for the periods indicated, are as follows:

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                              SIX
                                                            MONTHS
                                                             ENDED     YEAR ENDED
                                                           JUNE 30,   DECEMBER 31,
                                                             2003         2002
                                                             ----         ----
<S>                                                       <C>         <C>
Total assets (end of period)...........................   $   20,578    $  23,433
Net sales..............................................       24,704       53,669
Net earnings...........................................          570          626
</TABLE>

      In November 2001, Land O'Lakes entered into new term facilities consisting
of a $325 million five-year Term Loan A facility and a $250 million seven-year
Term Loan B facility. These facilities are unconditionally guaranteed by certain
domestic, wholly-owned subsidiaries of Land O'Lakes, including the Company, and
by each domestic wholly-owned subsidiary of the Company. The maximum potential
payment related to this guarantee is $448 million as of June 30, 2003. The
Company does not currently record a liability related to the guarantee of the
Term Loans, and the Company has no recourse provisions that would enable it to
recover from Land O'Lakes or any other parties.

GUARANTEES OF PRODUCER LOANS

      The Company guarantees certain loans to large producers financed by LOL
Finance Co. The loans totaled $13.2 million and $15.2 million at June 30, 2003
and December 31, 2002, respectively. Reserves for these guarantees of $0.7
million at both June 30, 2003 and December 31, 2002, are included in the
allowance for doubtful accounts. The maximum amount guaranteed by the Company is
$7.0 million with the remaining balance guaranteed by Land O'Lakes. There were
no write-offs related to producer loans for the six months ended June 30, 2003.
The Company would have recourse against the producer to partially off-set the
liability.

      The Company also guarantees certain loans to producers and dealers
financed by third party lenders. The loans totaled $2.3 million and $2.4 million
at June 30, 2003 and December 31, 2002, respectively. Reserves for these
guarantees of $0.5 million and $0.5 million at June 30, 2003 and December 31,
2002, respectively, are included in the consolidated balance sheet. There were
no write-offs related to these loans in the six months ended June 30, 2003. The
maximum potential payment related to these guarantees is $1.0 million. The
Company has no recourse against the producer or dealer to partially off-set the
potential liability.

12. CONSOLIDATING FINANCIAL INFORMATION

      Land O'Lakes has issued $350 million in senior notes which are guaranteed
by certain domestic wholly-owned and majority-owned subsidiaries of Land
O'Lakes, including the Company and the Company's domestic wholly-owned
subsidiaries (the "Guarantor Subsidiaries"). Such guarantees are full,
unconditional and joint and several. The Company's majority-owned subsidiaries
are excluded from the guarantee ("Non-Guarantor Subsidiaries").

      The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for the Company, Guarantor Subsidiaries and the Company's
Non-Guarantor Subsidiaries. The supplemental financial information reflects the
investments of the Company in the Guarantor and Non-Guarantor Subsidiaries using
the equity method of accounting.

                                       29
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                 SUPPLEMENTAL CONSOLIDATING FINANCIAL STATEMENTS
                                  JUNE 30, 2003

<TABLE>
<CAPTION>
                                        LAND        WHOLLY                   WHOLLY OWNED
                                       O'LAKES      OWNED                    SUBSIDIARIES
                                      FARMLAND   SUBSIDIARIES  WHOLLY OWNED    OF PURINA       NON-
                                      FEED LLC        OF       PURINA MILLS,    MILLS,       GUARANTOR
                                       PARENT      LOLFF LLC    LLC PARENT       LLC       SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                                      ---------    ---------    ----------       ---       ------------  ------------  ------------
                                                                             ($ IN THOUSANDS)
<S>                                   <C>        <C>           <C>           <C>           <C>           <C>           <C>
                                                                       ASSETS
Current assets:
  Cash and short-term
   investments .................      $      --    $     --     $      --      $    --       $     --     $       --    $      --
  Receivables, net..............         41,374      38,162            --          702          6,515        (27,183)      59,570
  Inventories...................         95,493      15,419            --        1,018          4,348             --      116,278
  Prepaid expenses and other
   current assets...............          4,782         316         3,154           11            239             --        8,502
  Note receivable - Land
   O'Lakes, Inc.................         91,109          --            --           --             --             --       91,109
                                      ---------    --------     ---------      -------       --------     ----------    ---------
     Total current assets.......        232,758      53,897         3,154        1,731         11,102        (27,183)     275,459
Investments.....................        203,237         756            --        2,039          1,303       (186,796)      20,539
Property, plant and equipment,
  net...........................         96,015       7,156       132,077        1,071          5,402             --      241,721
Goodwill........................        118,383       3,655            --           --            216             --      122,254
Other intangibles...............         95,335         942            --           --            329             --       96,606
Other assets....................         27,240       1,427            --           --          1,606         (1,700)      28,573
                                      ---------    --------     ---------      -------       --------     ----------    ---------
     Total assets...............      $ 772,968    $ 67,833     $ 135,231      $ 4,841       $ 19,958     $ (215,679)   $ 785,152
                                      =========    ========     =========      =======       ========     ==========    =========

                                                               LIABILITIES AND EQUITIES

Current liabilities:
  Notes and short-term
   obligations.                       $     725    $     --     $      --      $    --       $     --     $       --    $     725
  Accounts payable..............         79,252      28,797            --           --          5,206        (27,183)      86,072
  Accrued expenses..............         31,938       1,155            --          248          1,591             --       34,932
                                      ---------    --------     ---------      -------       --------     ----------    ---------
     Total current liabilities          111,915      29,952            --          248          6,797        (27,183)     121,729
Employee benefits and other
  liabilities...................         28,471        (392)           --          207          1,062         (1,700)      27,648
Minority interests..............          2,938          --            --           --          3,193             --        6,131
Equities:
  Contributed capital...........        515,376      17,096        87,057        9,645          7,341       (121,139)     515,376
  Retained earnings.............        114,268      21,177        48,174       (5,259)         1,565        (65,657)     114,268
                                      ---------    --------     ---------      -------       --------     ----------    ---------
     Total equities.............        629,644      38,273       135,231        4,386          8,906       (189,796)     629,644
                                      ---------    --------     ---------      -------       --------     ----------    ---------
Commitments and contingencies
Total liabilities and equities..      $ 772,968    $ 67,833     $ 135,231      $ 4,841       $ 19,958     $ (215,679)   $ 785,152
                                      =========    ========     =========      =======       ========     ==========    =========
</TABLE>

                                       30
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                        LAND        WHOLLY                    WHOLLY OWNED
                                      O'LAKES       OWNED                     SUBSIDIARIES
                                      FARMLAND   SUBSIDIARIES   WHOLLY OWNED    OF PURINA        NON-
                                      FEED LLC        OF        PURINA MILLS,     MILLS,      GUARANTOR
                                       PARENT      LOLFF LLC     LLC PARENT        LLC       SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
                                      ---------    ---------     ------------   --------     ------------  ------------ ------------
                                                                            ($ IN THOUSANDS)
<S>                                   <C>        <C>            <C>           <C>            <C>           <C>          <C>
Net sales............................ $ 509,056    $ 56,430       $    --       $ 14,080       $ 13,089       $   --     $ 592,655
Cost of sales........................   448,816      47,795         6,050         12,446         11,357           --       526,464
                                      ---------    --------       -------       --------       --------       ------     ---------
Gross profit.........................    60,240       8,635        (6,050)         1,634          1,732           --        66,191
Selling, general and administrative..    50,508       5,736         1,425            136            989           --        58,794
Restructuring and impairment charges.       615          --            --             --             --           --           615
                                      ---------    --------       -------       --------       --------       ------     ---------
Earnings (loss) from operations......     9,117       2,899        (7,475)         1,498            743           --         6,782
Interest (income) expense, net.......    (2,017)       (136)           --             --             11           --        (2,142)
Gain on legal settlements............        --          --        (2,134)            --             --           --        (2,134)
Gain on sale of investment...........        --          --            --           (346)            --           --          (346)
Equity in loss (earnings) of
  affiliated companies...............        62          --            --            199             --         (270)           (9)
Minority interest in earnings of
  subsidiaries.......................       374          --            --             --            185           --           559
                                      ---------    --------       -------       --------       --------       ------     ---------
Earnings (loss) before income taxes..    10,698       3,035        (5,341)         1,645            547          270        10,854
Income tax expense...................        --          --            --             --            156           --           156
                                      ---------    --------       -------       --------       --------       ------     ---------
Net earnings (loss).................. $  10,698    $  3,035       $(5,341)      $  1,645       $    391       $  270     $  10,698
                                      =========    ========       =======       ========       ========       ======     =========
</TABLE>

                                       31
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                         LAND       WHOLLY                    WHOLLY OWNED
                                        O'LAKES      OWNED                    SUBSIDIARIES
                                       FARMLAND  SUBSIDIARIES   WHOLLY OWNED   OF PURINA         NON-
                                       FEED LLC       OF        PURINA MILLS,    MILLS,       GUARANTOR
                                        PARENT     LOLFF LLC     LLC PARENT       LLC        SUBSIDIARIES ELIMINATIONS CONSOLIDATED
                                      ----------   ----------    ----------     --------     ------------ ------------ ------------
                                                                   ($ IN THOUSANDS)
<S>                                   <C>        <C>            <C>           <C>            <C>          <C>          <C>
Net sales...........................  $1,052,239   $ 90,617       $     --      $ 26,195       $ 24,704     $     --    $1,193,755
Cost of sales.......................     919,975     79,122         12,115        22,569         21,529           --     1,055,310
                                      ----------   --------       --------      --------       --------     --------    ----------
Gross profit........................     132,264     11,495        (12,115)        3,626          3,175           --       138,445
Selling, general and administrative.     106,422      7,376          1,576           176          1,888           --       117,438
Restructuring and impairment
  charges...........................         707         --             --            --             --           --           707
                                      ----------   --------       --------      --------       --------     --------    ----------
Earnings (loss) from operations.....      25,135      4,119        (13,691)        3,450          1,287           --        20,300
Interest (income) expense, net......      (3,280)        --             --            --             31           --        (3,249)
Gain on legal settlements...........          --         --         (3,002)           --             --           --        (3,002)
Gain on sale of investment..........          --         --             --          (846)            --           --          (846)
Equity in loss (earnings) of
  affiliated companies..............       1,148         --             --           269             --       (1,973)         (556)
Minority interest in earnings of
  subsidiaries......................         371         --             --            --            368           --           739
                                      ----------   --------       --------      --------       --------     --------    ----------
Earnings (loss) before income taxes.      26,896      4,119        (10,689)        4,027            888        1,973        27,214
Income tax expense..................          --         --             --            --            318           --           318
                                      ----------   --------       --------      --------       --------     --------    ----------
Net earnings (loss).................  $   26,896   $  4,119       $(10,689)     $  4,027       $    570     $  1,973    $   26,896
                                      ==========   ========       ========      ========       ========     ========    ==========
</TABLE>

                                       32
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                                         LAND           WHOLLY                     WHOLLY OWNED
                                                       O'LAKES          OWNED                      SUBSIDIARIES
                                                       FARMLAND     SUBSIDIARIES  WHOLLY OWNED      OF PURINA
                                                       FEED LLC          OF       PURINA MILLS,       MILLS,
                                                        PARENT        LOLFF LLC    LLC PARENT          LLC
                                                        ------        ---------    ----------          ---
                                                                            ($ IN THOUSANDS)
<S>                                                   <C>           <C>           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)..............................   $  26,896       $  4,119      $(10,689)        $ 4,027
   Adjustments to reconcile net earnings (loss)
    to net cash provided (used) by operating
    activities:
   Depreciation and amortization...................       6,970            778        12,115              18
   Bad debt expense................................       1,139             --            --              --
   Receivable from legal settlement................       6,000             --            --              --
   Decrease (increase) in other assets.............         474              6            --              --
    (Decrease) increase in other liabilities.......      (6,836)          (185)           --              --
   Restructuring and impairment charges............         707             --            --              --
   Equity in loss (earnings) of affiliated
    companies......................................       1,148             --            --             269
   Minority interest...............................         371             --            --              --
   Gain on sale of investment......................          --             --            --            (846)
  Changes in current assets and liabilities, net
   of acquisitions and divestitures:
   Receivables.....................................     208,947        (15,778)           --             665
   Inventories.....................................      (2,912)           338            --             916
   Other current assets............................       2,197              6            --             (11)
   Accounts payable................................    (149,866)         5,352            --            (633)
   Accrued expenses................................     (13,785)        (1,800)           --            (448)
                                                      ---------       --------      --------         -------
  Net cash provided (used) by operating
   activities......................................      81,450         (7,164)        1,426           3,957
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment.......      (9,143)          (114)           --              --
  Proceeds from sale of investments................       3,000             --            --              --
  Proceeds from sale of property, plant and
   equipment.......................................          87             --         1,141              --
  Other............................................         965             --         1,575              --
                                                      ---------       --------      --------         -------
  Net cash (used) provided by investing
   activities......................................      (5,091)          (114)        2,716              --
  CASH FLOWS FROM FINANCING ACTIVITIES:
   (Decrease) increase in short-term debt..........      (1,378)            --            --              --
  Proceeds from note receivable from Land
   O'Lakes, Inc....................................     239,934             --            --              --
  Payments on note payable to Land O'Lakes, Inc....    (299,522)            --            --              --
  Distributions from Purina Mills, LLC.............          --             --       (10,726)         (4,027)
                                                      ---------       --------      --------         -------
  Net cash (used) provided by financing
   activities......................................     (60,966)            --            --              --
                                                      ---------       --------      --------         -------
  Net increase (decrease) in cash and short-term
   investments.....................................      15,393         (7,278)       (6,584)            (70)
  Cash and short-term investments at beginning of
   period..........................................     (15,393)         7,278         6,584              70
                                                      ---------       --------      --------         -------
Cash and short-term investments at end of period...   $      --       $     --      $     --         $    --
                                                      =========       ========      ========         =======

<CAPTION>
                                                          NON-
                                                        GUARANTOR
                                                      SUBSIDIARIES   ELIMINATIONS  CONSOLIDATED
                                                      ------------   ------------  ------------
                                                                   ($ IN THOUSANDS)
<S>                                                   <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)..............................      $   570       $   1,973     $  26,896
   Adjustments to reconcile net earnings (loss)
    to net cash provided
    (used) by operating activities:
   Depreciation and amortization...................          270              --        20,151
   Bad debt expense................................           --              --         1,139
   Receivable from legal settlement................           --              --         6,000
   Decrease (increase) in other assets.............          709          (1,000)          189
    (Decrease) increase in other liabilities.......          474           4,451        (2,096)
   Restructuring and impairment charges............           --              --           707
   Equity in loss (earnings) of affiliated
    companies......................................           --          (1,973)         (556)
   Minority interest...............................          368              --           739
   Gain on sale of investment......................           --              --          (846)
  Changes in current assets and liabilities, net
   of acquisitions and
   divestitures:
  Receivables......................................          (80)       (127,070)       66,684
   Inventories.....................................          237              --        (1,421)
   Other current assets............................          (29)             --         2,163
   Accounts payable................................        1,550         106,525       (37,072)
   Accrued expenses................................       (1,182)             --       (17,215)
                                                         -------       ---------     ---------
  Net cash provided (used) by operating
   activities......................................        2,887         (17,094)       65,462
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment.......         (434)             --        (9,691)
  Proceeds from sale of investments................           --              --         3,000
  Proceeds from sale of property, plant and
   equipment.......................................           99              --         1,327
  Other............................................           --              --         2,540
                                                         -------       ---------     ---------
  Net cash (used) provided by investing
   activities......................................         (335)             --        (2,824)
  CASH FLOWS FROM FINANCING ACTIVITIES:
   (Decrease) increase in short-term debt..........       (2,341)          2,341        (1,378)
  Proceeds from note receivable from Land
   O'Lakes, Inc....................................           --              --       239,934
  Payments on note payable to Land O'Lakes, Inc....       (2,028)             --      (301,550)
  Distributions from Purina Mills, LLC.............           --          14,753            --
                                                         -------       ---------     ---------
  Net cash (used) provided by financing
   activities......................................       (4,369)         17,094       (62,994)
                                                         -------       ---------     ---------
  Net increase (decrease) in cash and short-term
   investments.....................................       (1,817)             --          (356)
  Cash and short-term investments at beginning of
   period..........................................        1,817              --           356
                                                         -------       ---------     ---------
Cash and short-term investments at end of period...      $    --       $      --     $      --
                                                         =======       =========     =========
</TABLE>

