================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                   FORM 10-K/A

                              --------------------

         |X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE1 FISCAL YEAR ENDED
                  AUGUST 31, 2001 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: 333-17865

                              --------------------

                        CENEX HARVEST STATES COOPERATIVES
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                   41-0251095
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

           5500 CENEX DRIVE                              (651) 451-5151
 INVER GROVE HEIGHTS, MINNESOTA 55077            (Registrant's Telephone number,
(Address of principal executive office)               including area code)

                              --------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

                              --------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               YES __X__ NO _____

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: Not applicable

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant: The registrant has no voting stock outstanding.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: The registrant has
no common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

================================================================================

<PAGE>


                        CENEX HARVEST STATES COOPERATIVES


Pursuant to the requirements of Section 210.3-09 of Regulation S-X under the
Securities Exchange Act of 1934, as amended, the undersigned registrant hereby
amends Item 8, Item 14(a)(1) and Item 14(a)(3) of its annual report on Form 10-K
for fiscal year ended August 31, 2001 to add the separate consolidated financial
statements of Ventura Foods, LLC and subsidiary, a non-consolidated 50% owned
equity investment.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8 is hereby amended to include the current consolidated financial
statements of Ventura Foods, LLC and subsidiary, a non-consolidated 50% owned
equity investment. The consolidated financial statements of Ventura Foods, LLC
and subsidiary, which are included in this Form 10-K/A following the signatures,
are hereby incorporated by reference in this Item 8.

ITEM 14.    EXHIBITS, FINANCIAL STATEMENTS AND REPORTS FILED ON FORM 8-K

(a)(1)   FINANCIAL STATEMENTS

Item 14(a)(1) is hereby amended to add the following:

V.       Ventura Foods, LLC and subsidiary, a non-consolidated 50% owned equity
         investment

         Independent Auditors' Report                                       F-62
         Consolidated Balance Sheets as of March 31, 2002 and 2001          F-63
         Consolidated Statements of Income for the years ended
           March 31, 2002, December 31, 2000 and 1999 and the three
           months ended March 31, 2001                                      F-65
         Consolidated Statements of Members' Capital for the years ended
           March 31, 2002, December 31, 2000 and 1999 and the three
           months ended March 31, 2001                                      F-66
         Consolidated Statements of Cash Flows for the years ended
           March 31, 2002, December 31, 2000 and 1999 and the three
           months ended March 31, 2001                                      F-67
         Notes to Consolidated Financial Statements for the years ended
           March 31, 2002, December 31, 2000 and 1999 and the three
           months ended March 31, 2001                                      F-69

(a)(3)   EXHIBITS

Item 14(a)(3) is amended to add the following exhibit:

23.3         Independent Auditors' Consent

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.


       CENEX HARVEST STATES COOPERATIVES


By:              /s/ JOHN SCHMITZ                   Date:   June 28, 2002
     ----------------------------------------              ------------------
                    John Schmitz
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

<PAGE>


INDEPENDENT AUDITORS' REPORT


Members Committee of Ventura Foods, LLC:

We have audited the accompanying consolidated balance sheets of Ventura Foods,
LLC and subsidiary (the "Company") as of March 31, 2002 and 2001, and the
related consolidated statements of income, members' capital, and cash flows for
the year ended March 31, 2002, the three months ended March 31, 2001, and the
years ended December 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Ventura Foods, LLC and subsidiary
as of March 31, 2002 and 2001, and the results of their operations and their
cash flows for the year ended March 31, 2002, the three months ended March 31,
2001, and the years ended December 31, 2000 and 1999 in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for start-up activities in 1999.


/s/ Deloitte & Touche LLP


Los Angeles, California
June 19, 2002


                                      F-62
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------

ASSETS (NOTE 4)                                                                  2002              2001
<S>                                                                         <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents (Note 2)                                        $  9,300,000      $ 14,150,000
  Trade receivables, net of allowance for doubtful accounts of
    $1,543,000 and $2,000,000 at 2002 and 2001, respectively
    (Notes 2, 4 and 5)                                                        57,139,000        56,368,000
  Inventories (Notes 2, 4 and 5)                                              62,799,000        66,680,000
  Prepaid expenses and other current assets                                    2,283,000         1,490,000
  Due from Wilsey Foods, Inc. (Note 5)                                                              47,000
  Derivative contract asset (Note 2)                                          13,298,000        12,193,000
                                                                            ------------      ------------

          Total current assets                                               144,819,000       150,928,000
                                                                            ------------      ------------

PROPERTY (Notes 2 and 4):
  Land, buildings, and improvements                                           98,840,000        96,082,000
  Machinery and equipment                                                    129,133,000       120,932,000
  Construction-in-progress                                                     6,489,000         7,581,000
  Other property                                                              10,494,000         8,798,000
                                                                            ------------      ------------

           Total                                                             244,956,000       233,393,000
  Less accumulated depreciation and amortization                              95,052,000        84,178,000
                                                                            ------------      ------------

           Property, net                                                     149,904,000       149,215,000

GOODWILL, Net of amortization of $18,087,000 and $15,180,000
  at 2002 and 2001, respectively (Notes 2 and 3)                              43,156,000        46,063,000

TRADEMARKS, Net of amortization of $8,814,000 and $5,862,000
  at 2002 and 2001, respectively (Notes 2 and 4)                              19,991,000        22,838,000

DEFERRED COMPENSATION PLAN TRUST (Note 6)                                     14,240,000

OTHER ASSETS, Net of amortization of $4,181,000 and $3,813,000
  (Note 2)                                                                     4,879,000         5,304,000
                                                                            ------------      ------------

TOTAL                                                                       $376,989,000      $374,348,000
                                                                            ============      ============
</TABLE>

See notes to consolidated financial statements.


