\ LAND O'LAKES, INC. NEWS RELEASE FOR MORE INFORMATION, CONTACT: Lydia Botham - 651-481-2123 Dave Karpinski - 651-481-2360 LAND O'LAKES REPORTS THIRD-QUARTER RESULTS Year-to-date net earnings $130.6 million, net sales $5.6 billion October 24, 2005 (Arden Hills, Minn.) - Land O'Lakes, Inc., today reported its third-quarter and year-to-date financial results, while also commenting on individual business unit performance and progress against key strategic initiatives. Year-to-date, sales are $5.6 billion with net earnings of $130.6 million, compared to sales of $5.8 billion and net earnings of $32.0 million in the first nine months of 2004. Third-quarter and year-to-date results include a positive net earnings impact of $82.6 million due to the gain from the sale of the company's 38-percent ownership in CF Industries, Inc. (fertilizer manufacturing). Year-to-date results reflect improved earnings in Dairy Foods, Feed and Seed. These gains were offset somewhat by losses in the eggs business, the result of depressed markets in that segment. Year-to-date financial results also include $8.6 million in unrealized pretax hedging gains, versus unrealized pretax hedging losses of $28.3 million over the first nine months of 2004. Under Generally Accepted Accounting Principles (GAAP), these hedging transactions must be marked-to-market at the end of each accounting period, but the offsetting impact to the underlying commodity exposure is not recognized until the hedged commodity is subsequently bought or sold. For the third quarter, Land O'Lakes is reporting $1.7 billion in sales and net earnings of $80.4 million, compared to $1.8 billion in sales and a net loss of $29.9 million in 2004. Third-quarter results include unrealized pretax hedging gains of approximately $0.7 million, as compared to unrealized pretax hedging losses of $19.9 million for the third quarter of 2004. Both the year-to-date and third-quarter sales declines are due primarily to weak egg markets, with average egg prices over the first three quarters down 27% from one year ago. Company officials have indicated in the past that the third quarter is historically the company's weakest, falling after the spring Agronomy and Seed season and before the strong holiday season for Dairy Foods. Historically, the fourth quarter is typically the company's strongest. Bank EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization, as defined in the company's senior credit agreement) in the third quarter was $92.1 million, versus $47.8 million in the third quarter of 2004. For the first nine months of 2005, Bank EBITDA was $187.3 million, versus $135.5 million last year. EBIDTA for 2005 was significantly affected by the sale of the company's ownership in CF Industries. Excluding the CF industries sale, year-to-date Bank EBIDTA was $131.5 million. Land O'Lakes indicated that it was increasing its full-year Bank EBITDA forecast from $240 million to $300 million, which includes the impact of the CF industries sale. Land O'Lakes reported on its progress against its key strategic initiatives in the areas of debt reduction, growth in branded businesses and portfolio management. STRATEGIC INITIATIVES Paying down debt. Total balance sheet debt, including capital leases, was $879 million at the end of the quarter, a $217 million improvement over December 31, 2004. The company voluntarily reduced term debt by $90 million in the third quarter. -more- Land O'Lakes Financials - Page 2 of 4 The company maintained strong liquidity, ending the quarter with a combination of cash-on-hand and unused borrowing authority of approximately $450 million, as compared to approximately $200 million at the end of the third quarter 2004. The company significantly improved its Long-term Debt to Capital ratio, which is at 46.3% as of September 30, 2005, versus 51.1% September 30, 2004. GROWING BRANDED BUSINESSES. Land O'Lakes innovative, branded products, like LAND O LAKES(R) Spreadable Butter with Canola Oil and LAND O LAKES(R) Light Butter with Canola Oil, continue to perform well. In addition, the company recently launched a new FlavorProtect(TM) wrapper for its flagship butter, and early indications are that the new wrapper, designed to protect butter flavor and keep refrigerator odors out, is being well received. In Ag Services, Land O'Lakes CROPLAN GENETICS brand is helping drive strong performance in Seed; the company launched RoundUp Ready(R) alfalfa (developed in collaboration with Monsanto) in June; sales for the AgriSolutions-branded crop protection product line continue to grow; the company has completed the roll-out of its new Lake Country feed brand for local cooperatives; and the strength of the company's LAND O LAKES(R) and Purina(R) feed brands is fueling growth in lifestyle feeds and helping build market momentum for branded and proprietary products like Rally(TM) dairy feed and Cow's Match(TM) Calf Growth