CODE OF ETHICS

Integrity is a core value of Land O'Lakes, Inc. and is critical to how we run our business. The company has established two key policies, which are reproduced below: a Business Ethics Policy which applies to all of our employees, and a Code of Ethics which applies to officers of the corporation.
 
Land O’Lakes, Inc. and its affiliated entities (the “Company”) is committed to conduct its business in accordance with the highest ethical standards. This policy sets forth the principles pursuant to which all Senior Financial Officers of the Company are expected to adhere and advocate in meeting these standards. Because certain debt of the company is publicly traded, Senior Financial Officers of Land O’Lakes are held to an especially high set of ethical standards, which are further described below. Senior Financial Officers will not commit acts contrary to these standards of ethical conduct, nor shall they condone the commission of such acts by others within the Company. The Company’s Business Ethics Policy, which this policy is intended to supplement, sets forth the fundamental principles and key policies and procedures that govern the conduct of all employees of the Company. You are bound by the requirements and standards set forth in that policy as well.

Conflicts of Interest
In order to maintain the highest degree of integrity in the conduct of the Company’s business and your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your interests and the Company’s interests. You should conduct the Company’s business in an honest and ethical manner, and never act in a manner that could cause you to lose your independence and objectivity. Although a complete list of standards cannot be produced, the following examples are meant to illustrate actual or apparent conflicts of interest that should be avoided:

Improper Personal Benefits
Conflicts of interest arise when an officer or a member of his or her family receives improper personal benefits as a result of his or her position in the Company.

Financial Interests in Other Businesses
Neither you nor your immediate family members may have an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company. Typically, it is not considered a conflict of interest to make investments with a total value of no more than five percent (5%) of your annual compensation in competitors, customers or suppliers that are listed on a national or international securities exchange.

Business Arrangements with the Company
Without the prior written approval of the Audit Committee of the Board of Directors, you may not participate personally in a joint venture, partnership or other business arrangement with the Company.

Outside Employment
Simultaneous employment with, or serving as a director of, a competitor of the Company is strictly prohibited, as is any activity that is intended to, or that you should reasonably expect to, advance a competitor’s interests. You may not market products or services in competition with the Company’s current or potential business activities. It is your responsibility to consult with the designated compliance officer or the Audit Committee to determine whether a planned activity will compete with any of the Company’s business activities before you pursue the activity in question.

Use of Company’s Time and Assets
Except as specifically authorized by the Company, Company assets, including time, equipment, materials, resources and proprietary information, must be used for legitimate business purposes only. Incidental and occasional personal use of the Company’s electronic mail and telephone systems is permitted. However, you should be aware that even personal messages on the Company’s computer and telephone systems are the Company’s property and you should therefore have no expectation of personal privacy in connection with your use of these resources.

Standards Regarding Financial Records and Reporting
As a public company, the Company is required to file various periodic reports with the Securities and Exchange Commission. It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all required periodic and other reports. In an effort to provide such information in the manner desired, the Company and its Senior Financial Officers will take the following measures:
 
A. Establish appropriate systems and procedures to ensure that business transactions are recorded on the Company's books in accordance with Generally Accepted Accounting Principles and appropriate regulatory pronouncements and guidelines.
 
B. Establish appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines.
 
C. Establish and administer financial accounting controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the safe, sound, and profitable operation of the Company.
 
D. Disclose completely all relevant information reasonably expected to be needed by the Company’s internal and external auditors for the full, complete, and successful discharge of their duties and responsibilities. Ensure that all relevant staff members understand the Company’s open communication and full disclosure standards and processes.

Compliance
As a Senior Financial Officer, you are expected to comply with both the letter and spirit of all applicable governmental laws, rules and regulations. If you know of or suspect a violation of applicable laws or regulations, you must immediately report that information to the Senior Vice President & General Counsel or the Chair of the Audit Committee. No one will be subject to retaliation because of a good faith report of suspected misconduct. If you fail to comply with this policy, or with applicable laws, you will be subject to disciplinary measures, up to and including immediate discharge for cause.

Policies and Resolutions
The Policy and Resolutions statements are drafted by elected co-op members of the Policies and Resolutions Committee and approved by the member delegates at each annual meeting. The statements provide the backbone for our legislative policy priorities and represent interests of our members, company, and industry for advocacy in states and Washington, D.C. For more information on the statements, please contact governmentrelations@landolakes.com.