Dear Stakeholders
  Land O’Lakes continues to focus on building a farmer-owned system with the size, scale and level of performance necessary to compete and win, long-term, on behalf of members.

That focus is driven by the recognition that our success as a business and as a cooperative are closely linked. Our view of the future is shaped by the realization, articulated in our strategic plans, that “Only through the achievement of our business and financial objectives will the organization accumulate the resources and influence required to successfully fulfill the economic, social and political expectations of our owners.”

The importance of business performance, and our dedication to balance sheet strength, becomes even clearer when you consider the changes we continue to see in the economic and agricultural environment:

• The change, in the country, from the view of farming as a way of life to one of production agriculture as a business;
• The shift from a relatively uniform membership to an increasingly segmented member base in which large farm operations represent a growing portion of our system’s business;
• The change from a regional agribusiness environment and marketplace to a national, even global, market typified by ongoing consolidation and growth;
• The change from an agriculture-friendly policy environment to one dominated by urban representation and concerns; and
• A new era in financing that sees cooperatives facing increased capital needs, while dealing less with smaller, less formal, ag-oriented banks and more with large, complex, very structured commercial institutions.
 


Your board and management have developed a basic set of organizational beliefs regarding what it will take to succeed – as a business and as a cooperative – in this changing environment. Those beliefs focus on the strategic importance of competitive size and scale, business performance and financial results, balance sheet strength, portfolio management, the quality of our people and system focus.

A YEAR OF TRANSITION
As we consider the basic focus of these beliefs, 2003 was a transition year for our system. In the late 1990s, right through to 2001, we concentrated intensely on size and scale. During that period, we achieved significant growth in all our core businesses. This growth, while necessary from a strategic and competitive point of view, at times came at the expense of short-term performance and balance sheet strength.

As we moved into 2003, while we continued to pursue growth-related cost savings, we intensified our focus on customers, performance and balance sheet strength.

Our sharpened focus on performance is reflected in 2003 results. Overall, we recorded $84 million in 2003 net earnings. While this is down from $99 million in 2002, when you factor out the impact of legal settlements and other one-time gains and losses, earnings from operations were up significantly.

The past year also saw an intensified focus on balance sheet strength, as we paid down term debt by $131 million. Importantly, as we closed the year, we improved our capital structure with the completion of a new financing package which included a favorable restructuring of existing debt and a three-year extension of our revolving line of credit. This debt restructuring effort (which did not increase our debt level) enabled us to take advantage of declining long-term interest rates, spread term debt payments over a longer period and maintain strong liquidity.

FEED
Our Feed strategies continued to evolve in 2003, as we moved from the focus on strategic growth reflected in the 2001 acquisition of Purina Mills, to 2002’s sharp internal focus on the capturing of growth-related cost savings, to 2003’s intense focus on customers. Going forward, Feed’s priorities are strengthening its focus on members and customers, leveraging brand strength, building livestock feed volumes and achieving optimal efficiency and productivity, while providing customers with high-quality service. Early in 2004, for example, Feed began a regional market-aligned restructuring intended to bring the management of the manufacturing, distribution, customer service and sales functions even closer to the customer.

Looking at 2003 performance, key areas of strength were companion animals, beef feed, horse feed and animal milk replacers. Challenges in the livestock/commodity feed markets, however, were reflected in reduced volume and earnings in that segment. Feed continued its sharp focus on customers, operating efficiency and the effective leveraging of our LAND O LAKES and Purina brands. The end result was that Feed reported positive earnings for the year and is well positioned for 2004.

DAIRY FOODS

Looking back over the past six or seven years, Land O’Lakes realized significant growth in Dairy Foods. Our focus has been on building an efficient, strategically located infrastructure; continuing to grow and leverage the strength of our brand; enhancing our people power; maximizing supply chain efficiency in terms of cost and customer service; and leveraging market- and customer-focused research and development and product innovation to build competitive advantage. We will remain sharply focused on these core strategies going forward.