                                       33
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                               LAND         WHOLLY                       WHOLLY OWNED
                                              O'LAKES        OWNED                       SUBSIDIARIES
                                             FARMLAND    SUBSIDIARIES    WHOLLY OWNED     OF PURINA
                                             FEED LLC         OF         PURINA MILLS,      MILLS,
                                              PARENT       LOLFF LLC      LLC PARENT         LLC
                                              ------       ---------      ----------         ---
                                                                   ($ IN THOUSANDS)
<S>                                          <C>         <C>             <C>             <C>
                                                 ASSETS

Current assets:
  Cash and short-term investments.........   $ (15,393)    $  7,278      $      6,550    $        70
  Receivables, net........................     173,416       20,156            22,509          1,367
  Receivable from legal settlement........          --           --             6,000             --
  Inventories.............................      45,693       15,757            45,109          1,934
  Prepaid expenses and other current
   assets.................................       3,224          322             4,079             --
  Note receivable -- Land O'Lakes, Inc....      29,493           --            57,759             --
                                             ---------     --------      ------------    -----------
    Total current assets..................     236,467       43,513           142,006          3,371
  Investments.............................     473,350          258                --          5,491
  Property, plant and equipment, net......      83,735        7,530           154,023          1,114
  Goodwill................................      12,815        3,656           105,202             --
  Other intangibles.......................          84        2,639            93,984             --
  Other assets............................       7,959           --            21,553             --
                                             ---------     --------      ------------    -----------
    Total assets..........................   $ 814,410     $ 57,596      $    516,768    $     9,976
                                             =========     ========      ============    ===========

                                      LIABILITIES AND EQUITIES

Current liabilities:
  Notes and short-term obligations........   $   2,000     $     --      $         --    $        --
  Accounts payable........................     190,263       22,803            47,656          5,302
  Accrued expenses........................      17,888        2,955            23,822            696
                                             ---------     --------      ------------    -----------
  Total current liabilities...............     210,151       25,758            71,478          5,998
  Notes payable-- Land O'Lakes,
   Inc.-noncurrent........................          --        2,700                --             --
  Employee benefits and other
   liabilities............................       1,482           --            28,411             --
  Minority interests......................          --           --                29             --
  Equities:
  Contributed capital.....................     515,376       16,272           358,017          8,882
  Retained earnings (accumulated
   deficit)...............................      87,372       12,866            58,862         (4,904)
                                             ---------     --------      ------------    -----------
  Total equities..........................     602,748       29,138           416,879          3,978
                                             ---------     --------      ------------    -----------
  Commitments and contingencies
  Total liabilities and equities..........   $ 814,410     $ 57,596      $    516,768    $     9,976
                                             =========     ========      ============    ===========
<CAPTION>
                                                 NON-
                                               GUARANTOR
                                             SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                             ------------    ------------    ------------
                                                            ($ IN THOUSANDS)
<S>                                          <C>             <C>             <C>
                                          ASSETS

Current assets:
  Cash and short-term investments.........     $  1,817       $       --      $     356
  Receivables, net........................        6,428          (96,494)       127,382
  Receivable from legal settlement........           --               --          6,000
  Inventories.............................        4,585               --        113,078
  Prepaid expenses and other current
   assets.................................          210               --          7,835
  Note receivable -- Land O'Lakes, Inc....           --          (57,759)        29,493
                                               --------       ----------      ---------
    Total current assets..................       13,040         (154,253)       284,144
  Investments.............................        2,196         (458,322)        22,973
  Property, plant and equipment, net......        5,337               --        251,739
  Goodwill................................          813               --        122,486
  Other intangibles.......................           97               --         96,804
  Other assets............................        1,950           (2,700)        28,762
                                               --------       ----------      ---------
    Total assets..........................     $ 23,433       $ (615,275)     $ 806,908
                                               ========       ==========      =========

                                LIABILITIES AND EQUITIES

Current liabilities:
  Notes and short-term obligations........     $  2,341       $   (2,341)     $   2,000
  Accounts payable........................        3,656         (148,461)       121,219
  Accrued expenses........................        2,773               --         48,134
                                               --------       ----------      ---------
  Total current liabilities...............        8,770         (150,802)       171,353
  Notes payable-- Land O'Lakes,
   Inc.-noncurrent........................           --           (2,700)            --
  Employee benefits and other liabilities.        3,405           (3,451)        29,847
  Minority interests......................        2,931               --          2,960
  Equities:
  Contributed capital.....................        7,420         (390,980)       515,376
  Retained earnings (accumulated deficit).          907          (67,731)        87,372
                                               --------       ----------      ---------
  Total equities..........................        8,327         (458,322)       602,748
                                               --------       ----------      ---------
  Commitments and contingencies
  Total liabilities and equities..........     $ 23,433       $ (615,275)     $ 806,908
                                               ========       ==========      =========
</TABLE>

                                       34
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                         LAND        WHOLLY                   WHOLLY OWNED
                                        O'LAKES       OWNED                   SUBSIDIARIES
                                       FARMLAND   SUBSIDIARIES  WHOLLY OWNED    OF PURINA        NON-
                                       FEED LLC        OF       PURINA MILLS,    MILLS,        GUARANTOR
                                        PARENT      LOLFF LLC    LLC PARENT       LLC        SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
                                        ------      ---------    ----------       ---        ------------  ------------ ------------
                                                                            ($ IN THOUSANDS)
<S>                                    <C>        <C>           <C>           <C>            <C>           <C>          <C>
Net sales............................  $ 321,348    $ 49,583     $ 192,723      $ 6,813        $ 13,825      $     --    $ 584,292
Cost of sales........................    293,063      44,855       158,819        5,039          12,180            --      513,956
                                       ---------    --------     ---------      -------        --------      --------    ---------
Gross profit.........................     28,285       4,728        33,904        1,774           1,645            --       70,336
Selling, general and administrative..     27,470       3,084        26,341        3,168           1,092            --       61,155
Restructuring and impairment charges.      1,041          --            --           --              --            --        1,041
                                       ---------    --------     ---------      -------        --------      --------    ---------
(Loss) earnings from operations......       (226)      1,644         7,563       (1,394)            553            --        8,140
Interest (income) expense, net.......       (496)        129          (274)          (5)             28            --         (618)
Equity in (earnings) loss of
  affiliated companies...............     (7,962)       (106)           22          394              --         7,592          (60)
Minority interest in (loss)
  earnings of subsidiaries...........       (133)        206            49           --             154            --          276
                                       ---------    --------     ---------      -------        --------      --------    ---------
Earnings (loss) before income taxes..      8,365       1,415         7,766       (1,783)            371        (7,592)       8,542
Income tax expense...................         --          --            --           --             177            --          177
                                       ---------    --------     ---------      -------        --------      --------    ---------
Net earnings (loss)..................  $   8,365    $  1,415     $   7,766      $(1,783)       $    194      $ (7,592)   $   8,365
                                       =========    ========     =========      =======        ========      ========    =========
</TABLE>

                                       35
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                          LAND       WHOLLY                   WHOLLY OWNED
                                         O'LAKES      OWNED                   SUBSIDIARIES
                                        FARMLAND  SUBSIDIARIES WHOLLY OWNED     OF PURINA        NON-
                                        FEED LLC       OF      PURINA MILLS,     MILLS,        GUARANTOR
                                         PARENT     LOLFF LLC   LLC PARENT         LLC       SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
                                         ------     ---------   ----------         ---       ------------  ------------ ------------
                                                                            ($ IN THOUSANDS)
<S>                                     <C>       <C>          <C>            <C>            <C>           <C>          <C>
Net sales............................   $ 666,356   $ 88,328    $ 399,831       $ 13,942       $ 27,295      $     --    $1,195,752
Cost of sales........................     606,899     79,732      330,952         10,368         24,637            --     1,052,588
                                        ---------   --------    ---------       --------       --------      --------    ----------
Gross profit.........................      59,457      8,596       68,879          3,574          2,658            --       143,164
Selling, general and administrative..      55,846      5,504       52,060          5,083          2,337            --       120,830
Restructuring and impairment charges.       4,476         --           --             --             --            --         4,476
                                        ---------   --------    ---------       --------       --------      --------    ----------
(Loss) earnings from operations......        (865)     3,092       16,819         (1,509)           321            --        17,858
Interest (income) expense, net.......      (1,100)       241         (575)            (5)            95            --        (1,344)
Gain on sale of intangible...........      (4,184)        --           --             --             --            --        (4,184)
Equity in (earnings) loss of
  affiliated companies...............     (18,438)        --          (57)           634             --        17,598          (263)
Minority interest in earnings of
  subsidiaries.......................          --        206          102             --            178            --           486
                                        ---------   --------    ---------       --------       --------      --------    ----------
Earnings (loss) before income taxes..      22,857      2,645       17,349         (2,138)            48       (17,598)       23,163
Income tax expense...................          --         --           --             --            306            --           306
                                        ---------   --------    ---------       --------       --------      --------    ----------
Net earnings (loss)..................   $  22,857   $  2,645    $  17,349       $ (2,138)      $   (258)     $(17,598)   $   22,857
                                        =========   ========    =========       ========       ========      ========    ==========
</TABLE>

                                       36
<PAGE>

                         LAND O'LAKES FARMLAND FEED LLC

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                          LAND        WHOLLY                    WHOLLY OWNED
                                         O'LAKES       OWNED                    SUBSIDIARIES
                                        FARMLAND   SUBSIDIARIES  WHOLLY OWNED     OF PURINA       NON-
                                        FEED LLC        OF       PURINA MILLS,     MILLS,       GUARANTOR
                                         PARENT      LOLFF LLC    LLC PARENT         LLC      SUBSIDIARIES ELIMINATIONS CONSOLIDATED
                                         ------      ---------    ----------         ---      ------------ ------------ ------------
                                                                              ($ IN THOUSANDS)
<S>                                     <C>        <C>           <C>            <C>           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)................   $  22,857    $  2,645      $ 17,349       $(2,138)      $   (258)    $(17,598)   $  22,857
  Adjustments to reconcile net
   earnings (loss) to net cash
   provided (used) by operating
   activities:
   Depreciation and amortization ....       7,331         430        15,756           174            386           --       24,077
   Bad debt expense..................       1,850          --            --            --             --           --        1,850
   Decrease (increase) in other
    assets...........................      25,218       2,787        (3,849)          583            437      (30,923)      (5,747)
   (Decrease) increase in other
    liabilities......................        (213)     (3,344)          970            --            142           --       (2,445)
   Restructuring and impairment
    charges..........................       4,476          --            --            --             --           --        4,476
   Equity in (earnings) loss of
    affiliated companies.............     (18,438)         --           (57)          634             --       17,598         (263)
   Minority interests................          --         206           102            --            178           --          486
  Changes in current assets and
   liabilities, net of acquisitions
   and divestitures:
   Receivables.......................      (8,535)     (6,032)        7,587           202         (2,308)      28,530       19,444
   Inventories.......................      (2,315)      1,867         1,980           328          1,807           --        3,667
   Other current assets..............          (2)       (183)        1,167            (4)            16           --          994
   Accounts payable..................      22,773      (2,077)       (8,046)          (83)        (2,708)     (36,083)     (26,224)
   Accrued expenses..................      (4,772)        199        (1,911)          230             98           --       (6,156)
                                        ---------    --------      --------       -------       --------     --------    ---------
  Net cash provided (used) by
   operating activities..............      50,230      (3,502)       31,048           (74)        (2,210)     (38,476)      37,016
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to property, plant and
  equipment..........................      (3,369)       (331)       (4,592)         (143)           (87)          --       (8,522)
 Proceeds from sale of investments...         681          --           375            --             --           --        1,056
 Proceeds from sale of property,
  plant and equipment................       5,585          --            --            --             --           --        5,585
                                        ---------    --------      --------       -------       --------     --------    ---------
 Net cash provided (used) by
  investing activities...............       2,897        (331)       (4,217)         (143)           (87)          --       (1,881)
CASH FLOWS FROM FINANCING ACTIVITIES:
 (Decrease) increase in short-term
  debt...............................      (8,962)      6,031            --            --          1,431           --       (1,500)
 Proceeds from note receivable from
  Land O'Lakes, Inc..................     189,270          --            --            --             --       38,476      228,196
 Payments on note payable to Land
  O'Lakes, Inc.......................    (226,374)     (1,610)      (35,111)           --         (1,755)          --     (264,850)
                                        ---------    --------      --------       -------       --------     --------    ---------
 Net cash (used) provided by
  financing activities...............     (45,616)      4,421       (35,111)           --           (324)      38,476      (38,154)
                                        ---------    --------      --------       -------       --------     --------    ---------
 Net increase (decrease) in cash.....       7,511         588        (8,280)         (217)        (2,621)          --       (3,019)
Cash and short-term investments at
  beginning of period................     (19,774)      4,377        14,156           214          4,046           --        3,019
                                        ---------    --------      --------       -------       --------     --------    ---------
Cash and short-term investments at
  end of period......................   $ (12,263)   $  4,965      $  5,876       $    (3)      $  1,425     $     --    $      --
                                        =========    ========      ========       =======       ========     ========    =========
</TABLE>

                                       37
<PAGE>

                                PURINA MILLS, LLC

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          JUNE 30,     DECEMBER 31,
                                                                            2003           2002
                                                                        -----------     ----------
                                                                            ($ IN THOUSANDS)
                                                                        (UNAUDITED)
<S>                                                                     <C>            <C>
ASSETS
Current assets:
  Cash and short-term investments...................................    $       205     $    6,654
  Receivables, net..................................................            828         23,990
  Receivable from legal settlement..................................             --          6,000
  Inventories.......................................................          1,418         47,620
  Prepaid expenses and other current assets.........................          3,188          4,079
  Note receivable from Land O'Lakes Farmland Feed LLC...............             --         57,759
                                                                        -----------     ----------
      Total current assets..........................................          5,639        146,102
Investments.........................................................          2,040          5,491
Property, plant and equipment, net..................................        134,398        156,291
Goodwill............................................................             60        105,202
Other intangibles...................................................             --         94,044
Other assets........................................................             --         21,547
                                                                        -----------     ----------
      Total assets..................................................    $   142,137     $  528,677
                                                                        ===========     ==========
LIABILITIES AND EQUITIES
Current liabilities:
  Accounts payable..................................................             17         53,308
  Accrued expenses..................................................            942         24,995
                                                                        -----------     ----------
      Total current liabilities.....................................            959         78,303
Employee benefits and other liabilities.............................          1,187         29,493
Minority interests..................................................             21             29
Equities:
  Contributed capital...............................................         93,045        367,288
  Retained earnings.................................................         46,925         53,564
                                                                        -----------     ----------
      Total equities................................................        139,970        420,852
                                                                        -----------     ----------
Commitments and contingencies
Total liabilities and equities......................................    $   142,137     $  528,677
                                                                        ===========     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       38
<PAGE>

