<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the quarterly period ended September 30, 2005.

                                       or

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the transition period from _______________ to ________________.

                        Commission file number 333-84486

                               LAND O'LAKES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                 Minnesota                                    41-0365145
--------------------------------------------------------------------------------
      (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                     Identification No.)

        4001 Lexington Avenue North
          Arden Hills, Minnesota                                55112
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                     (Zip Code)

                                 (651) 481-2222
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


          Indicate by check mark whether the registrant: (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or for such shorter
     period that the registrant was required to file such reports), and (2) has
     been subject to such filing requirements for the past 90 days. Yes [ ] No
     [X]

          Indicate by check mark whether the registrant is an accelerated filer
     (as defined in rule 12-b-2 of the Act). Yes [ ] No [X]

          Indicate by check mark whether the registrant is a shell company (as
     defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

          The number of shares of the registrant's common stock outstanding as
     of September 30, 2005: 1,040 shares of Class A common stock, 4,163 shares
     of Class B common stock, 180 shares of Class C common stock, and 1,026
     shares of Class D common stock.

          Land O'Lakes, Inc. is a cooperative. Our voting and non-voting common
     equity can only be held by our members. No public market for voting and
     non-voting common equity of Land O'Lakes, Inc. is established and it is
     unlikely, in the foreseeable future that a public market for our voting and
     non-voting common equity will develop.

          We maintain a website on the Internet through which additional
     information about Land O'Lakes, Inc. is available. Our website address is
     www.landolakesinc.com. Our annual reports on Form 10-K, quarterly reports
     on Form 10-Q, current reports on Form 8-K, press releases and earnings
     releases are available, free of charge, on our website when they are
     released publicly or filed with the SEC.


<PAGE>

                                      INDEX


<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>
PART I. FINANCIAL INFORMATION .....................................................................      3

Item 1. Financial Statements ......................................................................      3

Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004 (unaudited) ............      3

Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and
2004 (unaudited) ..................................................................................      4

Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004
(unaudited) .......................................................................................      5

Notes to Consolidated Financial Statements (unaudited) ............................................      6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .....     22

Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................     36

Item 4. Controls and Procedures ...................................................................     36

PART II. OTHER INFORMATION ........................................................................     37

Item 1. Legal Proceedings .........................................................................     37

Item 6. Exhibits ..................................................................................     37

SIGNATURES ........................................................................................     38
</Table>



                                       2
<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                               LAND O'LAKES, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                 SEPTEMBER 30,     DECEMBER 31,
                                                                     2005              2004
                                                                 ------------      ------------
                                                                        ($ IN THOUSANDS)
<S>                                                              <C>               <C>
                                     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, net ..............................................          330,786           331,582
Other intangibles, net .....................................           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>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                               LAND O'LAKES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                  FOR THE THREE MONTHS ENDED          FOR THE NINE MONTHS ENDED
                                                                        SEPTEMBER 30,                       SEPTEMBER 30,
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
                                                                                        ($ IN THOUSANDS)
<S>                                                              <C>               <C>               <C>               <C>
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, Inc. ..........        (102,446)               --          (102,446)               --
Equity in losses (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
                                                                ============      ============      ============      ============

Applied to:
   Member equities

      Allocated patronage ..................................    $     74,932      $     (6,952)     $    118,796      $     37,547
      Deferred equities ....................................             808              (910)           (1,487)           (8,888)
                                                                ------------      ------------      ------------      ------------
                                                                      75,740            (7,862)          117,309            28,659

      Retained earnings ...................................            4,698           (22,021)           13,272             3,327
                                                                ------------      ------------      ------------      ------------
                                                                $     80,438      $    (29,883)     $    130,581      $     31,986
                                                                ============      ============      ============      ============
</Table>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                               LAND O'LAKES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                               FOR THE NINE MONTHS ENDED
                                                                                                     SEPTEMBER 30,
                                                                                                 2005              2004
                                                                                             ------------      ------------
                                                                                                    ($ IN THOUSANDS)
<S>                                                                                          <C>               <C>
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 businesses .................................................               --            (1,636)
   Gain on sale of investment in CF Industries, Inc. ...................................         (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
                                                                                             ============      ============
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION Cash paid during periods for:
  Interest .............................................................................     $     51,375      $     53,799
  Income taxes .........................................................................              570            10,749
</Table>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                               LAND O'LAKES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           ($ IN THOUSANDS IN TABLES)
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The unaudited consolidated financial statements reflect, in the opinion of
the management of Land O'Lakes, Inc. (the "Company"), all normal, recurring
adjustments necessary for a fair statement of the financial position and results
of operations and cash flows for the interim periods. The statements are
condensed and therefore do not include all of the information and footnotes
required by U.S. generally accepted accounting principles for complete financial
statements. Certain reclassifications have been made to the 2004 consolidated
financial statements to conform to the 2005 presentation. For further
information, refer to the audited consolidated financial statements and
footnotes for the year ended December 31, 2004 included in our Annual Report on
Form 10-K. The results of operations and cash flows for interim periods are not
necessarily indicative of results for a full year.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
FASB Staff Position (FSP) No. 109-1, "Application of FASB Statement No. 109,
Accounting for Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of 2004." FSP No. 109-1
states that the tax deduction on qualified domestic production activities should
be accounted for as a special deduction under SFAS No. 109, "Accounting for
Income Taxes" and not be treated as a rate reduction. Accordingly, any benefit
from the deduction should be reported in the period in which the deduction is
claimed on the tax return. This FSP was effective January 1, 2005, and the
Company has included a $2.0 million tax benefit related to this deduction in its
consolidated financial statements for the nine months ended September 30, 2005.

ACCOUNTING ESTIMATES

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. MOARK, LLC CONSOLIDATION AND ASSUMED ACQUISITION OF MINORITY INTEREST

     Through June 30, 2003, the Company carried its 50% ownership interest in
MoArk, LLC ("MoArk") under the equity method with an investment balance of $56.7
million. Osborne Investments, LLC ("Osborne") owned the remaining interest in
MoArk. In 2003, the Company increased its ownership from 50% to 57.5% with an
additional investment of $7.8 million. In addition, the Company has the right to
acquire (and Osborne has the right to require the Company to acquire) the
remaining 42.5% of MoArk owned by Osborne for a $42.2 million minimum payment in
2007.