                                      F-63
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' CAPITAL                                                 2002              2001
<S>                                                                         <C>               <C>
CURRENT LIABILITIES:
  Accounts payable (Note 5)                                                 $ 52,045,000      $ 56,536,000
  Accrued liabilities (Note 5)                                                25,784,000        22,891,000
  Deferred compensation obligations (Note 6)                                                     9,660,000
  Dividends payable                                                            9,550,000        18,625,000
  Bank lines of credit (Note 4)                                                8,000,000         5,000,000
  Current portion of long-term debt (Note 4)                                  12,758,000        12,603,000
  Current portion of long-term liability - Wilsey Foods, Inc. (Note 1)           491,000           978,000
  Derivative contract liability (Note 2)                                       4,120,000         4,818,000
                                                                            ------------      ------------

           Total current liabilities                                         112,748,000       131,111,000
                                                                            ------------      ------------

LONG-TERM DEBT (Note 4)                                                       97,178,000       109,936,000
                                                                            ------------      ------------

DEFERRED COMPENSATION OBLIGATIONS (Note 6)                                    16,347,000         1,557,000
                                                                            ------------      ------------

           Total liabilities                                                 226,273,000       242,604,000

COMMITMENTS AND CONTINGENCIES (Notes 6 and 7)

MEMBERS' CAPITAL                                                             150,716,000       131,744,000





                                                                            ------------      ------------

TOTAL                                                                       $376,989,000      $374,348,000
                                                                            ============      ============
</TABLE>


                                      F-64
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED MARCH 31, 2002 AND THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                           THREE MONTHS                     YEAR ENDED
                                           YEAR ENDED         ENDED                        DECEMBER 31,
                                            MARCH 31,       MARCH 31,           --------------------------------
                                              2002             2001                 2000                1999
<S>                                      <C>              <C>                  <C>                 <C>
NET SALES (Notes 2 and 5)                $ 965,728,000    $ 215,187,000        $ 890,042,000       $ 918,043,000

COST OF GOODS SOLD
  (Notes 2 and 5)                          792,689,000      177,748,000          744,282,000         798,891,000
                                         -------------    -------------        -------------       -------------

GROSS PROFIT                               173,039,000       37,439,000          145,760,000         119,152,000
                                         -------------    -------------        -------------       -------------

OPERATING EXPENSES:
  Selling, general, and
    administrative (Notes 2 and 5)          92,034,000       20,121,000           78,145,000          69,127,000
  Amortization of intangibles
    (Note 2)                                 6,227,000        1,581,000            6,431,000           6,379,000
                                         -------------    -------------        -------------       -------------

           Total operating expenses         98,261,000       21,702,000           84,576,000          75,506,000
                                         -------------    -------------        -------------       -------------

OPERATING INCOME                            74,778,000       15,737,000           61,184,000          43,646,000

INTEREST EXPENSE, Net                        7,474,000        2,071,000            9,585,000          10,146,000

OTHER INCOME (Note 7)                       (3,182,000)        (702,000)          (5,907,000)         (2,413,000)
                                         -------------    -------------        -------------       -------------

INCOME BEFORE CUMULATIVE
  EFFECT OF ACCOUNTING
  CHANGE                                    70,486,000       14,368,000           57,506,000          35,913,000

CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE
  (Note 2)                                                                                               563,000
                                         -------------    -------------        -------------       -------------

NET INCOME                               $  70,486,000    $  14,368,000        $  57,506,000       $  35,350,000
                                         =============    =============        =============       =============
</TABLE>

See notes to consolidated financial statements.


                                      F-65
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF MEMBERS' CAPITAL
YEAR ENDED MARCH 31, 2002 AND THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                                 CENEX
                                                                HARVEST
                                          WILSEY                 STATES
                                        FOODS, INC.           COOPERATIVES              TOTAL
<S>                                    <C>                   <C>                   <C>
BALANCE, JANUARY 1, 1999               $  48,371,000         $  32,248,000         $  80,619,000

  Net income                              21,210,000            14,140,000            35,350,000

  Contributions                           12,000,000             8,000,000            20,000,000

  Dividends                              (14,266,000)           (9,511,000)          (23,777,000)
                                       -------------         -------------         -------------

BALANCE, DECEMBER 31, 1999                67,315,000            44,877,000           112,192,000

  Net income                              30,593,000            26,913,000            57,506,000