                                PURINA MILLS, LLC

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            FOR THE THREE MON THS ENDED              FOR THE SIX MONTHS ENDED
                                                            ---------------------------              ------------------------
                                                                      JUNE 30                                JUNE 30
                                                                      -------                                -------
                                                              2003               2002                2003                2002
                                                           ---------          ----------          ----------          ----------
                                                                                     ($ IN THOUSANDS)
                                                                                       (UNAUDITED)
<S>                                                        <C>                <C>                 <C>                 <C>
Net sales...........................................       $  15,685          $  199,919          $   28,313          $  414,782
Cost of sales.......................................          19,965             164,079              36,615             342,073
                                                           ---------          ----------          ----------          ----------
Gross profit (loss).................................          (4,280)             35,840              (8,302)             72,709
Selling, general and administrative.................           1,692              29,741               1,908              57,554
                                                           ---------          ----------          ----------          ----------
(Loss) earnings from operations.....................          (5,972)              6,099             (10,210)             15,155
Interest (income) expense, net......................              --                (276)                  3                (564)
Gain on legal settlements...........................          (2,134)                 --              (3,002)                 --
Gain on sale of investment..........................            (346)                 --                (846)                 --
Equity in loss of affiliated companies..............             279                 416                 282                 577
Minority interest in earnings (loss) of
 subsidiaries.......................................              --                   2                  (8)                 69
                                                           ---------          ----------          ----------          ----------
Net (loss) earnings.................................       $  (3,771)         $    5,957          $   (6,639)         $   15,073
                                                           =========          ==========          ==========          ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       39
<PAGE>

                                PURINA MILLS, LLC

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   FOR THE SIX MONTHS ENDED
                                                                  --------------------------
                                                                           JUNE 30,
                                                                     2003             2002
                                                                  ---------        ---------
                                                                      ($ IN THOUSANDS)
                                                                         (UNAUDITED)
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) earnings.......................................      $  (6,639)       $  15,073
  Adjustments to reconcile net (loss) earnings to net cash
   provided by operating activities:
   Depreciation and amortization............................         12,133           15,930
   Increase in other assets.................................             --           (3,266)
   (Decrease) increase in other liabilities.................           (463)             970
   Equity in loss of affiliated companies...................            282              577
   Minority interest........................................             (8)              69
   Gain on sale of investment...............................           (846)              --
   Loss on sale of property, plant and equipment............          1,391               --
   Other....................................................            334               --
  Changes in current assets and liabilities, net of
   acquisitions and divestitures:
   Receivables..............................................            521            7,904
   Inventories..............................................          1,086            2,308
   Other current assets.....................................            929            1,163
   Accounts payable.........................................           (618)          (8,129)
   Accrued expenses.........................................           (930)          (1,681)
                                                                  ---------        ---------
  Net cash provided by operating activities.................          7,172           30,918
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment................             --           (4,735)
  Payments for investments..................................             --              (22)
  Dividends from affiliated companies.......................            375               --
  Proceeds from sale of investments.........................          3,000              397
  Proceeds from sale of property, plant and equipment.......          1,141               --
                                                                  ---------        ---------
   Net cash provided (used) by investing activities.........          4,516           (4,360)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on note payable to Land O'Lakes Farmland
   Feed LLC.................................................             --          (35,111)
  Cash distribution to parent...............................        (18,137)              --
  Other.....................................................             --               56
                                                                  ---------        ---------
  Net cash used by financing activities.....................        (18,137)         (35,055)
                                                                  ---------        ---------
  Net decrease in cash and short-term investments...........         (6,449)          (8,497)
Cash and short-term investments at beginning of period......          6,654           14,370
                                                                  ---------        ---------
Cash and short-term investments at end of period............      $     205        $   5,873
                                                                  =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       40
<PAGE>

                                PURINA MILLS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           ($ IN THOUSANDS IN TABLES)
                                   (UNAUDITED)

1. ORGANIZATION

      Purina Mills, LLC ("the Company") was established in October, 2001 through
the merger of Purina Mills, Inc. with a wholly-owned subsidiary of Land O'Lakes,
Inc. As a result of the merger, Purina Mills, Inc. was reorganized as a limited
liability company, renamed Purina Mills, LLC, and was contributed to Land
O'Lakes Farmland Feed LLC ("Land O'Lakes Farmland Feed") on October 11, 2001.

      Since October 2001, Land O'Lakes Farmland Feed has been integrating the
Company's operations into its own to decrease operating costs and to generate
other integration-related synergies. In January 2003, Nestle Purina PetCare
Company ("NPPC") consented to the transfer of the Purina license from the
Company to Land O'Lakes Farmland Feed. This transfer granted Land O'Lakes
Farmland Feed the exclusive right to use the Purina, Chow and the "Checkerboard"
Nine Square logo on a perpetual, royalty-free basis. In connection with the
transfer of the Purina license beginning January 1, 2003, the Company also
transferred most of its operations and distributed most of its net assets to its
parent, Land O'Lakes Farmland Feed. At June 30, 2003, the Company still owns a
significant amount of property, plant, and equipment assets which generated no
revenue for the Company, as these assets are operated and controlled by Land
O'Lakes Farmland Feed.

2. STATEMENT PRESENTATION

      The consolidated financial statements include the accounts of the Company
and wholly-owned and majority-owned subsidiaries and limited liability
companies. Intercompany balances and transactions have been eliminated. The
Company's parent company, Land O'Lakes Farmland Feed, conducts its operations
using property, plant, and equipment assets of the Company. Accordingly, the
consolidated financial statements reflect depreciation expense associated with
these assets for which no reimbursement is received from the parent company.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The unaudited consolidated financial statements reflect, in the opinion of
the management of Purina Mills, LLC, all normal recurring adjustments necessary
for a fair statement of the financial position and results of operations and
cash flows for the interim periods. The statements are condensed, and therefore
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. For further information, refer to the audited consolidated
financial statements and footnotes for the year ended December 31, 2002 included
in our Annual Report on Form 10-K. The results of operations and cash flows for
interim periods are not necessarily indicative of results for a full year.

4. SUPPLEMENTAL CASH FLOW INFORMATION

      On January 1, 2003, in connection with the transfer of the Purina license,
the Company distributed net assets to Land O'Lakes Farmland Feed through a
non-cash transaction. These net assets totaled $256.1 million and are summarized
as follows:

<TABLE>
<CAPTION>
                                                                   AT
                                                               JANUARY 1,
                                                                  2003
                                                                  ----
<S>                                                            <C>
Current assets.............................................    $  131,911
Investments................................................         1,142
Property, plant, and equipment, net........................         6,015
Goodwill and other intangibles, net........................       199,186
Other assets...............................................        21,491
Current liabilities........................................       (75,796)
Other noncurrent liabilities...............................       (27,843)
                                                               ----------
Total net assets distributed...............................    $  256,106
                                                               ==========
</TABLE>

                                       41
<PAGE>

5. RECEIVABLES

      A summary of receivables is as follows:

<TABLE>
<CAPTION>
                                                              JUNE 30,   DECEMBER 31,
                                                                2003         2002
                                                                ----         ----
<S>                                                           <C>        <C>
Trade receivables..........................................    $  192      $     345
Notes from sale of trade receivables (see  Note 6).........        --         26,717
Other......................................................       661          3,002
                                                               ------      ---------
                                                                  853         30,064
Less allowance for doubtful accounts.......................        25          6,074
                                                               ------      ---------
Total receivables, net.....................................    $  828      $  23,990
                                                               ======      =========
</TABLE>

6. RECEIVABLES PURCHASE FACILITY

      In December 2001, the Company along with Land O'Lakes, Inc. and Land
O'Lakes Farmland Feed, established a $100.0 million receivables purchase
facility with CoBank, ACB ("CoBank"). A wholly-owned, unconsolidated special
purpose entity ("SPE") was established to purchase certain receivables from the
Company, Land O'Lakes and Land O'Lakes Farmland Feed. CoBank had been granted an
interest in the pool of receivables owned by the SPE. Transfers of receivables
from the Company to the SPE were structured as sales and, accordingly, the
receivables transferred to the SPE were not reflected in the consolidated
balance sheet. In 2003, the Company's receivables, except for receivables of its
wholly-owned and majority-owned subsidiaries and limited liability companies,
were distributed to the parent company, Land O'Lakes Farmland Feed. The total
accounts receivable sold by the Company during the six months ended June 30,
2003 and 2002 were $0.0 million and $458.4 million, respectively.

7. INVENTORIES

      A summary of inventories is as follows:

<TABLE>
<CAPTION>
                                                   JUNE 30,    DECEMBER 31,
                                                     2003         2002
                                                     ----         ----
<S>                                                <C>         <C>
Raw materials...................................   $    674     $  33,207
Finished goods..................................        744        14,413
                                                   --------     ---------
Total inventories...............................   $  1,418     $  47,620
                                                   ========     =========
</TABLE>

8. INVESTMENTS

      The Company's investments are as follows:

<TABLE>
<CAPTION>
                                                      JUNE 30,   DECEMBER 31,
                                                        2003         2002
                                                        ----         ----
<S>                                                   <C>        <C>
 Y-Not, LLC........................................   $    655     $    579
 Eastern Block, Inc................................        516          524
 Eastgate Feed and Grain, LLC......................        333          296
 Harmony Farms, LLC................................         --        2,435
 ESSV, LLC.........................................         --          893
 Other.............................................        536          764
                                                      --------     --------
Total investments..................................   $  2,040     $  5,491
                                                      ========     ========
</TABLE>

During the six months ended June 30, 2003, the Company sold its interest in
Harmony Farms, LLC and ESSV, LLC for $3.0 million in cash and recorded a $0.8
million gain on the sale. On January 1, 2003 certain other investments were
distributed to the Company's parent, Land O'Lakes Farmland Feed.

9. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL The changes in the carrying amount of goodwill for the six months ended
June 30, 2003, are as follows:

<TABLE>
<S>                                                      <C>
Balance as of January 1, 2003.........................   $    105,202
Distribution to parent company........................       (105,142)
                                                         ------------
Balance as of June 30, 2003...........................   $         60
                                                         ============
</TABLE>

                                       42
<PAGE>

      On January 1, 2003, goodwill for the Company was distributed to the parent
company, Land O'Lakes Farmland Feed.

OTHER INTANGIBLE ASSETS A summary of other intangible assets is as follows:

<TABLE>
<CAPTION>
                                                                                             JUNE 30,   DECEMBER 31,
                                                                                               2003         2002
                                                                                               ----         ----
<S>                                                                                          <C>        <C>
Amortized other intangible assets:
  Patents, less accumulated amortization of $0 and $1,395, respectively...................     $ --       $  14,978
  Other intangible assets, less accumulated amortization of $0 and $670, respectively.....       --           2,103
                                                                                               ----       ---------
Total amortized other intangible assets...................................................       --          17,081
Total non-amortized other intangible assets-trademarks....................................       --          76,963
                                                                                               ----       ---------
Total other intangible assets.............................................................     $ --       $  94,044
                                                                                               ====       =========
</TABLE>

      Amortization expense for the six months ended June 30, 2003 and 2002 was
$0.0 million and $1.0 million, respectively. On January 1, 2003, other
intangible assets of the Company were distributed to the parent company, Land
O'Lakes Farmland Feed.

10. GAIN ON LEGAL SETTLEMENTS

      The Company recognized a gain on legal settlements of $3.0 million and
$0.0 million for the six months ended June 30, 2003 and 2002, respectively,
related to the litigation with vitamin product suppliers against whom the
Company alleged certain price-fixing claims.

11. COMMITMENTS AND CONTINGENCIES

GUARANTEE OF PARENT DEBT

      In November 2001, Land O'Lakes, Inc. issued $350 million of senior
unsecured notes, due 2011. The notes are guaranteed by the Company and by
certain of its domestic wholly-owned subsidiaries.

      This guarantee is a general unsecured obligation, ranks equally in right
of payment with all existing and future senior indebtedness of Land O'Lakes, is
senior in right of payment to all existing and future subordinated obligations
of Land O'Lakes, and is effectively subordinated to any secured indebtedness of
Land O'Lakes and its subsidiaries, including the Company, to the extent of the
value of the assets securing such indebtedness. The maximum potential amount of
future payments that the Company would be required to make is $350 million as of
June 30, 2003. Currently, the Company does not record a liability regarding the
guarantee. The Company has no recourse provision that would enable it to recover
amounts paid under the guarantee from Land O'Lakes, Inc. or any other parties.

      The notes are not guaranteed by certain majority-owned subsidiaries of the
Company (the "Non-Guarantors"). Summarized financial information of the
Non-Guarantors, which is consolidated in the financial statements of the
Company, as of and for the periods indicated, are as follows:

<TABLE>
<CAPTION>
                                                                SIX
                                                            MONTHS ENDED      YEAR ENDED
                                                              JUNE 30,       DECEMBER 31,
                                                                2003             2002
                                                              --------         --------
<S>                                                         <C>              <C>
Total assets..........................................        $  1,929         $  1,933
Net sales.............................................           2,118            1,859
Net loss..............................................             (20)            (625)
</TABLE>

      In November 2001, Land O'Lakes, Inc. entered into term facilities
consisting of a $325 million five-year Term Loan A facility and a $250 million
seven-year Term Loan B facility. These facilities are unconditionally guaranteed
by the Company and certain of its wholly-owned subsidiaries. The maximum
potential payment related to this guarantee is $448 million as of June 30, 2003.
The Company does not currently record a liability related to the guarantee of
the Term Loans, and the Company has no recourse provisions that would enable it
to recover from Land O'Lakes, Inc. or any other parties.

                                       43
<PAGE>

12. RELATED PARTY TRANSACTIONS

      The Company records depreciation expense for property, plant, and
equipment assets which are used by the parent company, Land O'Lakes Farmland
Feed, to conduct its business. The Company receives no reimbursement for this
expense, which was $12.1 million for the six months ended June 30, 2003.

      For the six months ended June 30, 2003, the Company did not pay for
certain selling, general and administrative expenses. These costs include sales
and marketing support, corporate and other administrative and management costs
which were paid for and expensed by Land O'Lakes Farmland Feed.

                                       44
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      The following information has been amended to reflect the restatement of
our consolidated financial statements as further discussed in "Explanatory Note"
in the forepart of this Form 10-Q/A and in Note 2 of Notes to Consolidated
Financial Statements of Land O'Lakes, Inc. included in Part 1, Item 1 of this
Form 10-Q/A.

      You should read the following discussion of financial condition and
results of operations together with the financial statements and the notes to
such statements included elsewhere in this Form 10-Q/A.

OVERVIEW

      We operate our business predominantly in the United States in five
segments: Dairy Foods, Animal Feed, Crop Seed, Swine and Agronomy. We have
limited international operations. We have investments in certain entities that
are not consolidated in our financial statements but are accounted for under the
equity or cost methods of accounting. For the six months ended June 30, 2003,
the earnings from our unconsolidated businesses amounted to $50.4 million,
compared to earnings of $34.4 million for the six months ended June 30, 2002.
Our investment in unconsolidated businesses amounted to $598.5 million on June
30, 2003 and $545.6 million on December 31, 2002. Cash flow from our investment
in unconsolidated businesses for the six months ended June 30, 2003 was $5.2
million, compared to $6.9 million for the six months ended June 30, 2002.
Agriliance and CF Industries constitute the most significant of our investments
in unconsolidated businesses, both of which are reflected in our agronomy
results. Our investment in, and earnings from, Agriliance and CF Industries were
as follows as of and for the six months ended:

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                                               JUNE 30,
                                                           -----------------
                                                           2003         2002
                                                           ----         ----
                                                            (IN MILLIONS)
<S>                                                     <C>          <C>
AGRILIANCE:
  Investment..........................................  $   135.6    $   123.2
  Equity in earnings..................................       44.0         39.1
CF INDUSTRIES:
  Investment..........................................  $   249.5    $   249.5
  Patronage income....................................         --           --
</TABLE>

      We did not receive cash distributions from Agriliance or CF Industries
during these periods.