     In accordance with the provisions of Interpretation No. 46 "Consolidation
of Variable Interest Entities," effective July 1, 2003, the Company consolidated
MoArk into its financial statements. Although Osborne has a 42.5% ownership
interest in MoArk, the Company is allocated 100% of the earnings or loss from
the operations of MoArk. In addition to consolidating MoArk for accounting
purposes, the Company has presumed that it will acquire the remaining 42.5% in
2007. Effective July 1, 2003, the Company recorded this presumed $42.2 million
payment as a long-term liability in the consolidated balance sheet as employee
benefits and other liabilities at a present value of $31.6 million using an
effective interest rate of 7%. The present value of this liability is $36.9
million at September 30, 2005 and $35.0 million at December 31, 2004.

3. RESTRICTED CASH

     On March 28, 2003, Cheese & Protein International LLC ("CPI"), a
98.5%-owned consolidated subsidiary, amended its lease for property and
equipment relating to its cheese manufacturing and whey processing plant in
Tulare, CA. The amendment required Land O'Lakes to maintain a $20 million cash
account to support the lease. The cash account or letter of credit would only be
drawn upon in the event of a CPI default and would reduce amounts otherwise due
under the lease. As of July 1, 2005, this amount was released to the Company as
more fully described in Footnote 9.



                                       6
<PAGE>

4. RECEIVABLES

     A summary of receivables is as follows:

<Table>
<Caption>
                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                2005             2004
                                                            ------------     ------------
<S>                                                         <C>              <C>
Trade accounts ........................................     $     91,732     $     67,687
Notes and contracts ...................................           85,330           65,003
Notes from sale of trade receivables (see Note 5) .....          310,353          362,123
Other .................................................           51,611           79,566
                                                            ------------     ------------
                                                                 539,026          574,379
Less allowance for doubtful accounts ..................           15,277           15,538
                                                            ------------     ------------
Total receivables, net ................................     $    523,749     $    558,841
                                                            ============     ============
</Table>

     A substantial portion of Land O'Lakes receivables is concentrated in
agriculture as well as the wholesale and retail food industries. Collections of
these receivables may be dependent upon economic returns in these industries.
The Company's credit risks are continually reviewed and management believes that
adequate provisions have been made for doubtful accounts.

5. RECEIVABLES PURCHASE FACILITY

     In December 2001, the Company established a $100 million receivables
purchase facility with CoBank, ACB ("CoBank"). In March 2004, the facility was
expanded to $200 million. A wholly-owned, unconsolidated special purpose entity
("SPE") was established to purchase certain receivables from the Company. CoBank
has been granted an interest in the pool of receivables owned by the SPE. The
transfers of the receivables from the Company to the SPE are structured as
sales; accordingly, the receivables transferred to the SPE are not reflected in
the consolidated balance sheets. However, the Company retains credit risk
related to the repayment of its notes receivable with the SPE, which, in turn,
is dependent upon the credit risk of the SPE's receivables pool. Accordingly,
the Company has retained reserves for estimated losses. The Company expects no
significant gains or losses from the facility. At September 30, 2005 and
December 31, 2004, no amounts were outstanding under this facility. The total
accounts receivable sold during the three months ended September 30, 2005 and
2004 were $1,368 million and $1,401 million, respectively. The total accounts
receivable sold during the nine months ended September 30, 2005 and 2004 were
$4,501 million and $3,918 million, respectively.

6. INVENTORIES

     A summary of inventories is as follows:

<Table>
<Caption>
                                                                       SEPTEMBER 30,    DECEMBER 31,
                                                                           2005             2004
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
Raw materials ....................................................     $    149,227     $    159,842
Work in process ..................................................            2,322            9,216
Finished goods ...................................................          370,440          284,957
                                                                       ------------     ------------
Total inventories ................................................     $    521,989     $    454,015
                                                                       ============     ============
</Table>

7. INVESTMENTS

     A summary of investments is as follows:

<Table>
<Caption>
                                                                       SEPTEMBER 30,    DECEMBER 31,
                                                                           2005             2004
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
CF Industries, Inc. ..............................................     $         --     $    213,002
Agriliance LLC ...................................................          149,396          101,263
Ag Processing Inc. ...............................................           37,658           37,461
Advanced Food Products LLC .......................................           31,109           31,322
CoBank, ACB ......................................................           11,967           15,467
Agronomy Company of Canada Ltd. ..................................           13,303           10,549
Melrose Dairy Proteins, LLC ......................................            8,037            7,293
Universal Cooperatives ...........................................            7,629            7,629
Prairie Farms Dairy, Inc. ........................................            5,084            4,795
Other -- principally cooperatives and joint ventures .............           39,928           41,769
                                                                       ------------     ------------
Total investments ................................................     $    304,111     $    470,550
                                                                       ============     ============
</Table>

     In August 2005, the Company sold its entire interest in CF Industries,
Inc., a domestic manufacturer of crop nutrients. As announced on May 16, 2005,
CF Industries Holdings, Inc. (the holding company for CF Industries, Inc.) filed
a registration statement with the Securities and Exchange Commission with
respect to an initial public offering of its common stock (the "CF IPO"). On
August 16, 2005, Land O'Lakes sold all of its shares issued in connection with
the CF IPO and received cash proceeds of approximately $315 million, resulting
in a pre-tax gain of $102.5 million.



                                       7
<PAGE>

8. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

     The carrying amount of goodwill is as follows:

<Table>
<Caption>
                                                                       SEPTEMBER 30,    DECEMBER 31,
                                                                           2005             2004
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
Dairy Foods ......................................................     $     69,904     $     69,904
Feed .............................................................          117,355          113,806
Seed .............................................................           10,438           10,465
Agronomy .........................................................           53,074           57,643
Layers ...........................................................           80,015           79,764
                                                                       ------------     ------------
Total goodwill ...................................................     $    330,786     $    331,582
                                                                       ============     ============
</Table>

     The decrease in goodwill of $0.8 million mainly resulted from amortization
associated with investments in joint ventures and cooperatives which is
partially offset by the purchase of a majority interest in a feed subsidiary.