  Transfer of interest (Note 1)          (11,775,000)           11,775,000

  Dividends                              (23,288,000)          (20,720,000)          (44,008,000)
                                       -------------         -------------         -------------

BALANCE, DECEMBER 31, 2000                62,845,000            62,845,000           125,690,000

  Net income                               7,184,000             7,184,000            14,368,000

  Dividends                               (4,157,000)           (4,157,000)           (8,314,000)
                                       -------------         -------------         -------------

BALANCE, MARCH 31, 2001                   65,872,000            65,872,000           131,744,000

  Net income                              35,243,000            35,243,000            70,486,000

  Dividends                              (25,757,000)          (25,757,000)          (51,514,000)
                                       -------------         -------------         -------------

BALANCE, MARCH 31, 2002                $  75,358,000         $  75,358,000         $ 150,716,000
                                       =============         =============         =============
</TABLE>

See notes to consolidated financial statements.


                                      F-66
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2002 AND THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   THREE MONTHS                YEAR ENDED
                                                                    YEAR ENDED         ENDED                  DECEMBER 31,
                                                                     MARCH 31,        MARCH 31,     -------------------------------
                                                                       2002             2001             2000             1999
<S>                                                               <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                      $ 70,486,000     $ 14,368,000     $ 57,506,000     $ 35,350,000
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                   12,186,000        2,833,000       10,829,000        9,740,000
    Amortization of intangibles                                      6,227,000        1,581,000        6,431,000        6,379,000
    Loss (gain) on disposal/impairment of assets                       324,000          128,000         (139,000)       2,576,000
    Derivative contract asset                                       (1,803,000)      (7,375,000)
    Gain on deferred compensation plan trust assets                   (264,000)
    Changes in operating assets and liabilities:
      Trade receivables                                               (771,000)         980,000         (359,000)       6,198,000
      Inventories                                                    3,881,000        5,089,000       (3,246,000)       4,600,000
      Prepaid expenses and other current assets                       (793,000)         330,000          234,000        2,442,000
      Accounts payable                                              (4,491,000)      (2,943,000)      (4,654,000)      (1,023,000)
      Accrued liabilities                                            2,893,000       (2,540,000)       2,499,000        5,932,000
      Deferred compensation obligations                              5,130,000       (1,767,000)       6,747,000        3,835,000
      Due from/to affiliates                                            47,000            1,000          293,000         (266,000)
                                                                  ------------     ------------     ------------     ------------

           Net cash provided by operating activities                93,052,000       10,685,000       76,141,000       75,763,000
                                                                  ------------     ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property                                          (13,268,000)      (4,869,000)     (13,037,000)     (17,841,000)
  Proceeds from sale of property                                        69,000           23,000        1,021,000           51,000
  Acquisitions, net of cash acquired (Note 3)                                                         (5,312,000)     (50,028,000)
  Acquisition of trademarks                                                                              (47,000)
  Investment in rabbi trust                                        (13,976,000)
  Other assets                                                         (48,000)          67,000         (201,000)      (1,355,000)
                                                                  ------------     ------------     ------------     ------------

           Net cash used in investing activities                   (27,223,000)      (4,779,000)     (17,576,000)     (69,173,000)
                                                                  ------------     ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt                                                                                         35,000,000
  Repayment of long-term debt                                      (12,603,000)        (554,000)     (12,417,000)      (9,490,000)
  Net borrowings (payments) on line of credit                        3,000,000        5,000,000      (15,000,000)     (26,000,000)
  Payment to Wilsey Foods, Inc. (Note 1)                              (487,000)        (487,000)                         (487,000)
  Payment of bank loan fees                                                                                              (105,000)
  Dividends paid                                                   (60,589,000)                      (38,539,000)     (23,274,000)
  Contributions received                                                                                               20,000,000
                                                                  ------------     ------------     ------------     ------------

           Net cash (used in) provided by financing activities     (70,679,000)       3,959,000      (65,956,000)      (4,356,000)
                                                                  ------------     ------------     ------------     ------------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                                  (4,850,000)       9,865,000       (7,391,000)       2,234,000

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                               14,150,000        4,285,000       11,676,000        9,442,000
                                                                  ------------     ------------     ------------     ------------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                                   $  9,300,000     $ 14,150,000     $  4,285,000     $ 11,676,000
                                                                  ============     ============     ============     ============
</TABLE>

                                                                     (Continued)

                                      F-67
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2002 AND THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                   THREE MONTHS                YEAR ENDED
                                                                    YEAR ENDED         ENDED                  DECEMBER 31,
                                                                     MARCH 31,        MARCH 31,     -------------------------------
                                                                       2002             2001             2000             1999
<S>                                                               <C>              <C>              <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
  Cash paid during the period for interest                        $  8,129,000     $    653,054      $ 10,181,000     $ 10,296,000
                                                                  ============     ============      ============     ============
</TABLE>

See notes to consolidated financial statements.                      (Concluded)


                                      F-68
<PAGE>


VENTURA FOODS, LLC AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED MARCH 31, 2002 AND THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

1.    GENERAL MATTERS

      Ventura Foods, LLC and its subsidiary (the "Company") is a processor and
      distributor of edible oils used in food preparation and a packager of food
      products. The Company sells its products to national and regional
      restaurant chains, food wholesalers, and retail chains.

