UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) February 7, 2006
LAND O'LAKES, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 333-84486 41-0365145
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4001 LEXINGTON AVENUE NORTH
ARDEN HILLS, MINNESOTA 55126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (651) 481-2222
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b)).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 7, 2006, Land O'Lakes, Inc., a Minnesota cooperative
corporation (the "Company"), issued a press release announcing annual and
quarterly results for the year ending December 31, 2005. 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 period ending
December 31, 2005. 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Land O'Lakes, Inc. press release dated February 7, 2006.
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.
Date: February 7, 2006 /s/ Daniel Knutson
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Daniel Knutson
Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
99.1 Land O'Lakes, Inc. press release dated February 7, 2006.