OTHER INTANGIBLE ASSETS

     A summary of other intangible assets is as follows:

<Table>
<Caption>
                                                                                     SEPTEMBER 30,    DECEMBER 31,
                                                                                         2005             2004
                                                                                     ------------     ------------
<S>                                                                                  <C>              <C>
Amortized other intangible assets:
Patents, less accumulated amortization of $4,639 and $3,773, respectively ......     $     12,093     $     12,960
Trademarks, less accumulated amortization of $1,000 and $728, respectively .....            1,177            1,845
Other intangible assets, less accumulated amortization of $11,454 and $8,875,
  respectively .................................................................            7,757            7,586
                                                                                     ------------     ------------
Total amortized other intangible assets ........................................           21,027           22,391
Total non-amortized other intangible assets -- trademarks ......................           76,625           76,625
                                                                                     ------------     ------------
Total other intangible assets ..................................................     $     97,652     $     99,016
                                                                                     ============     ============
</Table>

    Amortization expense for the three months ended September 30, 2005 and 2004
was $1.2 million and $1.4 million, respectively. Amortization expense for the
nine months ended September 30, 2005 and 2004 was $3.7 million and $3.3 million,
respectively. The estimated amortization expense related to other intangible
assets subject to amortization for the next five years will approximate $2.8
million annually. The weighted-average life of the intangible assets subject to
amortization is approximately 9 years.

9.  DEBT OBLIGATIONS

     The Company had notes and short-term obligations of $60.0 million at
September 30, 2005 and $51.8 million at December 31, 2004. The Company also has
a $200 million revolving credit facility due January 2007, subject to a
borrowing base limitation. At September 30, 2005, $144.1 million was available
under this facility after giving effect to $55.9 million of outstanding letters
of credit, which reduce availability.

    A summary of long-term debt is as follows:

<Table>
<Caption>
                                                                                             SEPTEMBER 30,    DECEMBER 31,
                                                                                                 2005             2004
                                                                                             ------------     ------------
<S>                                                                                          <C>              <C>
Term B loan -- paid in full in 2005 ....................................................     $         --     $    118,373
Senior unsecured notes -- due 2011 (8.75%) .............................................          346,234          350,000
Senior secured notes -- due 2010 (9.00%) ...............................................          175,000          175,000
MoArk, LLC debt -- due 2005 through 2023 (6.71% weighted average) ......................           61,118           73,471
Industrial development revenue bonds and other secured notes payable -- due 2005
  through 2016 (.90% to 6.00%) .........................................................           14,900           14,917
Capital Securities of Trust Subsidiary -- due 2028 (7.45%) .............................          190,700          190,700
Other debt .............................................................................           21,173           21,455
                                                                                             ------------     ------------
                                                                                                  809,125          943,916

Less current portion ...................................................................            8,091           10,680
                                                                                             ------------     ------------
Total long-term debt ...................................................................     $    801,034     $    933,236
                                                                                             ============     ============
</Table>



                                       8
<PAGE>

     On July 1, 2005, the Company voluntarily prepaid the remaining $85.9
million balance on its capital lease obligation for CPI. This prepayment
permitted the release of $20.6 million of cash which the Company had pledged to
support the lease (see Note 3). Simultaneous with the prepayment of the CPI
lease, the Company elected to designate CPI as a restricted subsidiary under the
Land O'Lakes senior bond indentures and a loan party under the Company's
revolving credit facility. As of July 1, 2005, CPI's on-balance sheet debt and
income or loss will be included in the covenant calculations for the Company's
senior debt facilities. Further, CPI will guarantee the Company's obligations
under the revolving credit facility, the 8.75% senior unsecured notes, and the
9.00% senior secured notes. CPI's assets have also been pledged to support the
revolving credit facility and the 9.00% senior secured notes.

     In February and March 2005, the Company paid off the remaining balance of
the Term B loan without penalty. In February 2005, the Company made a $50
million prepayment on the Term B loan, of which approximately $46.5 million was
mandatory based on an excess cash flow calculation for the year ended December
31, 2004, as defined in the credit agreement. The remaining $3.5 million was
optional. In March 2005, the Company made a further prepayment of the remaining
$68.4 million on the Term B loan due, partly, to cash proceeds received from the
disposal of assets related to its swine production operations.

     The Company received approximately $315 million in net proceeds related to
the sale of its entire equity interest in CF Industries, Inc. The indentures
governing the Company's 8.75% senior notes and its 9% senior secured notes
required the Company to initiate a par offer for the Notes for up to the full
amount of the Net Proceeds. The par offer expired on September 15, 2005. A total
of $3.8 million of the Company's 8.75% senior notes were tendered. None of the
9% senior secured notes were tendered.

     The weighted average interest rate on short-term borrowings and notes
outstanding at September 30, 2005 was 5.27% and at December 31, 2004 was 4.19%.
Borrowings under the revolving credit facility bear interest at a variable rate
(either LIBOR or an Alternative Base Rate) plus an applicable margin. The margin
depends on Land O'Lakes leverage ratio. Based on Land O'Lakes leverage ratio as
of September 30, 2005, the LIBOR margin for the revolving credit facility is 250
basis points. Spreads for the Alternative Base Rate are 100 basis points lower
than the applicable LIBOR spreads. LIBOR may be set for one, two, three or six
month periods at the election of the Company.