      The Company was formed pursuant to a Joint Venture Agreement (the
      "Agreement") dated August 30, 1996 between Wilsey Foods, Inc. ("Wilsey")
      and Cenex Harvest States Cooperatives ("Cenex") whereby substantially all
      the assets and liabilities of Wilsey and Holsum Foods (a division of
      Cenex) were transferred and assigned, with certain exclusions, to the
      Company. Wilsey is a majority-owned subsidiary of Mitsui & Co., Ltd. From
      the period of inception through March 31, 2000, Wilsey and Cenex owned 60
      percent and 40 percent of the Company, respectively. On March 31, 2000,
      Wilsey sold a 10 percent interest in the Company to Cenex. Accordingly,
      Wilsey and Cenex each own 50 percent of the Company.

      At the formation date, a liability equal to the net deferred income tax
      liability of Wilsey at August 30, 1996 was assumed by the Company and was
      included in long-term liability - Wilsey Foods, Inc. The amount is payable
      in five equal annual installments of $487,000 plus a final installment of
      $491,000.

2.    ACCOUNTING POLICIES

      BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION - The consolidated
      financial statements include the accounts of Ventura Foods, LLC and its
      100 percent-owned subsidiary, Ventura Jets, Inc. All material intercompany
      transactions have been eliminated.

      FISCAL YEAR-END - During 2001, the Company changed its fiscal year-end to
      March 31. Prior to such change, the Company's fiscal year-end had been
      December 31.

      CUMULATIVE EFFECT OF ACCOUNTING CHANGE - In connection with the adoption
      of Statement of Position 98-5, REPORTING ON THE COSTS OF START-UP
      ACTIVITIES, on January 1, 1999, the Company charged $563,000 of previously
      deferred start-up costs to expense.

      CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
      investments purchased with a maturity of three months or less to be cash
      equivalents.


                                      F-69
<PAGE>


      INVENTORIES - Inventories consist of the following at March 31, 2002 and
      2001:

                                                       2002           2001

          Bulk oil                                 $17,654,000    $24,642,000
          Finished goods                            27,696,000     24,692,000
          Ingredients and supplies                  17,449,000     17,346,000
                                                   -----------    -----------

          Total                                    $62,799,000    $66,680,000
                                                   ===========    ===========

      Inventories are accounted for at the lower of cost or market, using the
      first-in first-out method.

      DERIVATIVE FINANCIAL INSTRUMENTS - The Company's use of derivative
      financial instruments is limited to forwards, futures, and certain other
      delivery contracts as discussed below. The Company enters into these
      contracts to limit its exposure to price volatility of various food oils
      that are critical to its processing and distribution activities. It is the
      Company's policy to remain substantially hedged with respect to edible oil
      product price risk; derivative contracts are used to maintain this hedged
      position. Forward purchase and sales contracts with established market
      participants as well as exchange traded futures contracts are entered into
      in amounts necessary to protect against price changes on raw materials
      needed for the Company's food oil processing and distribution activities.
      The Company also enters into purchase and sales commitments with major
      suppliers and customers at a specified premium or discount from a future
      market price ("Basis Contracts"). Additionally, the Company's policies do
      not permit speculative trading of such contracts. All of these qualify as
      derivatives under Statement of Financial Accounting Standards ("SFAS") No.
      133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, and are
      stated at market value. Changes in market value are recognized in the
      consolidated statements of income, through cost of sales, in the periods
      such changes occur. The adoption of SFAS No. 133, on January 1, 2001, did
      not have a significant impact on the Company's results of operations, as
      the Company historically recorded its financial instruments at market
      value. Prior to the adoption of SFAS No. 133, the market value of futures
      contracts, basis contracts, and forward purchase and sales contracts were
      recorded as a component of inventory. Beginning with the adoption of SFAS
      No. 133, the market value of these contracts is now recorded separately
      on the balance sheet as derivative contract assets or liabilities. These
      contracts have maturities of less than one year.


                                      F-70
<PAGE>


      The following summarizes the Company's various derivative contracts
      outstanding at March 31, 2002 and 2001:

                                                                     NET
                                                                 UNREALIZED
          FORWARD CONTRACTS AND COMMITMENTS         POUNDS       GAIN (LOSS)
                                                                (IN THOUSANDS)

          MARCH 31, 2002

          Forward purchases                          490,500        $ 7,873
          Forward sales                              454,100         (1,117)
          Basis purchase                             390,300          2,304
          Basis sales                                 62,600           (303)
          Futures contracts                           96,100            421
                                                  ----------        -------

                                                   1,493,600        $ 9,178
                                                  ==========        =======
          MARCH 31, 2001

          Forward purchases                          391,800        $ 3,836
          Forward sales                              395,200            741
          Basis purchase                           1,316,200          1,989
          Basis sales                                151,500            163
          Futures contracts                          117,900            646
                                                  ----------        -------

                                                   2,372,600        $ 7,375
                                                  ==========        =======

      The fair value of futures contracts are determined from quotes listed on
      the Chicago Board of Trade or other market makers. Forward purchase and
      sales contracts are with various counterparties, and the fair values of
      such contracts are determined from the market price of the underlying
      product.