In 2003, Dairy Foods was intensely dedicated to performance and value. That focus produced strong Value Added volumes and earnings – driven by the value of our brand and the performance of our cornerstone Butter and Superspreads, Foodservice and Deli Cheese businesses.

The importance of our commitment to driving earnings in our Value Added business was amplified by the challenges we faced in the Industrial (manufacturing) side of Dairy Foods, where milk production levels continued to adversely affect the profitability of the domestic dairy manufacturing infrastructure. While the past year saw notable improvement in our Industrial performance, we continued to realize losses in this segment.

From Land O’Lakes perspective, our Industrial operations will continue to be guided by two key principles. First, our responsibility to provide a market for member milk and optimize the value captured from the marketplace. Second, given ongoing shifts in milk production, to work with other organizations to optimize the use of – and return from – manufacturing assets on a regional basis.

As dairy production declines in the Midwest and East, we have been aggressive in seeking partnerships with others. Simply owning plants for the sake of owning plants does not serve our goal of optimizing member returns.

Looking to the West, we are completing the Phase I start-up of our new world-scale mozzarella and whey production facility – Cheese and Protein International (CPI). The equipment for Phase II is being installed now and we will be ready for additional production by the second half of 2004. Phase II will significantly lower per-unit production costs and, long-term, this plant will be a strategic, least-cost and profitable asset for our system and our members.

SEED
Seed, in recent years, has completed aggressive growth initiatives – becoming the nation’s third-largest farm seed company. Seed is now focused on translating that growth into enhanced performance. In 2003, Seed achieved record earnings, driven by positive performance that included increased volume, aggressive cost-reduction efforts and the continued growth of the CROPLAN GENETICS brand.

The foundation of Seed’s strategy going forward will be to build upon “knowledge” as a key point of difference, putting the best-trained and best-equipped workforce in the field; continue to grow the CROPLAN GENETICS brand; be the industry’s technology leader, delivering the very best in seed genetics and traits to customers; and leverage the strength of the cooperative distribution system, helping local cooperative dealers build sales and earnings.

AGRONOMY
Land O’Lakes position in Agronomy is defined by our 50-percent ownership in the Agriliance joint venture – the nation’s leading marketer of crop production inputs. This joint venture, established in 2000, initially focused on integrating the diverse systems and cultures of the organizations that came together to form Agriliance. Over time, that focus shifted toward capturing significant growth-related cost savings and, most recently, to delivering on the full performance potential of the new, larger organization.

Despite a very tough industry environment, shaped by such forces as the impact of high natural gas prices on the ability of domestic crop nutrient manufacturers to remain competitive and a declining crop protection products market, Agriliance has translated its continuing focus on performance and its dedication to customer service into increased earnings in each of its past three fiscal years.

Layers/Eggs
The past year was also a transition year in our Layers/Eggs business, which we conduct through our MoArk joint venture. Recent years have seen us grow this business to a top-three position in the shell eggs and processed egg products market. Going into 2003, translating that growth into improved performance was a key priority. Thanks to a combination of significant market improvements, our increased size and scale, our focus on performance and the ability to leverage our brands (LAND O LAKES and Eggland’s Best), earnings were up significantly. These performance-focused efforts will continue in 2004.

Vision for the Future
As Land O’Lakes looks to the future, we remain dedicated to our Vision of “being one of the best food and agricultural companies in the world.” Our focus on performance remains sharp, our dedication to our cooperative responsibilities steadfast and our passion for delivering value to members and customers strong.

Sincerely,

Jim D. Fife
Chairman of the Board


John E. Gherty
President and Chief Executive Officer

Dairy Foods-->

  INTRODUCTION |HIGHLIGHTS OF 2003 |LETTER TO THE STAKEHOLDERS |DAIRY FOODS
AG SERVICES |BOARD OF DIRECTORS |FINANCIAL REVIEW |SENIOR STRATEGY TEAM