10. OTHER COMPREHENSIVE INCOME (LOSS)

     Comprehensive income and the components of other comprehensive income were
as follows:

<Table>
<Caption>
                                                                     THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                      SEPTEMBER 30,
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Net earnings (loss) .......................................     $     80,438      $    (29,883)     $    130,581      $     31,986
Change in fair value of securities ........................               57              (403)              (45)             (843)
Change in minimum pension liability, net of taxes .........             (257)            1,159             3,123             1,159
Foreign currency translation adjustment ...................              776              (350)            1,802               (82)
                                                                ------------      ------------      ------------      ------------
Total comprehensive income (loss) .........................     $     81,014      $    (29,477)     $    135,461      $     32,220
                                                                ============      ============      ============      ============
</Table>

11. PENSION AND OTHER POSTRETIREMENT PLANS

     The following tables present the components of net periodic benefit cost
for pension benefits and other postretirement benefits for the three months
ended September 30:

<Table>
<Caption>
                                                                                                                OTHER
                                                                                                           POSTRETIREMENT
                                                                       PENSION BENEFITS                        BENEFITS
                                                                ------------------------------      ------------------------------
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Service cost ..............................................     $      4,625      $      4,278      $        200      $        201
Interest cost .............................................            7,350             6,842             1,025             1,020
Expected return on assets .................................           (8,400)           (8,184)               --                --
Amortization of actuarial loss ............................            2,500             1,481               683               586
Amortization of prior service cost ........................              (50)              181                75                66
Amortization of transition obligation .....................               --                --               150               161
                                                                ------------      ------------      ------------      ------------
Net periodic benefit cost .................................     $      6,025      $      4,598      $      2,133      $      2,034
                                                                ============      ============      ============      ============
</Table>

     During the three months ended September 30, 2005, the Company contributed
$0.2 million to its defined benefit pension plans and $1.3 million to its other
postretirement benefits plans.



                                       9
<PAGE>

    The following tables present the components of net periodic benefit cost for
pension benefits and other postretirement benefits for the nine months ended
September 30:

<Table>
<Caption>
                                                                                                                OTHER
                                                                                                           POSTRETIREMENT
                                                                       PENSION BENEFITS                        BENEFITS
                                                                ------------------------------      ------------------------------
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Service cost ..............................................     $     13,875      $     12,834      $        600      $        603
Interest cost .............................................           22,050            20,526             3,075             3,060
Expected return on assets .................................          (25,200)          (24,552)               --                --
Amortization of actuarial loss ............................            7,500             4,443             2,049             1,758
Amortization of prior service cost ........................             (150)              543               225               198
Amortization of transition obligation .....................               --                --               450               483
                                                                ------------      ------------      ------------      ------------
Net periodic benefit cost .................................     $     18,075      $     13,794      $      6,399      $      6,102
                                                                ============      ============      ============      ============
</Table>

     During the nine months ended September 30, 2005, the Company contributed
$0.6 million to its defined benefit pension plans and $3.9 million to its other
postretirement benefits plans.

     The Company expects to contribute approximately $12.5 million to its
defined benefit pension plans and $5.9 million to its other postretirement
benefits plans in 2005.

12. RESTRUCTURING AND IMPAIRMENT CHARGES

     A summary of restructuring and impairment charges is as follows:

<Table>
<Caption>
                                                                      THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                       SEPTEMBER 30,
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Restructuring recoveries ..................................     $         --      $     (1,154)     $         --      $       (354)
Impairment charges ........................................               --               881             1,024             2,571
                                                                ------------      ------------      ------------      ------------
Total restructuring and impairment (recoveries) charges ...     $         --      $       (273)     $      1,024      $      2,217
                                                                ============      ============      ============      ============
</Table>

RESTRUCTURING CHARGES

     For the three months ended September 30, 2004, the Dairy Foods segment
recorded a restructuring reversal of $1.1 million related to employee severance
for the closure of a facility in Volga, South Dakota.

     For the nine months ended September 30, 2004, the Dairy Foods segment
recorded a restructuring reversal of $0.4 million related to employee severance
for the closure of a facility in Volga, South Dakota.

IMPAIRMENT CHARGES

     For the three months ended September 30, 2004, the Feed segment recorded an
impairment of $0.9 million for assets held for sale.

     For the nine months ended September 30, 2005, the Dairy Foods segment
recorded a $0.9 million charge for the write-down of fixed assets to their
estimated fair value and the Feed segment recorded a $0.1 million charge for the
write-down of fixed assets to their estimated fair value. For the nine months
ended September 30, 2004, the Seed segment recorded goodwill impairment charges
of $1.5 million and the Feed segment recorded an impairment of $1.0 million for
assets held for sale.

13. DISCONTINUED OPERATIONS

     On February 25, 2005, the Company completed the sale of its swine
production assets. The Company received approximately $42.0 million in net
proceeds from this transaction, which resulted in a gain, net of tax, of
approximately $0.1 million.



                                       10
<PAGE>

14. OTHER (INCOME) EXPENSE, NET

<Table>
<Caption>
                                                                      THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                       SEPTEMBER 30,
                                                                    2005              2004              2005              2004
                                                                ------------      ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>               <C>
Loss (gain) on legal settlements ..........................     $         --      $        250      $       (583)     $     (4,297)
(Gain) loss on sale of investments ........................               --                (9)             (802)               56
Loss (gain) on divestiture of businesses ..................               --                28                --            (1,636)
                                                                ------------      ------------      ------------      ------------
Total other expense (income), net .........................     $         --      $        269      $     (1,385)     $     (5,877)
                                                                ============      ============      ============      ============
</Table>

     During the nine-months ended September 30, 2005 and 2004 the Company
recognized gains on legal settlements of $0.6 million and $4.3 million,
respectively, of which a loss of $0.3 million was recognized for the three
months ended September 30, 2004. The gains for the nine months ended September
30, 2005 and 2004 primarily represent cash received from product suppliers
against whom the Company alleged certain price-fixing claims. The $0.3 million
loss represents a cash payment made to settle certain patent disputes.

     During the nine months ended September 30, 2004, the Company recorded a
$0.1 million loss on the sale of investments in the Feed segment and a $1.7
million gain on the divestiture of QC, Inc., an environmental, dairy and food
testing company.

15. SEGMENT INFORMATION

     The Company operates in five segments: Dairy Foods, Feed, Seed, Agronomy
and Layers.