      The Company is exposed to loss in the event of nonperformance by the other
      parties to the contracts. However, the Company does not anticipate
      nonperformance by counterparties.

      PROPERTY AND DEPRECIATION - Property is stated at cost, and depreciation
      is provided for using the straight-line method over the estimated useful
      lives of the assets, as follows:

          Buildings                                                40 years
          Leasehold improvements                               3 - 19 years
          Machinery and equipment                             10 - 25 years
          Other property                                       3 - 20 years

      FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company estimates the fair value
      of financial instruments using the following methods and assumptions:

            ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE - The carrying amounts
            approximate fair value, due to the short maturities of these
            instruments.

            LINES OF CREDIT - The carrying amounts approximate fair value, as
            the interest rates are based upon variable reference rates.

            LONG-TERM DEBT - Based on the borrowing rates currently available to
            the Company for bank loans with similar terms and remaining
            maturities, the carrying amounts approximate fair value.


                                      F-71
<PAGE>


            FUTURES CONTRACTS - The fair value of futures contracts (used for
            hedging purposes) is determined from quotes listed principally on
            the Chicago Board of Trade.

      CONCENTRATION OF CREDIT RISK - During the year ended March 31, 2002 and
      the three months ended March 31, 2001 and the years ended December 31,
      2000 and 1999, net sales to one customer were 22 percent, 22 percent, 21
      percent, and 18 percent of total net sales, respectively. This customer
      represents approximately 19 percent and 17 percent of trade receivables at
      March 31, 2002 and 2001, respectively. The Company performs ongoing credit
      evaluations of its customers and maintains an allowance for potential
      credit losses.

      The Company maintains cash deposits with various financial institutions.
      The Company periodically evaluates the credit standing of these financial
      institutions and has not sustained any credit losses relating to such
      balances.

      MARKETABLE SECURITIES - The Company's marketable securities are composed
      of equity securities that have been classified as trading securities. The
      equity securities are carried at fair market value based upon quoted
      market prices of those investments at March 31, 2002. Unrealized gains and
      losses on equity securities are recognized in net income.

      GOODWILL AND TRADEMARKS - The Company's goodwill relates to various
      acquisitions of businesses and is being amortized using the straight-line
      method over periods ranging from 15 to 20 years. Trademarks are amortized
      using the straight-line method over 10 to 15 years. Patents and other
      intangibles are amortized using the straight-line method over 1 to 15
      years (see "Recent Accounting Pronouncements").

      IMPAIRMENT OF LONG-LIVED ASSETS - Long-lived assets, including
      identifiable intangibles and goodwill, are reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      amount of an asset may not be recoverable. In performing the review for
      recoverability, future cash flows expected to result from the use of the
      asset and its eventual disposition are estimated. If the sum of the
      expected future cash flows (undiscounted and without interest charges) is
      less than the carrying amount of the asset, an impairment loss is recorded
      under the discounted future cash flow method. Impairment losses of
      $1,277,000 were recognized during 1999.

      ADVERTISING COSTS - The Company expenses advertising costs in the period
      incurred. For the year ended March 31, 2002 and the three months ended
      March 31, 2001 and the years ended December 31, 2000 and 1999, the
      Company incurred advertising expenses of approximately $7,100,000,
      $1,300,000, $6,100,000, and $4,500,000, respectively.

      INCOME TAXES - The Company is a limited liability company and has no
      liability for federal and state income taxes. Income is taxed to the
      members based on their allocated share of taxable income or loss. However,
      certain states tax the income of limited liability companies. The
      Company's liability for such state income taxes is not significant.

      REVENUE RECOGNITION - Revenue is recognized after the related product has
      been shipped and title has transferred to the customer. Sales are
      presented net of discounts and sales allowances.


                                      F-72
<PAGE>


      USE OF ESTIMATES - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could differ from those estimates.

      RECLASSIFICATIONS - Certain reclassifications have been made to the prior
      periods' financial statements to conform to the 2002 presentation.

      RECENT ACCOUNTING PRONOUNCEMENTS - In June 2001, the Financial Accounting
      Standards Board ("FASB") approved the issuance of SFAS No. 141, BUSINESS
      COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE Assets. SFAS
      No. 141 requires that the purchase method of accounting be used for all
      business combinations initiated after June 30, 2001. SFAS No. 142 changes
      the accounting for goodwill from an amortization method to an
      impairment-only approach. Amortization of goodwill, including goodwill
      recorded in business combinations occurring prior to June 30, 2001, will
      cease upon adoption of this statement. In addition, the standard includes
      provisions for the reclassification of certain existing recognized
      intangibles as goodwill, reassessment of the useful lives of existing
      recognized intangibles, reclassification of certain intangibles out of
      previously reported goodwill, and the identification of reporting units
      for purposes of assessing potential future impairments of goodwill. Under
      SFAS Nos. 141 and 142, goodwill and other intangibles are initially
      assessed for impairment upon adoption of the statements, with subsequent
      assessments required annually and when there is reason to suspect that
      their values have been diminished or impaired and with any corresponding
      write-downs recognized as necessary.