Formula . PROACTIVE PORTFOLIO MANAGEMENT. Land O'Lakes continued efforts to intensify the focus of its business portfolio, with the third-quarter sale of its ownership in CF Industries. That sale, through a public stock offering, brought $315 million in cash to the company, representing a $102 million pretax gain. Earlier in the year, the company also completed the sale of its swine business. Year-to-date proceeds from asset rationalization efforts are $380 million. DAIRY FOODS Dairy Foods sales through September were $2.8 billion, as compared to $2.9 billion on year ago. Sales for the quarter totaled $952 million, basically flat versus the third quarter of 2004. Dairy Foods is reporting a pretax loss of $5.9 million through September, a $5.8 million improvement over the first three quarters of 2004. For the third quarter, the company reported $3.1 million in earnings in Dairy Foods, as compared to a $3.7 million pretax loss for the third quarter of 2004. From a volume perspective, year-to-date retail butter volume was up 2% versus 2004, although branded butter was down 4%. Total butter and spreads volumes was flat versus one year ago, as was total cheese volume, where a 4% increase in Deli Cheese volume was offset by a volume decline in Dairy Case cheese. FEED Feed sales through September were $1.9 billion, down slightly from $2.0 billion one year ago. Year-to-date, Feed is reporting pretax earnings of $18.9 million, versus a $21.2 million pretax loss for the first three-quarters of 2004. Feed earnings were affected by $2.7 million in unrealized pretax hedging gains, versus $15.8 million in unrealized pretax hedging losses through September of 2004. For the third quarter, Feed reported $624 million in sales and pretax earnings of $0.9 million, as compared to sales of $666 million and a pretax loss of $17.2 million one year ago. Year-to-date Feed volumes were down 6% in the livestock segment, up 3% in lifestyle feeds, up 12% in milk replacers; and up 3% in ingredients. -more- Land O'Lakes Financials-Page 3 of 4 EGGS Depressed markets had a significant impact on the company's performance in the Eggs business, which Land O'Lakes participates in through its MoArk joint venture. Average eggs prices over the first three quarters were 69-cents per dozen, as compared to 95-cents per dozen over the same period one year ago. Year-to-date, the joint venture is reporting $287 million in sales and a $27.6 million pretax loss, as compared to $430 million in sales and $27.0 million in pretax earnings through September 2004. For the third quarter, the joint venture is reporting $96 million in sales and a $5.3 million pretax loss, as compared to $111 million in sales and $9.9 million pretax loss for the third quarter of 2004. Year-to-date, volumes are up slightly in both shell eggs and processed egg products. SEED Seed is reporting $548 million in sales and $31.0 million in pretax earnings through the third quarter, as compared to $423 million in sales and $13.9 million in pretax earnings one year ago. Seed results included $0.9 million in unrealized pretax hedging losses, as compared to $6.5 million in unrealized pretax hedging losses one year ago. For the third quarter, Seed sales are $42 million, with $0.4 million in pretax earnings. In the third quarter of 2004, Seed reported $49 million in sales and a $3.3 million pretax loss. Volumes through September are up 23% in corn, 22% in soybeans and 21% in alfalfa. AGRONOMY Land O'Lakes is reporting $115.5 million in pretax earnings in Agronomy through September, generated primarily through its 50-percent ownership in the Agriliance joint venture. These earnings included a third-quarter pretax gain of $87.5 million related to the sale of the company's ownership in CF Industries, net of related expenses. For the first nine months of 2004, the company reported $29.5 million in Agronomy pretax earnings. For the quarter, Agronomy is reporting $81.0 million in pretax earnings, as compared to an $8.5 million pretax loss one year ago. Notably, Agriliance (which operates on a September 1-August 31 fiscal year) finished its most recent fiscal year with a record $77.1 million in pretax earnings, its fifth consecutive year of increased earnings. INVESTOR CALL Land O'Lakes, Inc. third quarter earnings call for investors will begin at 1:00 p.m., Eastern Time, Monday, October 24, 2005. Presentation materials related to the call will be made available on Monday morning at Land O'Lakes Web site, www.landolakesinc.com, under the heading "Our Company," then "Investor Call" and will be available through November 7, 2005. The dial-in numbers are: USA - 1-800-707-9628 International - 1-785-832-1508 Passcode: LANDOLAKES A replay of the conference call will be available through November 7, 2005, at: USA - 1-800-283-4593 International - 1-402-220-0872 The replay access ID is 7245 -more- Land O'Lakes Financials-Page 4 of 4 Land