     The Dairy Foods segment produces, markets, and sells products such as
butter, spreads, cheese, and other dairy related products. Products are sold
under well-recognized national brand names and trademarks including LAND O
LAKES, the Indian Maiden logo and Alpine Lace, as well as under regional brand
names such as New Yorker.

     The Feed segment is largely comprised of the operations of Land O'Lakes
Purina Feed LLC ("Land O'Lakes Purina Feed"), a wholly-owned subsidiary. Land
O'Lakes Purina Feed develops, produces, markets and distributes animal feeds
such as ingredient feed, formula feed, milk replacers, vitamins and additives.

     The Seed segment is a supplier and distributor of crop seed products in the
United States. A variety of crop seed is sold, including alfalfa, soybeans,
corn, forage and turf grasses.

     The Agronomy segment consists primarily of the Company's 50% ownership in
Agriliance LLC ("Agriliance"), which is accounted for under the equity method.
Agriliance markets and sells two primary product lines: crop protection
(including herbicides and pesticides) and crop nutrients (including fertilizers
and micronutrients).

     The Layers segment consists of the Company's MoArk joint venture, which was
consolidated as of July 1, 2003. MoArk produces and markets shell eggs and egg
products that are sold at retail and wholesale for consumer and industrial use
throughout the United States.

     The Company allocates corporate administrative expense to all of its
business segments, both directly and indirectly. Corporate staff functions that
are able to determine actual services provided to each segment allocate expense
on a direct and predetermined basis. All other corporate staff functions
allocate expense indirectly based on each segment's percent of total invested
capital. A majority of corporate administrative expense is allocated directly.


                                       11
<PAGE>

<Table>
<Caption>
                                                                                                             OTHER/
                                                 DAIRY FOODS    FEED      SEED     AGRONOMY     LAYERS    ELIMINATIONS  CONSOLIDATED
                                                 -----------  --------   -------   ---------   ---------  ------------  ------------
<S>                                              <C>          <C>        <C>       <C>         <C>         <C>          <C>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005:
Net sales ...................................... $  952,461   $623,810   $41,849   $      --   $  95,566   $    3,003   $1,716,689
Cost of sales(1) ...............................    903,497    558,907    32,233          --      91,925        2,898    1,589,460
Selling, general and administrative ............     37,343     57,589    10,824      18,538       3,357          460      128,111
Interest expense (income), net .................      9,854      6,526    (1,590)      1,549       3,601         (652)      19,288
Gain on sale of investment in CF Industries,
 Inc ...........................................         --         --        --    (102,446)         --           --     (102,446)
Equity in (earnings) loss of affiliated
 companies .....................................     (1,365)      (268)       --       1,401       1,939            2        1,709
Minority interest in earnings of subsidiaries ..         --        136         6          --          --           --          142
                                                 ----------   --------   -------   ---------   ---------   ----------   ----------
Earnings (loss) before income taxes and
 discontinued operations ....................... $    3,132   $    920   $   376   $  80,958   $  (5,256)  $      295   $   80,425
                                                 ==========   ========   =======   =========   =========   ==========   ==========

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004:
Net sales ...................................... $  951,380   $665,696   $48,901   $      --   $ 111,285   $    2,908   $1,780,170
Cost of sales(1) ...............................    913,598    620,056    42,100          --     108,591        2,488    1,686,833
Selling, general and administrative ............     35,555     55,055    10,494       2,959       7,881          283      112,227
Restructuring and impairment (recoveries)
 charges .......................................     (1,155)       740        --          --          --          142         (273)
Interest expense (income), net .................      7,072      7,077      (413)      2,469       3,097          193       19,495
Other expense (income), net ....................        278         (9)       --          --          --           --          269
Equity in (earnings) loss of affiliated
 companies .....................................       (215)      (221)       --       3,034       1,633            1        4,232
Minority interest in earnings of subsidiaries ..         --        203        --          --          --           --          203
                                                 ----------   --------   -------   ---------   ---------   ----------   ----------
Loss before income taxes and discontinued
  operations ................................... $   (3,753)  $(17,205)  $(3,280)  $  (8,462)  $  (9,917)  $     (199)  $  (42,816)
                                                 ==========   ========   =======   =========   =========   ==========   ==========
</Table>

<Table>
<Caption>
                                                                                                             OTHER/
                                                 DAIRY FOODS     FEED        SEED    AGRONOMY    LAYERS   ELIMINATIONS  CONSOLIDATED
                                                 -----------  ----------   --------  ---------  --------  ------------  ------------
<S>                                              <C>          <C>          <C>       <C>        <C>       <C>           <C>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005:
Net sales ...................................... $2,844,811   $1,881,366   $548,524  $      --  $287,079   $    9,427   $5,571,207
Cost of sales(1) ...............................  2,706,613    1,668,232    477,055         --   275,141        8,006    5,135,047
Selling, general and administrative ............    119,971      175,276     39,619     25,590    22,055        1,696      384,207
Restructuring and impairment charges ...........        863          104         --         --        --           57        1,024
Interest expense (income), net .................     26,726       20,305        841      5,943    10,518       (1,983)      62,350
Other income, net ..............................        (14)      (1,371)        --         --        --           --       (1,385)
Gain on sale of investment in CF Industries,
 Inc ...........................................         --           --         --   (102,446)       --           --     (102,446)
Equity in (earnings) loss of affiliated
 companies .....................................     (3,481)      (1,036)        --    (44,536)    6,976            7      (42,070)
Minority interest in earnings of subsidiaries ..         --          953          6         --        --           --          959
                                                 ----------   ----------   --------  ---------  --------   ----------   ----------
(Loss) earnings before income taxes and
 discontinued operations ....................... $   (5,867)  $   18,903   $ 31,003  $ 115,449  $(27,611)  $    1,644   $  133,521
                                                 ==========   ==========   ========  =========  ========   ==========   ==========