      The Company adopted SFAS No. 141 on July 1, 2001. The adoption did not
      have a material impact on its consolidated financial statements. The
      Company adopted SFAS No. 142 on April 1, 2002. SFAS No. 142 requires the
      Company to complete a transitional goodwill and other intangible assets
      impairment test. The Company does not believe that the results of the
      impairment tests will have a material impact on its consolidated financial
      statements. Annual goodwill amortization of approximately $4,000,000
      ceased upon the adoption of SFAS No. 142. Amortization of other intangible
      assets for the year ended March 31, 2002 and the three months ended March
      31, 2001 and the years ended December 31, 2000 and 1999 was approximately
      $1,900,000, $430,000, $1,750,000 and $1,700,000, respectively.

      In June 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET
      RETIREMENT OBLIGATIONS, which addresses financial accounting and reporting
      for obligations associated with the retirement of tangible long-lived
      assets and the associated asset retirement costs. This statement will be
      adopted as required in fiscal year 2004. The Company is currently
      assessing, but has not yet determined, the impact this statement will have
      on its consolidated financial statements.

      In July 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT
      OR DISPOSAL OF LONG-LIVED ASSETS, which addresses financial accounting and
      reporting for the impairment or disposal of long-lived assets and
      supersedes SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
      ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and the accounting and
      reporting provisions of Accounting Principles Board Opinion No. 30,
      REPORTING THE RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF
      A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY
      OCCURRING EVENTS AND TRANSACTIONS. This statement retains the requirements
      of SFAS No. 121 to (a) recognize an impairment loss only if the carrying
      amount of a long-lived asset is not recoverable from its undiscounted cash
      flows and (b) measure an impairment loss as the difference between the
      carrying amount and fair value of the asset, and establishes a single
      accounting model, based on the framework established in SFAS No. 121, for
      long-lived assets to be disposed of by sale. This statement will be
      adopted as required in fiscal year 2003. The Company is currently
      assessing, but has not yet determined, the impact this statement will have
      on its consolidated financial statements.


                                      F-73
<PAGE>


      In November 2001, the Emerging Issues Task Force ("EITF") issued EITF
      Issue No. 01-09, ACCOUNTING FOR CONSIDERATION GIVEN BY A VENDOR TO A
      CUSTOMER OR A RESELLER OF THE VENDOR'S PRODUCTS, which addresses the
      accounting for consideration given by a vendor to a customer or a reseller
      of the vendor's products. This new guidance provides that consideration
      from a vendor to a reseller is generally presumed to be a reduction of the
      selling prices of the vendor's products and therefore should be
      characterized as a reduction of revenue when recognized in the vendor's
      income statement. This statement will be adopted as required in fiscal
      year 2003. The Company is currently assessing, but has not yet determined,
      the impact this guidance will have on its consolidated financial
      statements.

3.    ACQUISITIONS

      During 2000, the Company acquired substantially all the assets and
      liabilities of Sona and Hollen for $5,740,000. Sona and Hollen is a
      portion packing company located in Los Alamitos, California. The
      acquisition has been accounted for as a purchase, and accordingly, the
      purchase price has been allocated based on the estimated fair values of
      the assets acquired. The excess of the purchase price over the fair value
      of the assets acquired, approximately $4,276,000, was recorded as goodwill
      and had been amortized using a 15-year life. The following is a summary of
      the assets acquired at estimated fair market value:

          Inventories                                              $  637,000
          Prepaid expenses and other assets                           208,000
          Property and equipment                                      600,000
          Trademark                                                    19,000
          Goodwill                                                  4,276,000
                                                                   ----------

          Net assets of business acquired                          $5,740,000
                                                                   ==========

      On January 11, 1999, the Company acquired substantially all the assets and
      liabilities of Sunnyland Refining Company ("Sunnyland") from its parent,
      Kane-Miller Corp, for $53.2 million in cash. Sunnyland is a manufacturer
      and national distributor of margarine products located in Birmingham,
      Alabama.

      The acquisition has been accounted for as a purchase, and accordingly, the
      purchase price has been allocated based on the estimated fair values of
      the assets acquired. The excess of the purchase price over the fair value
      of the assets acquired, approximately $38.8 million, was recorded as
      goodwill and has been amortized using a 15-year life.


                                      F-74
<PAGE>


      The following is a summary of the assets acquired and liabilities assumed
      at estimated fair market value:

          Cash                                                  $  3,201,000
          Accounts receivable                                      6,513,000
          Inventories                                              2,577,000
          Prepaid expenses and other assets                          486,000
          Property and equipment                                  12,445,000
          Goodwill                                                38,837,000
                                                                ------------

          Assets acquired                                         64,059,000
                                                                ------------

          Accounts payable                                        (7,653,000)
          Accrued liabilities                                     (3,177,000)
                                                                ------------

          Liabilities assumed                                    (10,830,000)
                                                                ------------

          Net assets of business acquired                       $ 53,229,000
                                                                ============

4.    LINES OF CREDIT AND LONG-TERM DEBT

      LINES OF CREDIT - At March 31, 2002, the Company had a revolving
      line-of-credit agreement with a banking group to provide for borrowings of
      up to an aggregate of $72,000,000. Borrowings at March 31, 2002 and 2001
      under such lines were $8,000,000 and $5,000,000, respectively. The
      interest rates applicable to borrowings are based, at the option of the
      Company, at a London Interbank Offered Rate ("LIBOR") or a term federal
      funds rate ("TFFR") option. The weighted-average rate at March 31, 2002
      and 2001 was 2.24 percent and 5.67 percent, respectively. The credit
      agreement is subject to renewal annually with the banking group.