      CF Industries is an inter-regional cooperative involved in the manufacture
of crop nutrients, in which we have a 38% ownership interest based on our
product purchases. As a member, we are allowed to elect one board member out of
a total of nine. Agriliance is one of CF Industries' most significant customers.
CF Industries operates in a highly cyclical industry. The oversupply of nitrogen
in the industry since 1998 and recent unexpected high natural gas cost has
resulted in depressed prices and, consequently, depressed earnings. Studies are
currently under way to determine strategic steps to address the negative
earnings situation. Depending on the outcome of these studies, we may be
required to record an impairment charge for a portion of our investment in CF
Industries later in 2003. Since CF Industries is a cooperative, we only receive
earnings from our investment when the cooperative allocates and distributes
patronage to us. No patronage was allocated and distributed to us in the last
four years because CF Industries realized losses in those years. We anticipate
that no patronage allocations will occur until these losses have been recouped.
Our $249.5 million investment in CF Industries consists of approximately $150
million in noncash patronage income from prior periods (not distributed to us)
and approximately $100 million that was acquired as part of our Countrymark
acquisition in 1998 based on Countrymark's prior business with CF Industries.
Prior to the contribution of our agronomy assets to Agriliance, our agronomy
business earned patronage income on the business it conducted with CF
Industries. Since July 29, 2000, Land O'Lakes has been entitled to receive
patronage income for business that Agriliance transacts with CF Industries on
behalf of our members, primarily fertilizer purchases. We believe that these
sales are on terms comparable to those available to unaffiliated third parties.

      Certain segments of our business are subject to seasonal fluctuations in
demand. In our Dairy Foods segment, butter sales typically increase in the fall
and winter months due to increased demand during holiday periods. Animal feed
sales tend to increase in the fourth and first quarter of each year because
cattle are less able to graze during cooler months. Most crop seed sales used to
occur in the first and second quarter of each year. However, we have seen a
trend toward selling more crop seed in the fourth and first quarter of each year
as a result of lower sales of proprietary brands and increased sales of
partnered seed brands. Agronomy product sales tend to be much higher in the
first and second quarter of each year, as farmers buy crop nutrients and crop
protection products to meet their seasonal needs.

FACTORS AFFECTING COMPARABILITY

Dairy and Agricultural Commodity Inputs and Outputs

      Many of our products, particularly in our Dairy Foods, Animal Feed and
Swine segments, use dairy or agricultural commodities as inputs or constitute
dairy or agricultural commodity outputs. Consequently, our results are affected
by the cost of commodity inputs and the market price of commodity outputs.
Government regulation of the dairy industry and industry practices in animal
feed tend to stabilize margins in those segments but do not protect against
large movements in either input costs or output prices.

      Dairy Foods. Raw milk is the major commodity input for our Dairy Foods
segment. For the six months ended June 30, 2003, our raw milk input cost was
$728.4 million, or 59.0% of the cost of sales for our Dairy Foods segment.
Cream, butter and bulk cheese are also significant dairy foods commodity inputs.
Cost of sales for these inputs was $86.4 million for cream, $36.9 million for
butter and $110.5 million for bulk cheese for the six months ended June 30,
2003. Our dairy foods outputs, namely butter, cheese and nonfat dry milk, are
also commodities.

      The minimum price of raw milk and cream is set monthly by Federal
regulators based on regional prices of dairy foods products produced. These
prices provide the basis for our raw milk and cream input costs. As a result,
those dairy foods products for which the sales price is fixed shortly after
production, such as most bulk cheese, are not usually subject to significant
commodity price risk as the price received for the output usually varies with
the cost of the significant inputs. For the six months ended June 30, 2003, bulk
cheese, which is generally sold the day made, represented $117.9 million, or
9.1% of our Dairy Foods segment's net sales. Other products, such as private
label butter, which have significant net sales, are also generally sold shortly
after they are made.

      We also maintain significant inventories of butter and cheese for sale to
our retail and foodservice customers, which are subject to commodity price risk.
Because production of raw milk and demand for butter varies seasonally, we
inventory significant amounts of butter. Demand for butter is highest during the
fall and winter, when milk supply is lowest. As a result, we produce and store
excess quantities of butter during the spring when milk supply is highest. In
addition, we maintain some inventories of cheese for aging. For

                                       46
<PAGE>

the six months ended June 30, 2003, branded and private label retail, deli and
foodservice net sales of cheese and butter represented $467.7 million, or 35.9%
of our Dairy Foods segment's net sales.

      We maintain a sizable dairy manufacturing presence in the Upper Midwest.
This region has seen significant declines in cow numbers. Since 1990, cow
numbers have declined 16% in Minnesota and 14% in Wisconsin. Over the same
period, the Minnesota/Wisconsin share of nationwide dairy manufacturing volume
has declined from 40% to 28%. This decline has put pressure on our Upper Midwest
milk input costs and has resulted in significant losses for the six months ended
June 30, 2003. We sold our Perham, MN plant in July 2003 and will continue to
explore additional initiatives to improve our Upper Midwest dairy infrastructure
in an effort to increase efficiencies and reduce costs.

      Reduced margins on our mozzarella and whey products have had a negative
impact not only on our Upper Midwest operations but also on our Cheese & Protein
International LLC ("CPI") operations. Demand for mozzarella and whey has
softened which, together with anticipated increases in mozzarella capacity in
the industry, has placed downward pressure on the margins these products
generate. Mozzarella prices in the first half of 2003 were approximately $0.10
per pound lower than those in 2002. Commodity dried whey prices averaged $0.15
during the first half, compared to $0.20 last year. We expect that the reduced
margins will continue at least through 2003.

      In addition, we increased our ownership position in CPI from 70% to 95% in
2002. The ownership share of Mitsui of Japan, our joint venture partner, was
decreased by a corresponding amount. In June 2003, we successfully concluded an
agreement which provides for Mitsui's continued participation in CPI. Under the
agreement, Mitsui contributed an additional $1.4 million to the venture in cash,
providing it with a current participation interest of approximately 4.9%. Under
the current agreement, Mitsui has the option to either contribute additional
equity for the Phase 2 Expansion to maintain its percentage interest or to allow
its percentage interest to be diluted. We expect that there will likely be no
further equity contributions from Mitsui. Mitsui will not have significant
control of the joint venture going forward, but will retain a put option for its
remaining interest which can be exercised beginning on December 31, 2004 and
which takes effect up to nine months following such notice. The put allows
Mitsui to sell its entire remaining interest to us at original cost, with no
interest thereon. This equates to $3.2 million plus any future equity
contributions which Mitsui may make. Mitsui may exercise the option earlier, but
only if certain specified actions are deliberately taken by CPI or Land O'Lakes
to Mitsui's material disadvantage. We do not expect that such a scenario will
occur.

      Animal Feed. The Animal Feed segment follows industry standards for feed
pricing. The feed industry generally prices products based on income over
ingredient cost ("IOIC") per ton of feed. This practice tends to mitigate the
impact of volatility in commodity ingredient markets on our animal feed profits.
As ingredient costs fluctuate, the changes are generally passed on to customers
through weekly or monthly changes in prices. Accordingly, net sales are
considered to be a poor indicator of performance since large fluctuations can
occur from period-to-period due to volatility in the underlying commodity
ingredient prices.

      We also enter into forward contracts to supply feed, which currently
represent approximately 20% of our feed output. When we enter into these
contracts, we also generally enter into forward input supply contracts to "lock
in" our IOIC.

      As dairy production has shifted from the Upper Midwest to the western
United States, we have seen a change in our feed product mix, with lower sales
of complete feed and increased sales of simple blends. Complete feed is
manufactured feed which meets the complete nutritional requirements of animals,
whereas a simple blend is a blending of unprocessed commodities to which the
producer then adds vitamins to supply the animal's nutritional needs. This
change in product mix is a result of differences in industry practices. Dairy
producers in the western United States tend to purchase feed components and mix
them at the farm location rather than purchasing a complete feed product
delivered to the farm. Producers will purchase grain blends and concentrated
premixes from separate suppliers. This shift is reflected in increased sales of
simple blends in our Western feed region and sales increases in our subsidiaries
that manufacture premixes in the Western area. In addition, the increase in
vertical integration of swine and poultry producers has impacted our feed
product mix by increasing sales of lower-margin feed products.

      We have seen continued erosion of commodity feed volumes, mainly related
to the low prices in swine and dairy markets, which has resulted in a
liquidation of herds and a resulting fall in feed volumes. In the first six
months of 2003, dairy feed volumes were down 10% compared to 2002, and there
were also reductions of 14% and 21%, respectively, in poultry and swine feed
volumes. Some of this volume reduction was deliberate, due to plant closings and
rejection of unprofitable sales opportunities. We expect lower volumes in dairy,
poultry and swine feed to continue for the remainder of the year. On the other
hand, beef livestock feed volumes have improved and are 2% higher for the six
months ended June 30, 2003 than the same period last year. With declines in
dairy commodity prices, livestock producers also shifted from higher margin
branded feed products to lower margin commodity feeds.

      Swine. We produce and market both young feeder pigs (approximately 45
pounds) and mature market hogs (approximately 260 pounds) under three primary
programs: swine aligned, farrow-to-finish and cost-plus.

      Under the swine aligned program, we own sows and raise feeder pigs that we
sell to our local member cooperatives under ten-year contracts. For the first
five years, we receive a fixed base price for our feeder pigs and are reimbursed
for feed costs. In years six

                                       47
<PAGE>

through ten, the price is based on the cost of production, plus a margin
designed to achieve a target return on invested capital. Since the price for the
duration of the contract is not tied to the live hog market, we do not have
market risk on feeder pig prices. In addition, there is no risk on corn or
soybean meal prices since we are reimbursed for actual feed costs. We do incur
production risk if we do not produce enough feeder pigs or if we do not produce
them at a competitive cost.

    Under the farrow-to-finish program, we produce and sell market hogs.
Historically, market hog price fluctuations have resulted in volatility in our
net sales and earnings. In order to mitigate this risk, we have committed to
sell substantially all of the market hogs we produce annually through 2005 under
a packer agreement. Under this packer agreement, we are paid market prices for
our hogs with a settlement based on the sales price of the pork products
produced from those hogs. This approach mitigates some of the volatility under
this program because market hog and pork product margins do not tend to move
together. We sell the balance of our market hogs on the open market. We sell
feeder pigs on the open market, as well, depending on sow farm performance and
finishing space limitations. For the six months ended June 30, 2003, we have
sold approximately 14% of our feeder pig volume on the open market.

      Under the cost-plus program, we provide minimum hog price guarantees to
producers in exchange for swine feed sales and profit participation. We are in
the process of phasing out our existing cost-plus contracts and will not be
entering into new ones under the current structure. During the second quarter of
2003 we continued to reduce our hog exposure by offering our cost-plus producers
an early exit option. During the first six months of 2003, producers
representing about 100,000 hogs (39%) elected the early exit option, leaving
130,000 hogs on the cost-plus program. The majority of the remaining cost-plus
contracts will expire in late 2003 and early 2004, and the last cost-plus
contracts will expire in early 2005. The program incurred pretax losses of $1.9
million for the six months ended June 30, 2003 and $1.1 million for the six
months ended June 30, 2002.

      Historically, Purina Mills reported results of its swine business together
with its feed business. Accordingly, the portion of our swine business which we
acquired from Purina Mills in October 2001 is reported within our feed segment.
Purina Mills operates its swine business under the pass-through program and the
market risk sharing program. Under the pass-through program, we enter into
commitments to purchase weanling and feeder pigs from producers and generally
have commitments to immediately resell the animals to swine producers. The
market risk sharing program provides minimum price floors to producers for
market hogs. The price floor in our market risk sharing program floats with the
market price of hogs and the cost of swine feed. For the six months ended June
30, 2003, the Purina Mills swine business generated a loss of $0.7 million
compared to a loss of $1.4 million for the six months ended June 30, 2002.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                RESTATED
                                                                           THREE MONTHS ENDED
                                                                                JUNE 30,
                                                                ----------------------------------------
                                                                       2003                 2002
                                                                ------------------    ------------------
                                                                              % OF                 % OF
                                                                 $ AMOUNT     TOTAL    $ AMOUNT    TOTAL
                                                                 --------     -----    --------    -----
                                                                         (DOLLARS IN MILLIONS)
<S>                                                             <C>           <C>     <C>          <C>
NET SALES
Dairy foods.................................................    $    669.8    47.8    $    710.3   50.0
Animal feed.................................................         593.7    42.3         587.2   41.4
Crop seed...................................................         111.1     8.0          97.2    6.8
Swine.......................................................          22.5     1.6          21.8    1.5
Agronomy....................................................            --      --            --     --
Other.......................................................           3.5     0.3           3.3    0.3
                                                                ----------            ----------
  Total net sales...........................................    $  1,400.6            $  1,419.8
                                                                ==========            ==========
</TABLE>

                                       48
<PAGE>

<TABLE>
<CAPTION>
                                                                          %OF                %OF
                                                                          NET                NET
                                                             $ AMOUNT    SALES   $ AMOUNT   SALES
                                                             --------    -----   --------   -----
<S>                                                         <C>          <C>   <C>          <C>
COST OF SALES
Dairy foods.............................................    $    630.3   94.1  $    673.3     94.8
Animal feed.............................................         526.6   88.7       516.9     88.0
Crop seed...............................................          95.4   85.9        83.1     85.5
Swine...................................................          21.0   93.3        22.1    101.4
Agronomy................................................            --     --          --       --
Other...................................................           2.0   57.1         1.8     54.5
                                                            ----------   ----  ----------   ------
  Total cost of sales...................................       1,275.3   91.1     1,297.2     91.4
Selling, general and administration.....................         110.3    7.9       124.2      8.7
Restructuring and impairment charges....................           1.8    0.1         3.8      0.3
                                                            ----------   ----  ----------   ------
Earnings (loss) from operations.........................          13.3    0.9        (5.5)     0.3
Interest expense, net...................................          16.9    1.2        17.4      1.2
Gain on legal settlements...............................         (10.3)   0.7       (32.7)     2.3
Gain on sale of investment..............................          (0.3)   0.0          --       --
Gain on sale of intangible..............................          (0.6)   0.0          --       --
Loss (gain) on divestiture of businesses................           0.7    0.1        (1.2)     0.1
Equity in earnings of affiliated companies..............         (51.4)   3.7       (44.2)     3.1
Minority interest in earnings (loss) of subsidiaries....           1.4    0.1        (1.0)     0.1
                                                            ----------   ----  ----------   ------
Earnings before income taxes............................          56.9    4.0        56.2      4.1
Income tax expense......................................          11.9    0.8         8.8      0.7
                                                            ----------   ----  ----------   ------
Net earnings............................................    $     44.9    3.2  $     47.4      3.4
                                                            ==========   ====  ==========   ======
</TABLE>

<TABLE>
<CAPTION>
                                                                          RESTATED
                                                                      SIX MONTHS ENDED
                                                                          JUNE 30,
                                                           ---------------------------------------
                                                                  2003                 2002
                                                           -----------------    ------------------
                                                                        % OF                 % OF
                                                            $ AMOUNT    TOTAL    $ AMOUNT    TOTAL
                                                            --------    -----    --------    -----
                                                                    (DOLLARS IN MILLIONS)
<S>                                                        <C>          <C>     <C>          <C>
NET SALES
Dairy foods.............................................   $  1,302.4   45.7    $  1,439.3   48.8
Animal feed.............................................      1,196.2   41.9       1,205.7   40.8
Crop seed...............................................        303.0   10.6         252.9    8.6
Swine...................................................         43.7    1.5          45.7    1.5
Agronomy................................................           --     --            --     --
Other...................................................          6.3    0.3           6.3    0.3
                                                           ----------           ----------
  Total net sales.......................................   $  2,851.6           $  2,949.9
                                                           ==========           ==========
</TABLE>

                                       49
<PAGE>

<TABLE>
<CAPTION>
                                                                        % OF                  % OF
                                                                         NET                   NET
                                                            $ AMOUNT    SALES    $ AMOUNT     SALES
                                                            --------    -----    --------     -----
<S>                                                        <C>          <C>     <C>           <C>
COST OF SALES
Dairy foods.............................................   $  1,235.0   94.8    $  1,358.6    94.4
Animal feed.............................................      1,056.6   88.3       1,061.4    88.0
Crop seed...............................................        262.3   86.6         213.7    84.5
Swine...................................................         43.3   99.1          43.6    95.4
Agronomy................................................           --     --            --      --
Other...................................................          3.5   55.6           3.4    54.0
                                                           ----------   ----    ----------    ----
  Total cost of sales...................................      2,600.7   91.2       2,680.7    90.9
Selling, general and administration.....................        230.2    8.1         251.7     8.5
Restructuring and impairment charges....................          2.9    0.1           7.3     0.2
                                                           ----------   ----    ----------    ----
Earnings from operations................................         17.8    0.6          10.2     0.3
Interest expense, net...................................         34.3    1.2          34.9     1.2
Gain on legal settlements...............................        (19.2)   0.7         (32.7)    1.1
Gain on sale of investment..............................         (0.8)   0.0            --      --
Gain on sale of intangibles.............................         (0.6)   0.0          (4.2)    0.1
Loss (gain) on divestiture of businesses................          0.7    0.0          (1.2)    0.0
Equity in earnings of affiliated companies..............        (50.4)   1.8         (34.4)    1.2
Minority interest in earnings (loss) of subsidiaries....          2.9    0.1          (0.1)    0.0
                                                           ----------   ----    ----------    ----
Earnings before income taxes............................         50.9    1.8          47.8     1.6
Income tax expense......................................          6.3    0.2           2.1     0.1
                                                           ----------   ----    ----------    ----
Net earnings............................................   $     44.6    1.6    $     45.7     1.6
                                                           ==========   ====    ==========    ====
</TABLE>

THREE MONTHS ENDED JUNE 30, 2003 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

NET SALES

      Net sales for the three months ended June 30, 2003 decreased $19.2
million, or 1.4%, to $1,400.6 million, compared to net sales of $1,419.8 million
for the three months ended June 30, 2002. Improved volumes in dairy foods were
more than offset by lower commodity prices and reduced volumes on livestock
feeds, particularly dairy and swine feeds.