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004:
Net sales ...................................... $2,893,444   $2,023,164   $423,261  $      --  $429,932   $    9,059   $5,778,860
Cost of sales(1) ...............................  2,770,427    1,851,531    368,434         --   375,411        6,546    5,372,349
Selling, general and administrative ............    119,453      175,937     37,183     10,078    26,086        1,392      370,129
Restructuring and impairment (recoveries)
 charges .......................................       (355)         950      1,480         --        --          142        2,217
Interest expense, net ..........................     21,799       20,234      2,306      6,872    10,586          750       62,547
Other income, net ..............................     (1,052)      (4,377)        --         --      (448)          --       (5,877)
Equity in (earnings) loss of affiliated
 companies .....................................     (5,172)      (1,216)        --    (46,572)   (8,722)           7      (61,675)
Minority interest in earnings of subsidiaries ..         --        1,323         --         --        --           --        1,323
                                                 ----------   ----------   --------  ---------  --------   ----------   ----------
(Loss) earnings before income taxes and
 discontinued operations ....................... $  (11,656)  $  (21,218)  $ 13,858  $  29,622  $ 27,019   $      222   $   37,847
                                                 ==========   ==========   ========  =========  ========   ==========   ==========
</Table>

----------

<Table>
<Caption>
(1) Cost of sales includes unrealized                                                                       OTHER/
 hedging losses (gains) of:                      DAIRY FOODS     FEED      SEED     AGRONOMY    LAYERS   ELIMINATIONS  CONSOLIDATED
                                                 -----------   --------   -------   --------   --------  ------------  ------------
<S>                                              <C>           <C>        <C>       <C>        <C>       <C>           <C>
For the three months ended: September 30, 2005..  $   (3,601)  $  2,441   $   538   $     --   $   (82)    $     --    $    (704)
For the three months ended: September 30, 2004..       2,799     11,554     3,171         --     2,415           --       19,939
For the nine months ended: September 30, 2005...      (3,494)    (2,712)      939         --    (1,097)          --       (6,364)
For the nine months ended: September 30, 2004...          93     15,789     6,510         --     2,169           --       24,561
</Table>

 Unrealized hedging losses (gains) are also recognized in earnings (losses)
from discontinued operations, net of income taxes.

                                       12
<PAGE>

16. SUBSEQUENT EVENT

     On October 24, 2005, Land O'Lakes, Inc. commenced a "modified Dutch
auction" tender offer to purchase for cash up to $150 million aggregate
principal amount of its 8 3/4% Senior Unsecured Notes due 2011 ("Unsecured
Notes") at a price ranging from $1,040 and $1,070 per $1,000 principal amount.
The funds required for Land O'Lakes to consummate the Offer will come from
excess liquidity. The Offer will expire at 12:00 midnight, New York City time,
on Monday, November 21, 2005, unless extended or terminated earlier. As of
November 14, 2005, there was $346.2 million aggregate principal amount of
Unsecured Notes outstanding.

17. CONSOLIDATING FINANCIAL INFORMATION

     The Company has entered into financing arrangements which are guaranteed by
the Company and certain of its wholly-owned and majority-owned subsidiaries (the
"Guarantor Subsidiaries"). Such guarantees are full, unconditional and joint and
several.

     On July 1, 2005, the Company voluntarily prepaid the remaining $85.9
million balance on a capital lease held by Cheese & Protein International (CPI),
a consolidated joint venture of Land O'Lakes. Simultaneous with the lease
prepayment, the Company elected to designate CPI as a restricted subsidiary
under the Land O'Lakes senior bond indentures, and a loan party under the
Company's revolving credit facility. Consistent with such designations, CPI now
guarantees the Company's obligations arising under these facilities.
Accordingly, the CPI financial information has been combined with the
consolidated guarantors in the following supplemental financial information as
of and for the three-month period ended September 30, 2005.

     The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for Land O'Lakes, Guarantor Subsidiaries and Land O'Lakes other
subsidiaries (the "Non-Guarantor Subsidiaries"). The supplemental financial
information reflects the investments of the Company in the Guarantor and
Non-Guarantor Subsidiaries using the equity method of accounting.




                                       13
<PAGE>

                               LAND O'LAKES, INC.

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2005

<Table>
<Caption>
                                                    LAND
                                                O'LAKES, INC.                         NON-
                                                   PARENT        CONSOLIDATED      GUARANTOR
                                                   COMPANY        GUARANTORS      SUBSIDIARIES    ELIMINATIONS     CONSOLIDATED
                                                ------------     ------------     ------------    ------------     ------------
<S>                                             <C>                               <C>             <C>              <C>

                                                             ASSETS
Current assets:
  Cash and short-term investments ..........    $    107,125     $         --     $      4,048    $         --     $    111,173
  Receivables, net .........................         299,843          169,823          100,249         (46,166)         523,749
  Inventories ..............................         312,434          162,716           46,839              --          521,989
  Prepaid expenses .........................          14,693            6,394            6,062              --           27,149
  Other current assets .....................          18,564            6,764            3,840              --           29,168
                                                ------------     ------------     ------------    ------------     ------------
       Total current assets ................         752,659          345,697          161,038         (46,166)       1,213,228
Investments ................................       1,019,976           52,686            6,696        (775,247)         304,111
Property, plant and equipment, net .........         189,827          386,983           95,068              --          671,878
Property under capital lease, net ..........              --                2           10,761              --           10,763
Goodwill, net ..............................         183,403           82,818           64,565              --          330,786
Other intangibles, net .....................           4,535           90,717            2,400              --           97,652
Other assets ...............................          24,768           36,146           45,373          (3,190)         103,097
                                                ------------     ------------     ------------    ------------     ------------
       Total assets ........................    $  2,175,168     $    995,049     $    385,901    $   (824,603)    $  2,731,515
                                                ============     ============     ============    ============     ============