O'Lakes is a national, farmer-owned food and agricultural cooperative, with annual sales of more than $7 billion. Land O'Lakes does business in all fifty states and more than fifty countries. It is a leading marketer of a full line of dairy-based consumer, foodservice and food ingredient products across the United States; serves its international customers with a variety of food and animal feed ingredients; and provides farmers and local cooperatives with an extensive line of agricultural supplies (feed, seed, crop nutrients and crop protection products) and services. -30- CAUTIONARY STATEMENT This document contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 that are based on management's current expectations and assumptions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Specifically, management's expectations about strong fourth-quarter performance could be affected by, among other things, changes in consumer preferences, industry competition and elevated energy costs. For a further discussion of important risk factors that may materially affect management's estimates and Land O'Lakes results, please see the risk factors contained in Land O'Lakes Annual Report filed on Form 10-K for the year ended December 31, 2004 which can be found, free of charge, on the Securities and Exchange Commission web site (www.sec.gov) and the company's website (www.landolakesinc.com). -more- LAND O'LAKES, INC. CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS) SEPTEMEBER 30, DECEMBER 31, 2005 2004 ------------------------------- (UNAUDITED) ASSETS Current assets: Cash and short-term investments $ 111,173 $ 73,136 Restricted cash -- 20,338 Receivables, net 523,749 558,841 Inventories 521,989 454,015 Prepaid expenses 27,149 284,484 Other current assets 29,168 73,560 ----------- ----------- Total current assets 1,213,228 1,464,374 Investments 304,111 470,550 Property, plant and equipment, net 671,878 610,012 Property under capital lease, net 10,763 100,179 Goodwill 330,786 331,582 Other intangibles 97,652 99,016 Other assets 103,097 124,069 ----------- ----------- Total assets $ 2,731,515 $ 3,199,782 =========== =========== LIABILITIES AND EQUITIES Current liabilities: Notes and short-term obligations $ 60,013 $ 51,753 Current portion of long-term debt 8,091 10,680 Current portion of obligations under capital lease 1,861 10,378 Accounts payable 437,477 813,328 Accrued expenses 244,457 228,435 Patronage refunds and other member equities payable 58,207 22,317 ----------- ----------- Total current liabilities 810,106 1,136,891 Long-term debt 801,034 933,236 Obligations under capital lease 8,486 90,524 Employee benefits and other liabilities 184,150 174,877 Minority interests 9,637 9,350 Equities: Capital stock 2,014 2,059 Member equities 897,281 852,759 Accumulated other comprehensive loss (68,912) (73,792) Retained earnings 87,719 73,878 ----------- ----------- Total equities 918,102 854,904 ----------- ----------- Commitments and contingencies ----------- Total liabilities and equities $ 2,731,515 $ 3,199,782 =========== =========== </Table> LAND O'LAKES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ----------- Net sales $ 1,716,689 $ 1,780,170 $ 5,571,207 $ 5,778,860 Cost of sales 1,589,460 1,686,833 5,135,047 5,372,349 ----------- ----------- ----------- ----------- Gross profit 127,229 93,337 436,160 406,511 Selling, general and administrative 128,111 112,227 384,207 370,129 Restructuring and impairment (recoveries) charges -- (273) 1,024 2,217 ----------- ----------- ----------- ----------- (Loss) earnings from operations (882) (18,617) 50,929 34,165 Interest expense, net 19,288 19,495 62,350 62,547 Other expense (income), net -- 269 (1,385) (5,877) Gain on sale of investment in CF Industries (102,446) -- (102,446) -- Equity in loss (earnings) of affiliated companies 1,709 4,232 (42,070) (61,675) Minority interest in earnings of subsidiaries 142 203 959 1,323 ----------- ----------- ----------- ----------- Earnings (loss) before income taxes and discontinued operations 80,425 (42,816) 133,521 37,847 Income tax expense (benefit) 6 (14,836) 4,972 (430) ----------- ----------- ----------- ----------- Earnings (loss) from continuing operations 80,419 (27,980) 128,549 38,277 Earnings (loss) from discontinued operations, net of income taxes 19 (1,903) 2,032 (6,291) ----------- ----------- ----------- ----------- Net earnings (loss) $ 80,438 $ (29,883) $ 130,581 $ 31,986 =========== =========== =========== =========== </Table> LAND O'LAKES, INC. Consolidated Statements of Cash Flows ($ in thousands) (Unaudited) NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------- 2005 2004 -------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 130,581 $ 31,986 (Earnings) loss from discontinued operations, net of income taxes (2,032) 6,291 Adjustments to reconcile net earnings to net cash (used) provided by operating activities: Depreciation and