      Dairy Foods. Net sales for the three months ended June 30, 2003 decreased
$40.5 million, or 5.7%, to $669.8 million, compared to net sales of $710.3
million for the three months ended June 30, 2002. For the three months ended
June 30, 2003, average commodity prices for butter decreased by less than $0.01
per pound, while average commodity prices for cheese decreased $0.06 per pound
compared to the same period in 2002. The impact of these market price changes
decreased net sales of butter by $4.5 million and decreased net sales of cheese
by $6.0 million. Retail and foodservice butter volumes increased 8.2 million
pounds representing an increase in net sales of $14.2 million from the same
period last year. Private label butter volumes increased 0.9 million pounds
representing an increase in net sales of $4.7 million over the prior period.
Butter volume increases are primarily the result of the timing of the Easter
holiday season which was in the first quarter in 2002 and in the second quarter
in 2003. Bulk cheese sales decreased $0.4 million for the three month period
ended June 30, 2003, compared to the three months ended June 30, 2002. Retail
cheese volumes decreased 2.3 million pounds compared to the same period last
year due to intense competitive activities. This resulted in a decrease in sales
of $4.3 million. Deli cheese volumes decreased 2.5 million pounds from the prior
period, which resulted in a decrease in sales of $4.3 million. Foodservice
cheese sales increased 3.1 million pounds which resulted in an increase in sales
of $5.0 million over the prior period. Sales in 2003 under our wholesale milk
marketing program decreased $34.5 million, or 16.3%, to $177.4 million, compared
to $211.9 million for the three months ended June 30, 2002. Volume changes in
other product categories accounted for the remaining sales decrease of $10.4
million.

      Animal Feed. Net sales for the three months ended June 30, 2003 increased
$6.5 million, or 1.1%, to $593.7 million, compared to net sales of $587.2
million for the three months ended June 30, 2002. Sales of livestock feeds
increased $1.0 million as increases in commodity prices and poultry product mix
changes offset volume decreases in dairy and swine feed. Sales of lifestyle feed
products decreased $1.8 million, primarily due to volume decreases in our pet
food and grass cattle feeds, partially offset by volume increases in horse, lab
and zoo feeds. Grass cattle feed sales were negatively impacted by a government
assistance program during the quarter. In certain drought-stricken states,
eligible producers received vouchers for non-fat dried milk to be traded for
cattle feeds or non-fat dried milk. Sales of animal health farm and ranch
products increased $13.4 million as we formed a new joint venture which handles
the sales of these products. Sales in our other wholly-owned and majority-owned
subsidiaries decreased by $10.3 million as they were impacted by lower volumes
resulting from poor industry economics. Ingredient sales increased $3.6 million
as a result of increasing commodity prices and product mix changes. We also
experienced a decrease of $0.6 million in animal milk and animal protein product
sales as volumes returned to historical levels compared to record volumes in the
same period of 2002. Sales in our international division declined $1.8 million
as we exited some of the businesses in the second half of 2002. Sales in other
categories increased $3.0 million.

                                       50
<PAGE>

      Crop Seed. Net sales for the three months ended June 30, 2003 increased
$13.9 million, or 14.3%, to $111.1 million, compared to net sales of $97.2
million in the same period of 2002. Soybean sales increased $20.7 million in the
three months ended June 30, 2003, or 88.1%, as a result of increased volumes and
sales price. Volume growth and product mix in both proprietary and partnered
categories resulted in increased sales of corn of $8.3 million, or 45.4%, for
the three months ended June 30, 2003 as compared to the same period of 2002.
These increases were primarily due to increased emphasis on seed sales by
agricultural retailers. Alfalfa sales decreased $3.2 million, or 33.0%, due to
the timing of spring sales. Turf sales decreased $3.7 million due to continued
weakness in the market. Sales of inoculation/coatings decreased $3.8 million as
a result of selling the wholesale business last fall. Volume decreases in other
seed categories resulted in a sales decrease of $4.4 million.

      Swine. Net sales for the three months ended June 30, 2003 increased $0.7
million, or 3.2%, to $22.5 million, compared to $21.8 million for the three
months ended June 30, 2002. The increase in average market hog prices of $7.65
per hundredweight to $43.77, compared to $36.12 for the prior-year period, along
with the increase in feeder pig prices increased sales by $3.4 million. We
signed a packer agreement, effective September 25, 2000, which ties the price we
receive for market hogs to the price that the packer receives for pork products.
For the three months ended June 30, 2003, this agreement decreased our sales by
$1.3 million, compared to the three months ended June 30, 2002. The number of
market hogs sold decreased by 9,212 and the number of feeder pigs sold decreased
by 20,697, with a corresponding sales decrease of $1.4 million.

COST OF SALES

      Cost of sales for the three months ended June 30, 2003 decreased $21.9
million, or 1.7%, to $1,275.3 million, compared to cost of sales of $1,297.2
million for the three months ended June 30, 2002. Cost of sales as a percent of
net sales decreased 0.3 percentage points to 91.1% for the three months ended
June 30, 2003, compared to 91.4% for the three months ended June 30, 2002. This
decrease was driven primarily by ongoing cost control efforts and improvement in
milk input pricing, partially offset by continued competitive pressures on
commodity product prices. For the three months ended June 30, 2003, patronage
income from other cooperatives that was directly attributable to product
purchases amounted to $1.0 million, compared to $2.2 million for the three
months ended June 30, 2002. Our cost of sales was reduced by these amounts.

      Dairy Foods. Cost of sales for the three months ended June 30, 2003
decreased $43.0 million, or 6.4%, to $630.3 million, compared to cost of sales
of $673.3 million for the three months ended June 30, 2002. For the three months
ended June 30, 2003, average butter market prices decreased less than $0.01 per
pound, while average cheese market prices decreased $0.06 per pound compared to
the same period in 2002. The impact of these market price changes decreased cost
of sales of butter by $8.5 million and decreased cost of sales of cheese by $5.7
million. Increased volumes of both branded butter and private label butter
increased cost of sales by $11.6 million and $4.4 million, respectively. Reduced
sales of bulk cheese resulted in decreased cost of sales of $4.8 million.
Reduced volumes of retail cheese and deli cheese resulted in decreased cost of
sales of $3.6 million and $3.5 million, respectively. Offsetting these decreases
in cheese volumes was an increase in the volume for foodservice cheese. The
increase in cost of sales for foodservice cheese was $4.5 million. Lower milk
input costs in the Upper Midwest and East resulted in decreased cost of sales of
$4.7 million. Cost of sales for the three months ended June 30, 2003 under our
wholesale milk marketing program decreased $35.5 million, or 16.6%, to $178.7
million, compared to $214.2 million in the same period in 2002. Increased energy
costs in 2003 increased cost of sales by $0.7 million, as compared to 2002. Cost
of sales for the CPI facility increased $0.3 million. CPI began producing
products in May of 2002. Volume changes in other categories increased cost of
sales by $3.8 million. Cost of sales as a percent of net sales decreased 0.7
percentage points from 94.8% for the three months ended June 30, 2002 to 94.1%
for the three months ended June 30, 2003, primarily due to decreased commodity
input prices for butter and cheese.

      Animal Feed. Cost of sales for the three months ended June 30, 2003
increased $9.7 million, or 1.9%, to $526.6 million, compared to $516.9 million
for the three months ended June 30, 2002. Cost of sales of livestock feeds
increased $5.7 million as commodity prices increased input costs and volume
decreases in dairy and swine feed sales due to poor producer economics were
slightly offset by increases in poultry feed Cost of sales of lifestyle feed
products increased $2.9 million as volume increases for horse, lab and zoo feeds
were somewhat offset by volume declines in pet food and grass cattle feed.
Commodity prices increased lifestyle input costs as well. Ingredient cost of
sales increased $3.8 million as a result of increased commodity prices and
changes in product mix. We also experienced a decrease of $1.0 million for
animal milk and animal protein products as volumes returned to historical levels
compared to record volumes in the same period of 2002. Cost of sales in our
international division declined $1.4 million as we exited some of the businesses
in the second half of 2002. Cost of sales for animal health farm and ranch
products increased $12.8 million as we formed a new joint venture which handles
the sales of these products. Cost of sales in our other wholly-owned and
majority-owned subsidiaries declined $10.1 million with decreased volumes as a
result of poor industry economics. Cost of sales in other categories increased
$4.4 million. Cost of sales decreased $1.6 million due to an increase in
patronage rebates from other inter-regional cooperatives. Cost of sales
decreased $5.4 million as we continue integration efforts in manufacturing and
distribution. Cost of sales as a percent of net sales increased 0.7 percentage
points from 88.0% for the three months ended June 30, 2002 to 88.7% for the
three months ended June 30, 2003. An unrealized hedging gain of $2.1 million for
the three months ended June 30, 2003 compared to an unrealized hedging gain of
$1.7 million for the three months ended June 30, 2002 decreased cost of sales by
$0.4 million.

                                       51
<PAGE>

      Crop Seed. Cost of sales for the three months ended June 30, 2003
increased $12.3 million, or 14.8%, to $95.4 million, compared to cost of sales
of $83.1 million for the three months ended June 30, 2002. Continued volume
growth in both proprietary and partnered corn seed resulted in increased cost of
sales of $8.7 million, or 59.6%, over the prior-year period. Cost of sales for
soybeans increased $18.9 million, or 97.4%, due to an increase in sales volume.
Cost of sales for alfalfa decreased $2.8 million, or 30.4%, as a result of
decreased sales volumes. The sale of our wholesale inoculation/coatings business
in 2002 reduced cost of sales for the three months ended June 30, 2003 by $2.0
million compared to the three months ended June 30, 2002. Reduced turf sales
decreased cost of sales by $4.1 million. Volume declines and changes in product
mix in other seed categories accounted for a decrease in cost of sales of $6.8
million. An unrealized hedging gain on soybean futures contracts of $0.5 million
for the three months ended June 30, 2003 compared to an unrealized hedging gain
of $0.9 million for the three months ended June 30, 2002 increased cost of sales
by $0.4 million. Cost of sales as a percent of net sales increased 0.4
percentage points, from 85.5% for the three months ended June 30, 2002 to 85.9%
for the three months ended June 30, 2003.

      Swine. Cost of sales for the three months ended June 30, 2003 decreased
$1.1 million, or 5.0%, to $21.0 million, compared to $22.1 million for the three
months ended June 30, 2002. Reduced unit sales decreased cost of sales by $1.6
million, partially offset by higher input costs for corn and soybean meal which
increased cost of sales by $0.6 million. An unrealized hedging gain decreased
cost of sales by $0.4 million for the three months ended June 30, 2003, compared
to an unrealized hedging gain of $0.3 million for the three months ended June
30,2002, resulting in a net decrease in cost of sales of $0.1 million. Cost of
sales as a percent of net sales decreased 8.1 percentage points from 101.4% for
the three months ended June 30, 2002 to 93.3% of sales for the three months
ended June 30, 2003, primarily due to the increase in hog market prices which
increased swine net sales.

SELLING, GENERAL AND ADMINISTRATION EXPENSE

      Selling, general and administration expense for the three months ended
June 30, 2003 decreased $13.9 million, or 11.2%, to $110.3 million, compared to
selling, general and administration expense of $124.2 million for the three
months ended June 30, 2002. The decrease was primarily due to spending
reductions associated with our ongoing cost control efforts as well as a gain on
the sale of a dairy facility. Selling, general and administration expense as a
percent of net sales decreased 0.8 percentage points from 8.7% for the three
months ended June 30, 2002 to 7.9% for the three months ended June 30, 2003.

RESTRUCTURING AND IMPAIRMENT CHARGES

      For the three months ended June 30, 2003, we recorded restructuring and
impairment charges of $1.8 million, compared to $3.8 million for the three
months ended June 30, 2002. These charges related to the announced closure of
certain manufacturing facilities within various business units.

INTEREST EXPENSE

      Interest expense for the three months ended June 30, 2003 was $16.9
million, compared to $17.4 million for the three months ended June 30, 2002.
Average debt balances decreased by $76.3 million as compared to the three months
ended June 30, 2002. CoBank patronage reduced interest expense by $0.4 million
for the three months ended June 30, 2003, compared to $0.1 million for the three
months ended June 30, 2002. Combined interest rates for borrowings, excluding
CoBank patronage, averaged 6.66% for the three months ended June 30, 2003,
compared to 6.99% for the three months ended June 30, 2002. The impact of
favorable interest rates on the term loans was partially offset by approximately
$1 million in additional interest expense related to the CPI capital lease.

                                       52
<PAGE>

GAIN ON LEGAL SETTLEMENTS

      In the fourth quarter of 1999, a class action lawsuit, alleging illegal
price fixing, was filed against various vitamin product suppliers. Initially, we
were a party to this action as a member of the class. In February 2000, however,
we decided to pursue our claims against the defendant outside the class action.
In December 2002, we reached settlements for $97 million with several defendants
against whom we claimed had illegally fixed the prices of various vitamin
products we purchased. As a result of these settlements, a gain on legal
settlements was recorded in December 2002 and net cash proceeds of $97 million
were received in January 2003. During the second quarter of 2003, we settled
with additional defendants and received approximately $3.1 million. When
combined with the settlement proceeds received from similar claims since the
commencement of these actions, we have received, cumulatively, approximately
$168 million from the settling defendants, which represents the vast majority of
our vitamin purchases. We continue to pursue similar claims against the
remaining defendants.

      During the first quarter of 2003, we also settled a claim against certain
suppliers of methionine, an amino acid that we purchase and use in certain of
our products. We alleged that certain methionine suppliers had illegally engaged
in price fixing. During the second quarter we received $7.2 million from the
settling defendants. We do not expect to receive additional settlements based on
this claim.

      As a result of the above settlements, we recorded a gain on legal
settlements of $10.3 million for the three months ended June 30, 2003 compared
to a gain on legal settlements of $32.7 million for the three months ended June
30, 2002.