                                                    LIABILITIES AND EQUITIES
Current liabilities:
  Notes and short-term obligations .........    $     (2,017)    $      2,095     $    105,250    $    (45,315)    $     60,013
  Current portion of long-term debt ........           1,655              308            6,128              --            8,091
  Current portion of obligations
       under capital lease .................              --               --            1,861              --            1,861
  Accounts payable .........................         161,252          252,984           27,282          (4,041)         437,477
  Accrued expenses .........................         157,872           72,834           13,751              --          244,457
  Patronage refunds and other
     member equities payable ...............          58,207               --               --              --           58,207
                                                ------------     ------------     ------------    ------------     ------------
       Total current liabilities ...........         376,969          328,221          154,272         (49,356)         810,106
Long-term debt .............................         734,628           11,096           55,310              --          801,034
Obligations under capital lease ............              --                4            8,482              --            8,486
Employee benefits and other
   liabilities .............................         145,469           27,784           10,897              --          184,150
Minority interests .........................              --            2,959            6,678              --            9,637

Equities:
  Capital stock ............................           2,014          495,476           12,897        (508,373)           2,014
  Member equities ..........................         897,281               --               --              --          897,281
  Accumulated other
       comprehensive (loss) income .........         (68,912)            (466)              --             466          (68,912)
  Retained earnings (loss) .................          87,719          129,975          137,365        (267,340)          87,719
                                                ------------     ------------     ------------    ------------     ------------
       Total equities ......................         918,102          624,985          150,262        (775,247)         918,102
                                                ------------     ------------     ------------    ------------     ------------
Commitments and contingencies

Total liabilities and equities .............    $  2,175,168     $    995,049     $    385,901    $   (824,603)    $  2,731,515
                                                ============     ============     ============    ============     ============
</Table>



                                       14
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005


<Table>
<Caption>
                                                    LAND
                                                O'LAKES, INC.                         NON-
                                                   PARENT        CONSOLIDATED      GUARANTOR
                                                   COMPANY        GUARANTORS      SUBSIDIARIES     ELIMINATIONS     CONSOLIDATED
                                                ------------     ------------     ------------     ------------     ------------
<S>                                             <C>              <C>              <C>              <C>              <C>

Net sales ..................................    $    752,886     $    855,445     $    108,358     $         --     $  1,716,689

Cost of sales ..............................         700,396          785,751          103,313               --        1,589,460
                                                ------------     ------------     ------------     ------------     ------------
Gross profit ...............................          52,490           69,694            5,045               --          127,229

Selling, general and administrative ........          66,573           57,620            3,918               --          128,111
                                                ------------     ------------     ------------     ------------     ------------
(Loss) earnings from operations ............         (14,083)          12,074            1,127               --             (882)

Interest expense, net ......................          16,463            2,260              565               --           19,288
Gain on sale of investment in CF
    Industries, Inc. .......................        (102,446)              --               --               --         (102,446)

Equity in (earnings) loss of affiliated
    companies ..............................         (10,046)            (211)           1,939           10,027            1,709

Minority interest in earnings of
   subsidiaries ............................              --               89               53               --              142
                                                ------------     ------------     ------------     ------------     ------------
Earnings (loss) before income taxes
   and discontinued operations .............          81,946            9,936           (1,430)         (10,027)          80,425

Income tax expense (benefit) ...............           1,527                2           (1,523)              --                6
                                                ------------     ------------     ------------     ------------     ------------
Earnings (loss) from continuing
   operations ..............................          80,419            9,934               93          (10,027)          80,419

Earnings from discontinued
   operations, net of income taxes .........              19               --               --               --               19
                                                ------------     ------------     ------------     ------------     ------------
Net earnings (loss) ........................    $     80,438     $      9,934     $         93     $    (10,027)    $     80,438
                                                ============     ============     ============     ============     ============
</Table>



                                       15
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005


<Table>
<Caption>
                                                       LAND
                                                   O'LAKES, INC.                       NON-
                                                      PARENT       CONSOLIDATED     GUARANTOR
                                                     COMPANY        GUARANTORS     SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                   ------------    ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>             <C>

Net sales ......................................   $  2,716,939    $  2,316,070    $    538,198    $         --    $  5,571,207

Cost of sales ..................................      2,527,144       2,089,028         518,875              --       5,135,047
                                                   ------------    ------------    ------------    ------------    ------------
Gross profit ...................................        189,795         227,042          19,323              --         436,160

Selling, general and administrative ............        178,054         180,076          26,077              --         384,207
Restructuring and impairment charges ...........            920             104              --              --           1,024
                                                   ------------    ------------    ------------    ------------    ------------
Earnings (loss) from operations ................         10,821          46,862          (6,754)             --          50,929

Interest expense, net ..........................         56,257           1,520           4,573              --          62,350
Other income, net ..............................           (577)           (808)             --              --          (1,385)
Gain on sale of investment in CF
    Industries, Inc. ...........................       (102,446)             --              --              --        (102,446)
Equity in (earnings) loss of affiliated
   companies ...................................        (78,661)         (1,006)          6,976          30,621         (42,070)
Minority interest in earnings of subsidiaries ..             --              89             870              --             959
                                                   ------------    ------------    ------------    ------------    ------------
Earnings (loss) before income taxes
   and discontinued operations .................        136,248          47,067         (19,173)        (30,621)        133,521

Income tax expense (benefit) ...................          7,699             186          (2,913)             --           4,972
                                                   ------------    ------------    ------------    ------------    ------------
Earnings (loss) from continuing operations .....        128,549          46,881         (16,260)        (30,621)        128,549

Earnings from discontinued operations, net of
   income taxes ................................          2,032              --              --              --           2,032
                                                   ------------    ------------    ------------    ------------    ------------
Net earnings (loss) ............................   $    130,581    $     46,881    $    (16,260)   $    (30,621)   $    130,581
                                                   ============    ============    ============    ============    ============
</Table>