amortization 74,539 81,353 Amortization of deferred financing costs 5,768 4,632 Bad debt expense 1,122 1,170 Proceeds from patronage revolvement received 3,428 3,686 Non-cash patronage income (958) (1,116) Deferred income tax expense (benefit) 5,183 (1,154) Decrease in other assets 8,000 1,722 Increase in other liabilities 3,025 1,439 Restructuring and impairment charges 1,024 2,217 Gain from divestiture of business - (1,636) Gain on sale of investment in CF Industries (102,446) - Equity in earnings of affiliated companies (42,070) (61,675) Minority interests 959 1,323 Other (5,849) (1,569) Changes in current assets and liabilities, net of acquisitions and divestitures: Receivables 32,963 294,182 Inventories (70,112) (27,434) Other current assets 256,076 203,173 Accounts payable (376,568) (342,368) Accrued expenses 58,560 (1,204) - ------------------------------------------------------------------------------------------------------------- NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (18,807) 195,018 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (44,465) (68,163) Acquisitions (42,892) (12,150) Payments for investments (4,893) (692) Proceeds from sale of investments 316,448 467 Net proceeds from divestiture of businesses 2,635 7,500 Proceeds from sale of property, plant and equipment 17,942 8,841 Dividends from investments in affiliated companies 5,038 35,155 Decrease (increase) in restricted cash 20,338 (146) Other 368 523 - ------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 270,519 (28,665) CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in short-term debt (203) (28,829) Proceeds from issuance of long-term debt 1,751 17,293 Principal payments on long-term debt (135,265) (144,317) Principal payments on obligations under capital lease (91,859) (7,810) Payments for debt issuance costs - (4,321) Payments for redemption of member equities (33,897) (32,886) Other (279) (119) - ------------------------------------------------------------------------------------------------------------- NET CASH USED BY FINANCING ACTIVITIES (259,752) (200,989) NET CASH PROVIDED (USED) BY DISCONTINUED OPERATIONS 46,077 (1,857) - ------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS 38,037 (36,493) CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF THE PERIOD 73,136 110,274 - ------------------------------------------------------------------------------------------------------------- CASH AND SHORT-TERM INVESTMENTS AT END OF THE PERIOD $ 111,173 $ 73,781 ============================================================================================================= LAND O'LAKES, INC. EBITDA ($ in thousands) (Unaudited) TWELVE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------ ---------------- 2005 2004 2005 - -------------------------------------------------------- -------------- -------------- ---------------- NET EARNINGS $ 130,581 $ 31,986 $ 120,029 Income taxes expense (benefit) 4,972 (430) 6,806 Minority interest in earnings of subsidiaries 959 1,323 1,284 Equity in earnings of affiliated companies (42,070) (61,675) (38,807) Interest expense, net 62,350 62,547 82,917 Cash patronage income 2,601 3,013 4,842 Joint venture cash distributions 4,361 34,694 19,452 Depreciation and amortization 74,539 81,353 100,400 Non-cash impairment charges 1,344 2,571 4,148 One-time items (excluded) included in bank EBITDA (32,790) (885) 3,021 Restructuring charges less cash paid (1,978) (1,702) 2,092 Unrealized hedging (gain) loss (8,957) 28,350 (13,795) Unrestricted entities - EBITDA (8,628) (45,606) (13,180) - -------------------------------------------------------- -------------- -------------- ---------------- BANK EBITDA (1) $ 187,284 $ 135,539 $ 279,209 ======================================================== ============== ============== ================ BANK COVENANTS LTM 9/30/05 Interest expense coverage ratio - required > 2.5 4.11 x - Leverage ratio - required < 4.5 2.14 x - Consolidated cash interest expense (2) INTEREST EXPENSE $ 82,917 Unrestricted subs interest expense (13,558) Interest earned 6,986 Change in accrued interest (88) Interest in discontinued operations 990 Interest accretion (2,489) Non-cash amortized financing costs (6,784) ---------------- TOTAL BANK CONSOLIDATED CASH INTEREST EXPENSE $ 67,974 ================ Consolidated Indebtedness (3) TOTAL INDEBTEDNESS (INCLUDES CAPITAL LEASES AND CAPITAL SECURITIES) $ 879,485 Less capital securities (190,700) Less MoArk capital lease (10,033) Less MoArk debt (71,118) Less other unrestricted subs debt (8,938) ---------------- TOTAL BANK CONSOLIDATED INDEBTEDNESS 598,696 ================ (1) As calculated as per the Senior Credit Agreements. (2) Dividends on capital securities are included in interest expense. (3) Capital securities and external debt of unrestricted subsidiaries are excluded from the bank indebtedness calculation as per the Senior Credit Agreements.