GAIN ON SALE OF INVESTMENT

      For the three months ended June 30, 2003, we recorded a $0.3 million gain
on the sale of an Animal Feed investment in a Purina Mills swine joint venture,
compared to no gain for the three months ended June 30, 2002.

GAIN ON SALE OF INTANGIBLE

      For the three months ended June 30, 2003, we recorded a gain on sale of
intangible of $0.6 million on the sale of an Animal Feed customer list in
Taiwan. For the three months ended June 30, 2002, we did not record a gain on
sale of intangible.

LOSS OR GAIN ON DIVESTITURE OF BUSINESSES

      For the three months ended June 30, 2003, we recorded a loss of $0.7
million on the divestiture of our Animal Feed business in Taiwan. For the three
months ended June 30, 2002, we recorded a gain of $1.2 million primarily on the
divestiture of our Dairy Foods Poland business.

EQUITY IN EARNINGS OF AFFILIATED COMPANIES

      For the three months ended June 30, 2003, equity in earnings of affiliated
companies was $51.4 million, compared to earnings of $44.2 million for the three
months ended June 30, 2002. Results for the three months ended June 30, 2003
included earnings from Agriliance and MoArk, LLC ("MoArk") of $46.8 million and
$1.6 million, respectively. We also recorded earnings from our Advanced Food
Products, LLC joint venture of $1.4 million for the three months ended June 30,
2003 compared to $1.2 million for the same period in the prior year. Results for
the three months ended June 30, 2002 included earnings from Agriliance of $48.3
million and a loss from MoArk of $5.3 million. Agriliance earnings decreased by
$1.5 million in the three months ended June 30, 2003 compared to the three month
ended June 30, 2002 primarily due to lower earnings in the crop protection and
retail distribution areas.

MINORITY INTEREST IN EARNINGS OR LOSS OF SUBSIDIARIES

      For the three months ended June 30, 2003, we recorded minority interest in
earnings of subsidiaries of $1.4 million, compared to a loss of $1.0 million for
the three months ended June 30, 2002. Animal Feed recorded minority interest in
earnings of subsidiaries of $1.4 million for the three months ended June 30,
2003, compared to minority interest in earnings of subsidiaries of $1.0 million
for the three months ended June 30, 2002. Dairy Foods recorded no minority
interest in earnings of subsidiaries for the three months ended June 30, 2003,
compared to minority interest in loss of subsidiaries of $2.0 million for the
three months ended June 30, 2002.

                                       53
<PAGE>

INCOME TAXES

      We recorded income tax expense of $11.9 million for the three months ended
June 30, 2003, compared to income tax expense of $8.8 million for the three
months ended June 30, 2002. The income tax expense resulted from member and
non-member earnings and from the gain on legal settlements.

NET EARNINGS

      Net earnings decreased $2.5 million to $44.9 million for the three months
ended June 30, 2003, compared to net earnings of $47.4 million for the three
months ended June 30, 2002. The decrease in net earnings resulted primarily from
reduced margins in our Animal Feed operations as well as a lower gain on legal
settlements, partially offset by reduced selling, general and administration
expense.

SIX MONTHS ENDED JUNE 30, 2003 AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

NET SALES

      Net sales for the six months ended June 30, 2003 decreased $98.3 million,
or 3.3%, to $2,851.6 million, compared to net sales of $2,949.9 million for the
six months ended June 30, 2002. The decrease was primarily attributed to
declines in Dairy Foods sales and lower Animal Feed sales, partially offset by
sales increases in Crop Seed.

      Dairy Foods. Net sales for the six months ended June 30, 2003 decreased
$136.9 million, or 9.5%, to $1,302.4 million, compared to net sales of $1,439.3
million for the six months ended June 30, 2002. For the six months ended June
30, 2003, average commodity prices for butter decreased $0.11 per pound, and
average commodity prices for cheese decreased $0.10 per pound compared to the
same period in 2002. The impact of these market price changes decreased net
sales of butter by $24.8 million and decreased net sales of cheese by $13.1
million. Retail and foodservice butter volumes increased 2.6 million pounds
representing an increase in net sales of $4.6 million from the same period last
year. Private label butter volumes increased 1.6 million pounds representing an
increase in net sales of $2.3 million over the prior period. Bulk cheese sales
decreased $13.6 million for the six months ended June 30, 2003, compared to the
six months ended June 30, 2002. Retail cheese volumes decreased 5.6 million
pounds compared to the same period last year due to intense competitive
activities. This resulted in a decrease in sales of $10.4 million. Deli cheese
volumes decreased 1.4 million pounds from the prior year, which resulted in a
decrease in sales of $3.1 million. Foodservice cheese sales increased 6.8
million pounds which resulted in an increase in sales of $10.2 million over the
prior period. Sales in the six months ended June 30, 2003 under our wholesale
milk marketing program decreased $63.9 million, or 14.8%, to $367.3 million,
compared to $431.2 million for the same period in 2002. Volume changes in other
product categories accounted for the remaining sales decrease of $25.1 million.

      Animal Feed. Net sales for the six months ended June 30, 2003 decreased
$9.5 million, or 0.8%, to $1,196.2 million, compared to net sales of $1,205.7
million for the six months ended June 30, 2002. Sales of livestock feeds
decreased $12.0 million, compared to the prior year period, as volume decreased
in dairy and swine feed due to continued unfavorable producer economics. Sales
of lifestyle feed products decreased $0.2 million, primarily due to volume
decreases in pet food and grass cattle feed, partially offset by volume
increases in horse, lab and zoo feeds. Ingredient sales increased $3.6 million
as a result of increasing commodity prices and product mix changes. We
experienced a decrease of $2.5 million in animal milk and animal protein product
sales as volumes returned to historical levels compared to record volumes in the
same period of 2002. Sales of cophosphates declined $4.2 million as we exited
this business in 2002. Sales in our international division declined $7.6 million
as we exited certain businesses in the second half of 2002. Sales of animal
health farm and ranch products increased $16.3 million due to the formation of a
joint venture which handles the sale of these products. Sales in our other
wholly-owned and majority-owned subsidiaries decreased $6.9 million, primarily
due to volume declines as a result of unfavorable producer economics. Sales in
other categories increased $4.0 million.

      Crop Seed. Net sales for the six months ended June 30, 2003 increased
$50.1 million, or 19.8%, to $303.0 million, compared to net sales of $252.9
million for the six months ended June 30, 2002. Volume growth and product mix in
both proprietary and partnered categories resulted in increased corn seed sales
of $35.5 million, or 43.2%. Soybean sales increased $27.9 million for the six
months ended June 30, 2003, or 40.0%, compared to the prior year period, as a
result of increased volumes and sales price. Alfalfa sales increased $1.7
million, or 6.3%, due to increased volumes. Sales of inoculation/coatings
decreased $7.5 million as a result of selling the wholesale business last fall.
Turf sales decreased $4.2 million due to continued weakness in the market.
Volume decreases in other seed categories resulted in a sales decrease of $7.5
million.

      Swine. Net sales for the six months ended June 30, 2003 decreased $2.0
million, or 4.4%, to $43.7 million, compared to $45.7 million for the six months
ended June 30, 2002. Reduced supply, caused in part by a reduction in the U.S.
breeding herd, increased the average market hog price for the six months ended
June 30, 2003 to $40.06 per hundredweight versus an average market price of
approximately $38.05 for the six months ended June 30, 2002. The average price
per feeder pig sold on the open market increased $6.16, from $40.84 for the six
months ended June 30, 2002 to $47.00 for the six months ended June 30, 2003. The
increase in average market hog prices of $2.01 per hundredweight along with the
increase in feeder pig prices increased sales by $2.0 million. We signed a
packer agreement, effective September 25, 2000, which ties the price we receive
for market hogs to the price that the packer receives

                                       54
<PAGE>

for pork products. For the six months ended June 30, 2003, this agreement
decreased our sales by $1.1 million, compared to the six months ended June 30,
2002. The number of market hogs sold decreased by 15,111 and the number of
feeder pigs sold decreased by 24,013, with a corresponding sales decrease of
$2.9 million.

COST OF SALES

      Cost of sales for the six months ended June 30, 2003 decreased $80.0
million, or 3.0%, to $2,600.7 million, compared to cost of sales of $2,680.7
million for the six months ended June 30, 2002. The decrease was attributed to
lower Dairy Foods sales, partially offset by increased sales of Crop Seed
products. Cost of sales as a percent of net sales increased 0.3 percentage
points to 91.2% for the six months ended June 30, 2003, compared to 90.9% for
the same period in the prior year. For the six months ended June 30, 2003,
patronage income from other cooperatives that was directly attributable to
product purchases amounted to $1.5 million, compared to $3.3 million for the six
months ended June 30, 2002. Our cost of sales was reduced by these amounts.

      Dairy Foods. Cost of sales for the six months ended June 30, 2003
decreased $123.6 million, or 9.1%, to $1,235.0 million, compared to cost of
sales of $1,358.6 million for the six months ended June 30, 2002. For the six
months ended June 30, 2003, average butter market prices decreased $0.11 per
pound, while average cheese market prices decreased $0.10 per pound compared to
the same period in 2002. The impact of these market price changes decreased cost
of sales of butter by $25.1 million and decreased cost of sales of cheese by
$13.9 million for the six months ended June 30, 2003 compared to the same period
in 2002. Increased volumes of both branded butter and private label butter
increased cost of sales by $3.8 million and $2.2 million, respectively. Reduced
sales of bulk cheese resulted in decreased cost of sales of $18.3 million.
Reduced volumes of retail cheese and deli cheese resulted in decreased cost of
sales of $8.8 million and $2.5 million, respectively. Offsetting these decreases
in cheese volumes was an increase in the volumes for foodservice cheese. The
increase in cost of sales for foodservice cheese was $9.1 million. Lower milk
input costs in the Upper Midwest and East resulted in decreased cost of sales of
$3.3 million. Cost of sales for the six months ended June 30, 2003 under our
wholesale milk marketing program decreased $70.0 million, or 15.9%, to $369.4
million, compared to $439.4 million for the same period in 2002. Increased
energy costs in 2003 increased cost of sales by $1.1 million for the six months
ended June 30, 2003, as compared to the same period in 2002. Cost of sales for
the cheese and whey plant in Tulare, California that we operate as a joint
venture with Mitsui of Japan increased $5.2 million. It began producing products
in May of 2002. Volume changes in other categories decreased cost of sales by
$3.1 million. Cost of sales as a percent of net sales increased 0.4 percentage
points from 94.4% for the six months ended June 30, 2002 to 94.8% for the six
months ended June 30, 2003, primarily due to lower sales as a result of
decreased commodity prices for butter and cheese.

      Animal Feed. Cost of sales for the six months ended June 30, 2003
decreased $4.8 million, or 0.5%, to $1,056.6 million compared to $1,061.4
million for the six months ended June 30, 2002. Cost of sales of livestock feeds
increased $3.0 million as commodity prices increased input costs and volume
decreases in dairy and swine feed sales were slightly offset by increases in
poultry feed. Producer economics in the dairy and swine area continue to
pressure IOIC. Cost of sales of lifestyle feed products increased $5.1 million
as volume increases for horse, lab and zoo feeds were somewhat offset by volume
declines in pet food and grass cattle sales. In addition, we have seen commodity
price increases that negatively affected our cost of sales in these categories.
Ingredient cost of sales increased $3.8 million as a result of increased
commodity prices and changes in product mix. We also experienced a decrease of
$3.5 million for animal milk and animal protein products as volumes returned to
historical levels compared to record volumes in the same period of 2002. Cost of
sales in our international division declined $6.5 million for the six months
ended June 30, 2003 compared to the same period in 2002, as we exited some of
the businesses in the second half of 2002. Cost of sales for animal health farm
and ranch products increased $15.9 million as we formed a new joint venture
which handles the sale of these products. Cost of sales in our other
wholly-owned and majority-owned subsidiaries decreased $8.4 million due to lower
volumes resulting from poor industry economics. Cost of sales in other
categories increased $0.8 million. Cost of sales decreased $1.1 million due to
an increase in patronage rebates from other inter-regional cooperatives. Cost of
sales decreased $10.5 million as we continue our efforts to integrate the Purina
Mills businesses. Cost of sales as a percent of net sales increased 0.3
percentage points from 88.0% for the six months ended June 30, 2002 to 88.3% for
the six months ended June 30, 2003.

      Crop Seed. Cost of sales for the six months ended June 30, 2003 increased
$48.6 million, or 22.7%, to $262.3 million, compared to cost of sales of $213.7
million for the six months ended June 30, 2002. Continued volume growth in both
proprietary and partnered corn seed resulted in increased cost of sales of $35.1
million, or 50.9%, over the prior-year period. Cost of sales for soybeans
increased $24.2 million, or 40.0%, due to an increase in sales volume. Cost of
sales for alfalfa increased $3.6 million, or 16.9%, due to increased sales
volumes in an effort to decrease inventory levels. Cost of sales related to the
sale of our wholesale inoculation/coatings business reduced cost of sales by
$3.6 million. Reduced turf sales decreased cost of sales by $4.4 million. Volume
declines and changes in product mix in other seed categories accounted for a
decrease in cost of sales of $8.0 million. An unrealized hedging gain on soybean
futures contracts of $0.3 million for the six months ended June 30, 2003
compared to an unrealized hedging gain of $2.0 million for the six months ended
June 30, 2002 increased cost of sales by $1.7 million. Cost of sales as a
percent of net sales increased 2.1 percentage points, from 84.5% for the six
months ended June 30, 2002 to 86.6% for the six months ended June 30, 2003, due
to the change in product mix.

                                       55
<PAGE>

      Swine. Cost of sales for the six months ended June 30, 2003 decreased $0.3
million, or 0.7%, to $43.3 million, compared to $43.6 million for the six months
ended June 30, 2002. Reduced unit sales decreased cost of sales by $2.5 million
and higher input costs increased cost of sales by $2.9 million. An unrealized
hedging gain decreased cost of sales by $1.4 million for the six months ended
June 30, 2003, compared to an unrealized hedging gain of $0.7 million for the
six months ended June 30, 2002, resulting in a net decrease in cost of sales of
$0.7 million. Cost of sales as a percent of net sales increased 3.7 percentage
points from 95.4% to 99.1% of sales, primarily due to higher input costs for
corn and soybean meal for the six months ending June 30, 2003, compared to the
six months ending June 30, 2002.

SELLING, GENERAL AND ADMINISTRATION EXPENSE

      Selling, general and administration expense for the six months ended June
30, 2003 decreased $21.5 million, or 8.5%, to $230.2 million, compared to
selling, general and administration expense of $251.7 million for the six months
ended June 30, 2002. The decrease was primarily due to spending reductions
associated with our ongoing cost control efforts as well as a gain on the sale
of a dairy facility. Selling, general and administration expense as a percent of
net sales decreased 0.4 percentage points from 8.5% for the six months ended
June 30, 2002 to 8.1% for the six months ended June 30, 2003.

RESTRUCTURING AND IMPAIRMENT CHARGES

      For the six months ended June 30, 2003, Land O'Lakes recorded
restructuring and impairment charges of $2.9 million, compared to $7.3 million
for the six months ended June 30, 2002. These charges related to the announced
closures of certain manufacturing facilities within various business units.

INTEREST EXPENSE

      Interest expense for the six months ended June 30, 2003 was $34.3 million,
compared to $34.9 million for the six months ended June 30, 2002. Average debt
balances decreased by $78.5 million as compared to the six months ended June 30,
2002. CoBank patronage reduced interest expense by $0.7 million for the six
months ended June 30, 2003 and 2002, respectively. Combined interest rates for
borrowings, excluding CoBank patronage, averaged 6.77% for the six months ended
June 30, 2003, compared to 6.97% for the six months ended June 30, 2002. The
impact of favorable interest rates on the term loans was partially offset by
approximately $2 million in additional interest expense related to the CPI
capital lease.

