UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 26, 2004 ------------------- LAND O'LAKES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MINNESOTA 333-84486 41-0365145 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4001 LEXINGTON AVENUE NORTH ARDEN HILLS, MINNESOTA 55126 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (651) 481-2222 -------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Land O'Lakes, Inc. press release dated July 26, 2004. ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 26, 2004, Land O'Lakes, Inc., a Minnesota cooperative corporation (the "Company"), issued a press release announcing quarterly results for the quarter ending June 30, 2004. A copy of the Company's press release is attached hereto as Exhibit 99.1. The press release includes the Company's calculations regarding EBITDA (earnings before interest, taxes, depreciation and amortization, as calculated pursuant to the Company's senior credit facilities) for the quarter ending June 30, 2004. The press release also contains a reconciliation of EBITDA to net income/(loss) before income taxes, a measure which the Company believes is the most directly comparable financial measure calculated in accordance with GAAP. The Company believes that a presentation of EBITDA provides useful information to its stakeholders since this information is needed to measure certain financial covenants under the Company's senior credit facilities and an indebtedness incurrence test under its bond indentures. 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, hereunto duly authorized. LAND O'LAKES, INC. /s/ Daniel Knutson Date: July 26, 2004 ________________________ Daniel Knutson Senior Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 Land O'Lakes, Inc. press release dated July 26, 2004.