      LONG-TERM DEBT - At March 31, 2002 and 2001, balances outstanding on
      long-term debt were $109,936,000 and $122,539,000, respectively, and
      represent term loans with a banking group. The interest rate applicable to
      these term loans is based, at the option of the Company, at a TFFR-based,
      LIBOR-based, or a fixed rate option. The weighted-average interest rate on
      borrowings at March 31, 2002 and 2001 was 6.59 percent and 6.83 percent,
      respectively.

      The term loans are collateralized by substantially all property,
      equipment, and intellectual property rights, and the lines of credit are
      collateralized by substantially all trade receivables and inventories of
      the Company. The loan agreements contain various covenants, including
      compliance with tangible net worth (as defined) and other financial
      ratios, restrictions on the payment of dividends, and restrictions on the
      incurrence of additional debt.


                                      F-75
<PAGE>


      Annual maturities of long-term debt at March 31, 2002 are as follows:

          2003                                                   $ 12,758,000
          2004                                                     74,223,000
          2005                                                      2,799,000
          2006                                                      2,987,000
          2007                                                      3,187,000
          Thereafter                                               13,982,000
                                                                 ------------

          Total                                                   109,936,000
          Less current portion                                     12,758,000
                                                                 ------------

          Long-term debt                                         $ 97,178,000
                                                                 ============

5.    TRANSACTIONS WITH AFFILIATES

      At March 31, 2002, the Company had a receivable balance of $47,000 due
      from Wilsey for reimbursement of expenses paid by the Company on behalf of
      Wilsey.

      Included in accounts payable at March 31, 2002 and 2001 were $5,976,000
      and $3,347,000, respectively, payable to Cenex for purchases of oil.
      Purchases from Cenex for the year ended March 31, 2002 and for the three
      months ended March 31, 2001 and the years ended December 31, 2000 and 1999
      were $47,745,000, $8,575,000, $48,916,000, and $84,872,000, respectively.
      Sales to Cenex for the year ended March 31, 2002 and for the three months
      ended March 31, 2001 and the years ended December 31, 2000 and 1999,
      totaled $883,000, $109,000, $950,000, and $1,130,000, respectively.

      Included in accounts payable at March 31, 2002 and 2001 were $817,000 and
      $448,000, respectively, payable to Mitsui USA for the Company's
      participation in Mitsui USA's insurance plans. During the year ended March
      31, 2001 and the three months ended March 31, 2001 and the years ended
      December 31, 2000 and 1999, the Company recorded expenses of $8,487,000,
      $1,380,000, $5,049,000, and $5,677,000, respectively, in connection with
      its participation in such plans.

      Included in trade receivables at March 31, 2002 and 2001 were $69,000 and
      $110,000, respectively, of receivables from Mitsui USA for product sales.
      Sales to Mitsui USA for the year ended March 31, 2002 and the three months
      ended March 31, 2001 and the years ended December 31, 2000 and 1999,
      totaled $1,406,000, $341,000, $1,569,000, and $2,509,000, respectively.

      Forward purchase contracts as of March 31, 2002 included commitments for
      purchases of 78,653,000 pounds of oil from Cenex. The Company recognized
      gains (losses) of $934,000, $1,788,000, $(363,000), and $(25,000),
      respectively, on such related party commitments for the year ended March
      31, 2002 and for the three months ended March 31, 2001 and the years ended
      December 31, 2000 and 1999.


                                      F-76
<PAGE>


6.    EMPLOYEE BENEFIT PLANS

      The Company had long-term incentive arrangements for certain key
      executives. Benefits under the arrangements were based on earnings over a
      three- to five-year period (as defined) from inception of the arrangements
      (January 1, 1997) through December 31, 2001. The incentive period ended on
      December 31, 2001. An amount equal to the obligation incurred under the
      plan was contributed to a rabbi trust that would be available to general
      creditors in the event of bankruptcy. The trust holds investments
      primarily in marketable securities that are recorded at market value
      (classified as trading securities). The assets in the trust are to be
      distributed to the employees upon retirement. The liability under the
      arrangements was $14,240,000 and $8,774,000 as of March 31, 2002 and 2001,
      respectively, and is included in accrued compensation in the accompanying
      consolidated balance sheets.