GAIN ON LEGAL SETTLEMENTS

      In the fourth quarter of 1999, a class action lawsuit, alleging illegal
price fixing, was filed against various vitamin product suppliers. Initially, we
were a party to this action as a member of the class. In February 2000, however,
we decided to pursue our claims against the defendant outside the class action.
In December 2002, we reached settlements for $97 million with several defendants
against whom we claimed had illegally fixed the prices of various vitamin
products we purchased. As a result of these settlements, a gain on legal
settlements was recorded in December 2002 and net cash proceeds of $97 million
were received in January 2003. During 2003, we settled with additional
defendants and received approximately $8.8 million in the six months ended June
30, 2003. When combined with the settlement proceeds received from similar
claims since the commencement of these actions, we have received, cumulatively,
approximately $168 million from the settling defendants, which represents the
vast majority of our vitamin purchases. We continue to pursue similar claims
against the remaining defendants.

      During the first quarter of 2003, we also settled a claim against certain
suppliers of methionine, an amino acid that we purchase and use in certain of
our products. We alleged that certain methionine suppliers had illegally engaged
in price fixing. For the six months ended June 30, 2003, we received $10.4
million from the settling defendants. When combined with the settlement proceeds
received from similar claims since the commencement of these actions, we have
received, cumulatively, approximately $12 million from the settling defendants.
We do not expect to receive additional settlements based on this claim.

      As a result of the above settlements, we recorded a gain on legal
settlements of $19.2 million for the six months ended June 30, 2003 compared to
a gain on legal settlements of $32.7 million for the six months ended June 30,
2002.

GAIN ON SALE OF INVESTMENT

      For the six months ended June 30, 2003, we recorded a $0.8 million gain on
the sale of an Animal Feed investment in a Purina Mills swine joint venture,
compared to no gain for the six months ended June 30, 2002.

                                       56
<PAGE>

GAIN ON SALE OF INTANGIBLE

      For the six months ended June 30, 2003, we recorded a gain of $0.6 million
on the sale of an Animal Feed customer list in Taiwan. For the six months ended
June 30, 2002, we recorded a gain of $4.2 million on the sale to Potash
Corporation of Saskatchewan of a customer list pertaining to the feed phosphate
distribution business.

LOSS OR GAIN ON DIVESTITURE OF BUSINESSES

      For the six months ended June 30, 2003, we recorded a loss of $0.7 million
on the divestiture of our Animal Feed business in Taiwan. For the six months
ended June 30, 2002, we recorded a gain of $1.2 million primarily on the
divestiture of our dairy foods Poland business.

EQUITY IN EARNINGS OF AFFILIATED COMPANIES

      For the six months ended June 30, 2003, equity in earnings of affiliated
companies was $50.4 million, compared to earnings of $34.4 million for the six
months ended June 30, 2002. Results for the six months ended June 30, 2003
included earnings from Agriliance of $44.0 million, primarily driven by improved
fertilizer margins, lower selling, general and administration expense and lower
interest expense, partially offset by declines in nitrogen prices and fertilizer
volumes. We recorded earnings from MoArk of $4.3 million, driven by improved
market prices for eggs, in part as a result of a declining chick hatch and
changes in response to new animal welfare guidelines. Results for the six months
ended June 30, 2002 primarily reflected earnings from Agriliance of $39.1
million, partially offset by a loss from MoArk of $5.2 million.

MINORITY INTEREST IN LOSS OR EARNINGS OF SUBSIDIARIES

      For the six months ended June 30, 2003, we recorded minority interest in
earnings of subsidiaries of $2.9 million, compared to a loss of $0.1 million for
the six months ended June 30, 2002. Minority interest in earnings of Animal Feed
related subsidiaries was $2.9 million for the six months ended June 30, 2003.
Results for the six months ended June 30, 2002 included minority interest in
earnings of Animal Feed related subsidiaries of $2.4 million, offset by minority
interest in loss of Dairy Foods related subsidiaries.

INCOME TAXES

      We recorded income tax expense of $6.3 million for the six months ended
June 30, 2003, compared to income tax expense of $2.1 million for the six months
ended June 30, 2002. The tax expense resulted from member and non-member
earnings and from the gain on legal settlements.

NET EARNINGS

      Net earnings decreased $1.1 million, or 2.4%, to net earnings of $44.6
million for the six months ended June 30, 2003, compared to net earnings of
$45.7 million for the six months ended June 30, 2002. Lower selling, general and
administration expense and increased equity in earnings of affiliated companies
were more than offset by the $13.5 million decrease in gain on legal settlements
over the prior six-month period.

                                       57
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      We rely on cash from operations, borrowings under our bank facilities,
bank term debt and other institutionally placed funded debt as the main sources
for financing working capital requirements and additions to property, plant and
equipment as well as acquisitions and joint ventures. Other sources of funding
consist of leasing arrangements, a receivables securitization and the sale of
non-strategic assets. Total long-term debt was $973.0 million, including $190.7
million in Capital Securities, as of June 30, 2003 and $1,007.3 million,
including $190.7 million in Capital Securities, as of December 31, 2002.

      Net cash provided by operating activities was $153.4 million for the six
months ended June 30, 2003, compared to net cash provided of $30.2 million for
the six months ended June 30, 2002. For the six months ended June 30, 2003, net
cash provided by operating activities was $123.2 million more than for the six
months ended June 30, 2002. The proceeds from legal settlements of $115.9
million and the cash generation from the revolving receivables securitization
program were the primary reasons for the change in cash provided by operating
activities.

      Net cash flows (used) provided by investing activities was ($47.4) million
for the six months ended June 30, 2003 and $0.8 million for the six months ended
June 30, 2002. The change was primarily due to an increase in restricted cash
and the sale of investments in 2002.

      Net cash flows used by financing activities was $84.8 million for the six
months ended June 30, 2003 and $81.7 million for the six months ended June 30,
2002. For the six months ended June 30, 2003, we made payments of $73.1 million
on existing long-term debt and payments of $23.7 million for redemption of
member equities. At the same time, we increased short-term debt by $14.3 million
to cover seasonal working capital needs. For the six months ended June 30, 2002,
we made payments of $60.1 million on existing long-term debt and payments of
$36.5 million for redemption of member equities, while increasing our short-term
debt by $10.3 million to cover seasonal working capital needs.

      Our principal liquidity requirements are to service our debt and meet our
working capital and capital expenditure needs. As of June 30, 2003 we had $973.0
million outstanding in long-term debt, including $190.7 million of Capital
Securities, and $118.0 million outstanding in short-term debt. In addition, as
of June 30, 2003, $217.7 million was available under a $250 million revolving
credit facility for working capital and general corporate purposes, after giving
effect to $32.3 million of outstanding letters of credit, which reduce
availability. The revolving credit facility had no borrowings on June 30, 2003.
Total equities as of June 30, 2003 were $933.9 million.

      The principal term loans consist of a syndicated Term Loan A Facility with
a remaining balance of $243.2 million and an expiration date of October 10,
2006, and a syndicated Term Loan B Facility with a remaining balance of $204.9
million and an expiration date of October 10, 2008. Our $250.0 million revolving
credit facility terminates on June 28, 2004, and we expect to renew this
facility by the end of 2003.

      Borrowings under the term loans and the revolving credit facility bear
interest at variable rates (either LIBOR or an Alternative Base Rate) plus
applicable margins. The margins are dependent upon Land O'Lakes credit ratings.

      The Term Loan A Facility is prepayable at any time without penalty. The
Term Loan B Facility is prepayable with a penalty of 2% through October 10,
2003, 1% from October 11, 2003 through October 10, 2004 and no penalty
thereafter. The term loans are subject to mandatory prepayments, subject to
certain limited exceptions, in an amount equal to (1) 50% of excess cash flow of
Land O'Lakes and the restricted subsidiaries, (2) 100% of the net cash proceeds
of asset sales and dispositions of property of Land O'Lakes and the restricted
subsidiaries, to the extent not reinvested, (3) 100% of any casualty or
condemnation receipts by Land O'Lakes and the restricted subsidiaries, to the
extent not used to repair or replace assets, (4) 100% of joint venture dividends
or distributions received by Land O'Lakes or the restricted subsidiaries, to the
extent that they relate to the sale of property, casualty or condemnation
receipts, or the issuance of any equity interest in the joint venture, (5) 100%
of net cash proceeds from the sale of inventory or accounts receivable in a
securitization transaction and (6) 100% of net cash proceeds from the issuance
of unsecured senior or subordinated indebtedness issued by Land O'Lakes. During
the first six months of 2003, we made payments of $45.1 million on the Term Loan
A Facility and $26.5 million on the Term Loan B Facility, of which $21.6 million
was mandatory and $50.0 million was voluntary. In addition, during the month of
July we made a scheduled payment of $13.9 million on the Term Loan A Facility.

      The amortization schedules for the Term Loan A and Term Loan B Facilities
are provided below.

<TABLE>
<CAPTION>
                                                            TERM LOAN A     TERM LOAN B
                                                            -----------     -----------
<S>                                                       <C>             <C>
2002 (paid).............................................  $   36,729,853  $   18,583,371
2003 (paid through July)................................      58,965,729      26,542,782
2003 (remaining)........................................      14,331,526              --
2004....................................................      64,491,867       1,508,154
2005....................................................      85,989,157       2,510,842
2006....................................................      64,491,867       2,510,842
2007....................................................              --       2,510,842
2008....................................................              --     195,833,168
                                                          --------------  --------------
   Total................................................  $  325,000,000  $  250,000,000
                                                          ==============  ==============
</TABLE>

                                       58
<PAGE>

      In November 2001, we issued $350 million of senior notes. These notes bear
interest at a fixed rate of 8.75% and mature on November 15, 2011. The notes are
callable beginning in year six at a redemption price of 104.375%. In years seven
and eight, the redemption price is 102.917% and 101.458%, respectively. The
notes are callable at par beginning in year nine.

      In 1998, Capital Securities in an amount of $200 million were issued by
our trust subsidiary, and the net proceeds were used to acquire a junior
subordinated note of Land O'Lakes. The holders of these securities are entitled
to receive dividends at an annual rate of 7.45% until the securities mature in
2028 and correspond to the payment terms of the junior subordinated debentures
which are the sole asset of the trust subsidiary. Interest payments on the
debentures can be deferred for up to five years, and the obligations under the
debentures are junior to all of our debt. As of June 30, 2003, the outstanding
balance of Capital Securities was $190.7 million.

      The credit agreements relating to the term loans and revolving credit
facility and the indenture relating to the 8-3/4% senior notes impose certain
restrictions on us, including restrictions on our ability to incur indebtedness,
make payments to members, make investments, grant liens, sell our assets and
engage in certain other activities. In addition, the credit agreements relating
to the term loans and revolving credit facility require us to maintain an
interest coverage ratio of at least 2.50 to 1. Our ratio was 3.12 to 1 as of and
for the year ended December 31, 2002 and 4.04 to 1 as of and for the twelve
months period ended June 30, 2003. We are also required to maintain a leverage
ratio of no greater than 4.25 to 1. The actual leverage ratio as of December 31,
2002 was 3.76 to 1 and 2.71 to 1 as of June 30, 2003. The required leverage
ratio steps down to 3.75 to 1 as of October 11, 2003 and remains constant
thereafter.

      Indebtedness under the term loans and revolving credit facility is secured
by substantially all of the material assets of Land O'Lakes and its wholly-owned
domestic subsidiaries (other than LOL Finance Co. and LOLFC, LLC) and Land
O'Lakes Farmland Feed and its wholly-owned domestic subsidiaries (other than LOL
Farmland Feed SPV, LLC), including real and personal property, inventory,
accounts receivable, intellectual property and other intangibles, other than
those receivables which have been sold in connection with our receivables
securitization. Indebtedness under the term loans and revolving credit facility
is also guaranteed by our wholly-owned domestic subsidiaries (other than LOL
Finance Co. and LOLFC, LLC) and Land O'Lakes Farmland Feed and its wholly-owned
domestic subsidiaries (other than LOL Farmland Feed SPV, LLC). The 8-3/4% senior
notes are unsecured but are guaranteed by the same entities that guaranty the
obligations under the term loans and revolving credit facility.

      We expect that funds from operations and available borrowings under our
revolving credit facility and receivables securitization facility will provide
sufficient working capital for at least the next twelve months to operate our
business, to make expected capital expenditures and to meet liquidity
requirements, including debt service on the term debt, the revolving credit
facilities and the 8-3/4% senior notes.

OFF-BALANCE SHEET ARRANGEMENTS

      In order to reduce overall financing costs, Land O'Lakes entered into a
revolving receivables securitization program with CoBank in December 2001 for up
to $100 million in advances against eligible receivables. Under this program,
Land O'Lakes, Land O'Lakes Farmland Feed and Purina Mills sell feed, seed and
certain swine receivables to LOL Farmland Feed SPV, LLC, a limited purpose
wholly-owned subsidiary of Land O'Lakes Farmland Feed. This subsidiary is a
qualifying special purpose entity ("QSPE") under applicable accounting rules.
The QSPE was established for the limited purpose of purchasing and obtaining
financing for these receivables. The transfers of the receivables to the QSPE
are structured as sales and, in accordance with applicable accounting rules,
these receivables are not reflected in the consolidated balance sheets of Land
O'Lakes Farmland Feed or Land O'Lakes. The QSPE purchases the receivables with a
combination of cash initially received from CoBank, equal to the present value
of eligible receivables multiplied by the agreed advance rate; and notes, equal
to the unadvanced present value of the receivables. Land O'Lakes and the other
receivables sellers are subject to credit risk related to the repayment of the
QSPE notes, which in turn is dependent upon the ultimate collection on the
QSPE's receivables pool. Accordingly, we have retained reserves for estimated
losses. As of June 30, 2003, $80 million was drawn under the securitization
facility.

      In addition, we lease various equipment and real properties under
long-term operating leases. Total consolidated rental expense was $17.1 million
for the six months ended June 30, 2003, and $14.3 million for the six months
ended June 30, 2002. Most of the leases require payment of operating expenses
applicable to the leased assets. We expect that in the normal course of business
most leases that expire will be renewed or replaced by other leases.

                                       59
<PAGE>

CPI CAPITAL LEASE

      Cheese & Protein International LLC ("CPI"), a consolidated joint venture
of Land O'Lakes, leases the real property and certain equipment relating to its
cheese manufacturing and whey processing plant in Tulare, California ("the
Lease"). The Lease is accounted for as a capital lease in our financial
statements, and as of June 30, 2003 the lease balance was $103.7 million. The
Lease base term commenced on April 30, 2002 and expires on the fifth
anniversary, unless CPI requests, and the lessor approves, one or more one-year
base term extensions, which could extend the base term to no more than ten
years. We have entered into a Support Agreement in connection with the Lease.
Pursuant to this agreement, we can elect one of the following options in the
event CPI defaults on its obligations under the Lease: (i) assume the
obligations of CPI, (ii) purchase the leased assets, (iii) fully cash
collateralize the Lease, or (iv) nominate a replacement lessee to be approved by
the lessor. The lease agreement requires among other things, that CPI maintain
certain financial ratios including minimum tangible net worth and a minimum
fixed charge coverage ratio. In addition, CPI is restricted as to borrowings and
changes in ownership.

      On March 28, 2003, the Lease contract was amended. The amendment postponed
the measurement of the fixed charge coverage ratio until March 2005. In
addition, Land O'Lakes established a $20 million cash account (which may be
replaced with a letter of credit, at our option) which supports the lease. The
cash account or letter of credit would only be drawn upon in the event of a CPI
default, and would reduce amounts otherwise due under the lease. This support
requirement will be lifted when certain financial targets are achieved by CPI.
The lease payments are disclosed below based on current lease rates, an assumed
interest rate of 6% and a five-year lease term. The actual lease payments will
vary with short-term interest rate fluctuations, as interest per the lease
agreement is based on LIBOR. At the conclusion of the lease term, CPI is
obligated to pay the remaining lease balance.

CONTRACTUAL OBLIGATIONS

      At June 30, 2003, we had certain contractual obligations, which require us
to make payments as follows:

                  PAYMENTS DUE BY PERIOD (AS OF JUNE 30, 2003)

<TABLE>
<CAPTION>
                                                                     LESS
                                                                    THAN 1                                MORE THAN
             CONTRACTUAL OBLIGATIONS                   TOTAL         YEAR       1-3 YEARS    3-5 YEARS     5 YEARS
             -----------------------                   -----         ----       ---------    ---------     -------
                                                                               (IN THOUSANDS)
<S>                                                 <C>           <C>           <C>          <C>          <C>
Revolving Credit Facility(1)......................  $        --   $       --    $     --     $     --     $      --
Notes and Short-Term Obligations..................       52,138       52,138          --           --            --
Long-Term Debt(2).................................    1,038,794       65,814     175,230       34,539       763,211
Capital Lease(3)..................................      103,675        8,867      17,754       17,734        59,320
Operating Leases..................................       80,600       21,638      25,588       14,485        18,889
                                                    -----------   ----------    --------     --------     ---------
   Total Contractual Obligations..................  $ 1,275,207   $  148,457    $218,572     $ 66,758     $ 841,420
                                                    ===========   ==========    ========     ========     =========
</TABLE>

----------

(1)   Maximum $250 million facility, of which $217.7 million was available as of
      June 30, 2003. A total of $32.3 million of this commitment was unavailable
      due to outstanding letters of credit.

(2)   Refer to Term Loan A and Term Loan B obligations in certain events as
      explained in "Liquidity and Capital Resources." See "Off-balance Sheet
      Arrangements" for information concerning our receivables securitization
      program.

(3)   Amount represents the present value of future minimum lease payments for
      the CPI capital lease.

      We expect our total capital expenditures to be approximately $90 million
to $100 million in 2003. Of such amounts, we currently estimate that a minimum
range of $35 million to $45 million of ongoing maintenance capital expenditures
is required each year. We had $35.0 million in capital expenditures for the six
months ended June 30, 2003, compared to $34.8 million in capital expenditures
for the six months ended June 30, 2002. We estimate that our total depreciation
and amortization expense will be approximately $100 million to $110 million in
2003. We had $54.0 million in depreciation and amortization expense for the six
months ended June 30, 2003, compared to $52.4 million for the six months ended
June 30, 2002.

      In 2003 we expect our total cash payments to members, subject to Board
approval, to be at least $24 million for revolvement, cash patronage and estates
and age retirements.

RECENT ACCOUNTING PRONOUNCEMENTS

      On January 1, 2003, we adopted Statement of Financial Accounting Standards
146, "Accounting for Costs Associated with Exit or Disposal Activities." The
standard requires that a liability for a cost associated with an exit or
disposal activity be recognized and

                                       60
<PAGE>

measured initially at fair value when the liability is incurred. Under prior
accounting literature, certain costs for exit activities were recognized at the
date a company committed to an exit plan. The provisions of the standard are
effective for exit or disposal activities initiated after December 31, 2002.

      On January 17, 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of ARB 51," (FIN 46). The
primary objectives of FIN 46 are to provide guidance on the identification and
consolidation of variable interest entities, or VIEs, which are entities for
which control is achieved through means other than through voting rights. FIN 46
is effective immediately for all new variable interest entities created or
acquired after January 31, 2003 and no later than July 1, 2003 for variable
interest entities created or acquired prior to February 1, 2003. Accordingly, we
adopted FIN 46 on July 1, 2003 and expect to begin consolidating our joint
venture in MoArk, LLC, an egg production and marketing company, in the third
quarter of 2003. The adoption of FIN 46 did not have a material impact on our
results of operations or financial condition.

      In May, 2003, The FASB issued Statement of Financial Accounting Standards
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" The standard establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). The standard is effective for us January 1, 2004, and we do not
currently expect this standard to have a material impact on our results of
operations or financial position. The Company already classifies its Capital
Securities as long-term debt and the related financing costs as interest
expense.

FORWARD-LOOKING STATEMENTS

      This Form 10-Q/A for the six months ended June 30, 2003 includes
forward-looking statements. These forward-looking statements can be identified
by the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "could," "should," "seeks," "pro forma," "as adjusted," "anticipates,"
"intends," or other variations thereof, including their use in the negative, or
by discussions of strategies, plans or intentions. Although we believe that our
plans, intentions and expectations reflected in, or suggested by, such
forward-looking statements are reasonable, you should be aware that actual
results could differ materially from those projected by the forward-looking
statements. Because actual results may differ, readers are cautioned not to
place undue reliance on forward-looking statements. We assume no obligation to
update such forward-looking statements or to update the reasons that actual
results could differ materially from those anticipated in such forward-looking
statements.

      -     OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO
            FULFILL OUR OBLIGATIONS UNDER OUR DEBT OBLIGATIONS AND OPERATE OUR
            BUSINESS.

      -     SERVICING OUR INDEBTEDNESS REQUIRES A SIGNIFICANT AMOUNT OF CASH,
            AND OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR
            CONTROL.

      -     DESPITE OUR SUBSTANTIAL LEVERAGE, WE ARE ABLE TO INCUR MORE DEBT,
            WHICH MAY INTENSIFY THE RISKS ASSOCIATED WITH OUR SUBSTANTIAL
            LEVERAGE.

      -     RESTRICTIONS IMPOSED BY OUR DEBT AGREEMENTS LIMIT OUR ABILITY TO
            FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER
            BUSINESS ACTIVITIES THAT MAY BE IN OUR INTEREST.

      -     IF CHEESE & PROTEIN INTERNATIONAL, LLC DEFAULTS ON ITS LEASE, THE
            COMPANY MAY BE REQUIRED TO ASSUME CPI'S OBLIGATION UNDER THE LEASE.

      -     CHANGES IN CONSUMER PREFERENCES AND DISTRIBUTION CHANNELS COULD
            DECREASE OUR REVENUES AND CASH FLOW.

      -     COMPETITION IN THE INDUSTRY MAY REDUCE OUR SALES AND MARGINS.

      -     AN OVERSUPPLY OF FOOD PROTEIN IN THE U.S. MARKET COULD CONTINUE TO
            REDUCE OUR NET SALES AND CASH FLOWS.

      -     CHANGES IN THE MARKET PRICES OF THE DAIRY AND AGRICULTURAL
            COMMODITIES THAT WE USE AS INPUTS AS WELL AS THE PRODUCTS WE MARKET
            MAY CAUSE OUR OPERATING PROFIT AND THE LIKELIHOOD OF RECEIVING
            DIVIDENDS FROM OUR JOINT VENTURES TO DECREASE.

      -     DECREASE IN MILK SUPPLY COULD DECREASE OUR SALES AND INCREASE OUR
            COST OF PRODUCTION.

                                       61
<PAGE>

      -     WE OPERATE THROUGH JOINT VENTURES IN WHICH OUR RIGHTS TO EARNINGS
            AND TO CONTROL THE JOINT VENTURE ARE LIMITED.

      -     A CONTINUATION OF THE DEPRESSED OPERATING RESULTS OF CF INDUSTRIES
            COULD LEAD TO AN IMPAIRMENT OF OUR INVESTMENT IN CF INDUSTRIES.

      -     WE MAY NOT SUCCESSFULLY IMPLEMENT THE STRATEGIES RELATING TO OUR
            RECENT ACQUISITIONS OR ACHIEVE THE ANTICIPATED BENEFITS FROM THESE
            ACQUISITIONS.

      -     OUR OPERATIONS ARE SUBJECT TO NUMEROUS LAWS AND REGULATIONS,
            EXPOSING US TO POTENTIAL CLAIMS AND COMPLIANCE COSTS THAT COULD
            ADVERSELY AFFECT OUR BUSINESS.

      -     PRODUCT LIABILITY CLAIMS OR PRODUCT RECALLS COULD ADVERSELY AFFECT
            OUR BUSINESS REPUTATION AND EXPOSE US TO INCREASED SCRUTINY BY
            FEDERAL AND STATE REGULATORS.

      For a discussion of additional factors that could cause actual results to
differ materially from the anticipated results or other expectations expressed
in our forward-looking statements, see the discussion of risk factors set forth
in our Annual Report on Form 10-K for the year ended December 31, 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      For the six months ended June 30, 2003 the Company did not experience
significant changes in market risk exposures that materially affect the
quantitative and qualitative disclosures presented in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.

ITEM 4. CONTROLS AND PROCEDURES

      The following information has been amended to reflect the restatement of
our consolidated financial statements as further discussed in "Explanatory Note"
in the forepart of this Form 10-Q/A and in Note 2 of Notes to Consolidated
Financial Statements of Land O'Lakes, Inc. included in Part 1, Item 1 of this
Form 10-Q/A.

      (a) Evaluation of disclosure controls and procedures.

      Subsequent to the evaluation references in the Original Filing, the
Company has re-evaluated the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the "Exchange Act")) as of the end of the period covered by this report
under the supervision and with the participation of the principal executive
officer and principal financial officer. Based on this re-evaluation, the
principal executive officer and principal financial officer concluded that,
except as noted below with respect to the identification and correction of
accounting errors at its Carlisle, PA facility and in its dairy foods segment,
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

      (b) Changes in internal controls.

      There were no significant changes made in our internal controls during the
period covered by this report or in other factors that could significantly
affect these controls subsequent to the date of their evaluation and there were
no corrective actions with regard to significant deficiencies or material
weaknesses.

      Following the end of the period covered by this report, the Company
identified accounting errors at its Carlisle, PA dairy facility and in its
financial reports for its dairy foods segment. The Company has restated its
financial results for certain periods to reflect adjustments necessary to
correct these accounting errors. The adjustments relate primarily to the manner
in which its Carlisle facility estimated and recorded monthly financial
information. Because all information required to be recorded was not known at
month-end, the Carlisle facility used an accounting model to estimate certain
sales and cost of sales and the related accounts receivable, accounts payable
and inventory and recorded financial information in accordance with the model.
The accounts were not properly reconciled in subsequent periods to reflect the
actual results. Other adjustments relate to accrual cutoffs and mathematical
errors in inventory calculations. These errors and other adjustments affect
periods beginning with the year ended December 31, 1997. The cumulative impact
of these adjustments on net earnings through March 31, 2004 was an overstatement
of $18.7 million. At the conclusion of the formal investigation of this matter
by the Audit Committee of the Board of Directors, our external auditors, KPMG
LLP, advised us that this matter involved a material weakness in our accounting
procedures and related controls at our Carlisle, PA facility, which impacted the
published consolidated financial statements for 1997 through the first quarter
of 2004.


      In response to its discovery of these errors, the Company enhanced its
internal control over financial reporting for the Carlisle, PA dairy facility by
(i) changing personnel responsible for accounting at the Carlisle facility; (ii)
changing the reporting relationship of the accounting personnel at the Carlisle
facility in order to increase financial management oversight; and (iii)
implementing accounting processes and controls which are utilized elsewhere in
the Company's dairy foods operations.

                                       62
<PAGE>

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitation of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential conditions, regardless of how remote.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are currently and from time to time involved in litigation incidental
to the conduct of our business. The damages claimed against us in some of these
cases are substantial. In July 2003, an Ohio alpaca producer filed a lawsuit
against the Company in which it is alleged that the Company manufactured and
sold animal feed that caused the death of, or damage to, certain of its alpacas.
It is possible that additional lawsuits or claims relating to this matter could
be brought against the Company. Although the amount of liability that may result
from these matters cannot be ascertained, we do not currently believe that, in
the aggregate, they will result in liabilities material to our consolidated
financial condition, future results of operations or cash flow.

      In December 2002, we reached settlements with additional defendants
against whom we claimed had illegally fixed the prices for various vitamin and
methionine products we purchased. As a result of the settlements, we received
net proceeds of approximately $97 million in January 2003. Additional proceeds
received in the six months ended June 30, 2003 total $19.2 million. When
combined with the settlement proceeds received from similar claims settled since
the commencement of these actions, we have received cumulatively approximately
$180 million from the settling defendants. These claims that have been settled
represent the vast majority of our vitamin and methionine purchases. We continue
to pursue similar claims against several other defendants. With respect to the
remaining claims, we anticipate a Minnesota trial in 2004.

      In a letter dated January 18, 2001, we were identified by the United
States Environmental Protection Agency ("EPA") as a potentially responsible
party for the hazardous waste located at the Hudson Refinery Superfund Site in
Cushing, Oklahoma. The letter invited us to enter into negotiations with the EPA
for the performance of a remedial investigation and feasibility study in
connection with the site and also demanded that we reimburse the EPA
approximately $8.9 million for remediation expenses already incurred at the
site. We have responded to the EPA denying any responsibility. No further
communication has been received from the EPA.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                           DESCRIPTION
-------                                                           -----------
<S>                   <C>
 3.1                  Restated Articles of Incorporation of Land O'Lakes, Inc., as amended, August 1998.(1)

 3.2                  By-Laws of Land O'Lakes Inc., as amended, February 2003(2)

 4.1                  Credit Agreement among Land O'Lakes, Inc., the Lenders party thereto and The Chase Manhattan Bank, dated as of
                      October 11, 2001.(1)

 4.2                  First Amendment dated November 6, 2001 to the Credit Agreement dated October 11, 2001.(1)

 4.3                  Second Amendment dated February 15, 2002 to the Credit Agreement dated October 11, 2001.(1)

 4.4                  Guarantee and Collateral Agreement among Land O'Lakes, Inc. and certain of its subsidiaries and The Chase
                      Manhattan Bank, dated as of October 11, 2001.(1)

 4.5                  Indenture dated as of November 14, 2001, among Land O'Lakes, Inc. and certain of its subsidiaries, and U.S.
                      Bank, including Form of 8-3/4% Senior Notes due 2011 and Form of 8-3/4% Senior Notes due 2011.(1)

 4.6                  Registration Rights Agreement dated November 14, 2001 by and among Land O'Lakes, Inc. and certain of its
                      subsidiaries, J.P. Morgan Securities Inc., SPP Capital Partners, LLC, SunTrust Robinson Capital Markets, Inc.,
                      Tokyo-Mitsubishi International plc and U.S. Bancorp Piper Jaffray, Inc.(1)

 4.7                  Purchase Agreement by and between Land O'Lakes, Inc., and certain of its subsidiaries, J.P. Morgan Securities
                      Inc., SPP Capital Partners, LLC, SunTrust Robinson Capital Markets, Inc., Tokyo-Mitsubishi International plc
                      and U.S. Bancorp Piper Jaffray, Inc., dated as of November 8, 2001.(1)

 4.8                  Form of Old Note (included in Exhibit 4.5).(1)

 4.9                  Form of New Note (included in Exhibit 4.5).(1)

31.1                  Certification Pursuant to 15 U.S,C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                      of 2002*
</TABLE>

                                       63
<PAGE>

<TABLE>
<S>                   <C>
31.2                  Certification Pursuant to 15 U.S,C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                      of 2002*

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

32.2                  Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                      of 2002*
</TABLE>

(1)   Incorporated by reference to the identical exhibit to the Registrant's
      Registration Statement on Form S-4 filed March 18, 2002.

(2)   Incorporated by reference to the identical exhibit to the Company's Form
      10-Q for the quarterly period ended March 31, 2003, filed on April 14,
      2003.

*     Filed electronically herewith

(b)   REPORTS ON FORM 8-K

      On April 24, 2003 the Company furnished a Report on Form 8-K to report the
      filing of a press release containing the Company's first quarter earnings
      information.

      On July 24, 2003 the Company furnished a Report on Form 8-K to report the
      filing of a press release containing the Company's second quarter earnings
      information.

                                       64
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements 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 on the 16th day of August, 2004.

                               LAND O'LAKES, INC.

                               By  /s/ Daniel Knutson
                               --------------------------------------------
                               Daniel Knutson
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                                       65