      On January 1, 2002, the Company established new long-term incentive
      arrangements with certain key executives under which they can earn
      additional compensation. Under these arrangements, the amount of
      additional compensation is based on the attainment of cumulative
      income-based or equity-based targets over a two- to three-year period. At
      the end of such periods, amounts earned by individual executives will be
      contributed to a rabbi trust, unless representatives of Wilsey and Cenex
      elect to pay such amounts directly to the respective key executives. At
      March 31, 2002, a liability for such awards of $439,000 is classified as
      accrued compensation in the accompanying consolidated balance sheets.

      For the year ended March 31, 2002 and the three months ended March 31,
      2001 and the years ended December 31, 2000 and 1999, the Company
      recognized compensation expense under the long-term incentive arrangements
      of $5,657,544, $749,815, $5,883,929, and $1,780,445, respectively.

      The Company has a combined 401(k) and defined contribution profit-sharing
      plan (the "Plan") covering substantially all employees not covered by
      collective bargaining agreements. Under the Plan, employees can make
      annual voluntary contributions not to exceed the lesser of an amount equal
      to 15 percent of their compensation or limits established by the Internal
      Revenue Code. The Company is required by the Plan to make certain matching
      contributions of up to 4 percent of each participant's salary and may make
      discretionary profit-sharing contributions. The Company also established a
      401(k) defined contribution plan covering employees under certain
      collective bargaining agreements. Under this plan, employees can make
      annual voluntary contributions of up to 15 percent of their compensation.
      Expense for the years ended March 31, 2002 and the three months ended
      March 31, 2001 and the years ended December 31, 2000 and 1999 was
      $5,855,000, $1,343,000, $5,139,000, and $5,212,000, respectively. Certain
      of the Company's union employees are participants in multi-employer plans.
      Payments to multi-employer pension plans are negotiated in various
      collective bargaining agreements and aggregated $1,162,000, $416,000,
      $1,641,000, and $1,465,000, for the year ended March 31, 2002 and for the
      three months ended March 31, 2001 and the years ended December 31, 2000
      and 1999, respectively. The actuarial present value of accumulated plan
      benefits and net assets available for benefits to union employees under
      these multi-employer pension plans are not available, as the Company does
      not administer these plans.

      Effective January 1, 1999, the Company established a Supplemental
      Executive Retirement Plan for certain of its employees. The projected
      benefit obligation as of March 31, 2002 and 2001 was $2,049,000 and
      $1,484,000, respectively. A liability of $1,668,000 and $1,557,000, as of
      March 31, 2002 and 2001, respectively, is included in long-term accrued
      compensation in the accompanying consolidated balance sheets. The plan is
      unfunded. During the year ended March 31, 2002 and the


                                      F-77
<PAGE>


      three months ended March 31, 2001 and the years ended December 31, 2000
      and 1999, the Company recorded benefit expense related to the plan of
      $111,000, $420,000, $379,000, and $412,000, respectively.

      The assumptions used in the measurement of the Company's benefit
      obligation are as follows:

                                                 MARCH 31,         DECEMBER 31,
                                              ---------------    ---------------
                                               2002     2001      2000     1999

          Discount rate                        7.0%     7.0%      7.0%     7.5%
          Rate of compensation increase        3.0%     3.0%      3.0%     4.0%

      The Company accrues the actuarially determined amount necessary to fund
      the participants' benefits in accordance with the requirements of the
      Employee Retirement Income Security Act of 1974.

7.    COMMITMENTS AND CONTINGENCIES

      Future minimum annual payments under noncancelable operating leases with
      lease terms in excess of one year at March 31, 2002 are as follows:

          2003                                                   $  4,960,000
          2004                                                      3,881,000
          2005                                                      3,092,000
          2006                                                      1,826,000
          2007                                                        669,000
          Thereafter                                                  203,000
                                                                 ------------

          Total                                                  $ 14,631,000
                                                                 ============

      Under the lease agreements, the Company is obligated to pay certain
      property taxes, insurance, and maintenance costs. Certain leases contain
      renewal and purchase options. Rental expense for the year ended March 31,
      2002 and for the three months ended March 31, 2001 and the years ended
      December 31, 2000 and 1999 under operating leases totaled $5,671,000,
      $1,476,000, $5,205,000, and $5,121,000, respectively.

      During the year ended December 31, 2000, the Company received a payment of
      approximately $2.4 million in connection with the settlement of a class
      action lawsuit. This amount has been recorded as a component of other
      income in the accompanying consolidated statements of income.

      The Company is involved from time to time in routine legal matters
      incidental to its business. The Company believes that the resolution of
      such matters will not have a material adverse effect on the Company's
      business, financial condition, or results of operations.


                                      F-78
<PAGE>


8.    QUARTERLY INFORMATION (UNAUDITED)

      As discussed in Note 2, the Company changed its fiscal year-end to March
      31. Audited financial information for the three months ended March 31,
      2001 has been included herein. For comparison purposes, selected unaudited
      financial information for the three months ended March 31, 2000 is as
      follows:

          Sales                                                 $ 211,815,000
          Cost of goods sold                                      172,818,000
          Net income                                               17,123,000
          Total assets                                            362,382,000
          Total liabilities                                       231,789,000
          Members' capital                                        130,593,000


                                     ******


(20149)


                                      F-79