                                       16
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

<Table>
<Caption>
                                                           LAND
                                                       O'LAKES, INC.                       NON-
                                                          PARENT       CONSOLIDATED     GUARANTOR
                                                          COMPANY       GUARANTORS     SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Cash flows from operating activities:
Net earnings (loss) ................................   $    130,581    $     46,881    $    (16,260)   $    (30,621)   $    130,581
Earnings from discontinued operations, net of
     income taxes ..................................         (2,032)             --              --              --          (2,032)
Adjustments to reconcile net earnings (loss) to
     net cash (used) provided by operating
     activities:
   Depreciation and amortization ...................         39,771          20,645          14,123              --          74,539
   Amortization of deferred financing costs ........          4,262              --           1,506              --           5,768
   Bad debt expense ................................          1,122              --              --              --           1,122
   Proceeds from patronage revolvement received ....          3,428              --              --              --           3,428
   Non-cash patronage income .......................           (455)           (503)             --              --            (958)
   Deferred income tax expense .....................          5,183              --              --              --           5,183
   Decrease (increase) in other assets .............         10,424            (733)         (7,076)          5,385           8,000
   Increase (decrease) in other liabilities ........          4,774            (505)         (1,244)             --           3,025
   Restructuring and impairment charges ............            920             104              --              --           1,024
   Gain on sale of investment in CF Industries,
    Inc ............................................       (102,446)             --              --              --        (102,446)
   Equity in (earnings) loss of affiliated
    companies ......................................        (78,661)         (1,006)          6,976          30,621         (42,070)
   Minority interests ..............................             --              89             870              --             959
   Other ...........................................          1,792             (72)         (7,569)             --          (5,849)
Changes in current assets and liabilities, net
    of acquisitions and divestitures:
   Receivables .....................................       (210,235)         89,257           9,735         144,206          32,963
   Inventories .....................................        (66,963)         (8,145)          4,996              --         (70,112)
   Other current assets ............................        249,706           4,903           1,467              --         256,076
   Accounts payable ................................       (432,388)         79,831         (11,318)        (12,693)       (376,568)
   Accrued expenses ................................         44,348          18,931          (4,719)             --          58,560
                                                       ------------    ------------    ------------    ------------    ------------
Net cash (used) provided by operating
activities .........................................       (396,869)        249,677          (8,513)        136,898         (18,807)

Cash flows from investing activities:
 Additions to property, plant and equipment ........        (12,299)        (16,211)        (15,955)             --         (44,465)
 Acquisitions ......................................        (42,892)             --              --              --         (42,892)
 Payments for investments ..........................        (93,593)             --          (4,800)         93,500          (4,893)
 Proceeds from the sale of investments .............        315,448           1,000              --              --         316,448
 Proceeds from divestiture of businesses ...........             --              --           2,635              --           2,635
 Proceeds from sale of property, plant and
   equipment .......................................          2,646           2,746          12,550              --          17,942
 Dividends from investments in affiliated
   companies .......................................          3,885             475             678              --           5,038
 Decrease in restricted cash .......................         20,338              --              --              --          20,338
  Other ............................................          1,067              --            (699)             --             368
                                                       ------------    ------------    ------------    ------------    ------------
Net cash provided (used) by investing activities ...        194,600         (11,990)         (5,591)         93,500         270,519

Cash flows from financing activities:
 Increase (decrease) in short-term debt ............        126,204           1,105           9,386        (136,898)           (203)
 Proceeds from issuance of long-term debt ..........          1,751              --              --              --           1,751
 Principal payments on long-term debt ..............        (85,621)        (38,319)        (11,325)             --        (135,265)
 Principal payments on obligations under
  capital lease ....................................             --              --         (91,859)             --         (91,859)
 Distribution to members ...........................        183,830        (183,830)             --              --              --
 Payments for redemption of member equities ........        (33,897)             --              --              --         (33,897)
 Other .............................................          5,921              --          87,300         (93,500)           (279)
                                                       ------------    ------------    ------------    ------------    ------------
Net cash provided (used) by financing activities ...        198,188        (221,044)         (6,498)       (230,398)       (259,752)
Net cash provided by discontinued operations .......         46,077              --              --              --          46,077
                                                       ------------    ------------    ------------    ------------    ------------
Net increase (decrease) in cash and short-term
   investments .....................................         41,996          16,643         (20,602)             --          38,037
Cash and short-term investments at beginning of
  period ...........................................         65,129         (16,643)         24,650              --          73,136
                                                       ------------    ------------    ------------    ------------    ------------
Cash and short-term investments at end of period ...   $    107,125    $         --    $      4,048    $         --    $    111,173
                                                       ============    ============    ============    ============    ============
</Table>


                                       17
<PAGE>

                               LAND O'LAKES, INC.

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2004

<Table>
<Caption>
                                                           LAND
                                                       O'LAKES, INC.                       NON-
                                                          PARENT       CONSOLIDATED     GUARANTOR
                                                         COMPANY        GUARANTORS     SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
                                                       ------------    ------------    ------------   ------------    ------------
<S>                                                    <C>             <C>             <C>            <C>             <C>
                                                              ASSETS
Current assets:
  Cash and short-term investments ..................   $     65,129    $    (16,643)   $     24,650   $         --    $     73,136
  Restricted cash ..................................         20,338              --              --             --          20,338
  Receivables, net .................................        380,149         259,080         109,984       (190,372)        558,841
  Inventories ......................................        247,609         154,571          51,835             --         454,015
  Prepaid expenses .................................        270,717           6,835           6,932             --         284,484
  Other current assets .............................         57,897          11,226           4,437             --          73,560
                                                       ------------    ------------    ------------   ------------    ------------
   Total current assets ............................      1,041,839         415,069         197,838       (190,372)      1,464,374
Investments ........................................      1,283,735          17,254           9,651       (840,090)        470,550
Property, plant and equipment, net .................        213,786         235,286         160,940             --         610,012
Property under capital lease, net ..................             15              --         100,164             --         100,179
Goodwill, net ......................................        184,323          83,098          64,161             --         331,582
Other intangibles, net .............................          2,484          93,373           3,159             --          99,016
Other assets .......................................         46,607          33,943          52,094         (8,575)        124,069
                                                       ------------    ------------    ------------   ------------    ------------
   Total assets ....................................   $  2,772,789    $    878,023    $    588,007   $ (1,039,037)   $  3,199,782
                                                       ============    ============    ============   ============    ============

                                                     LIABILITIES AND EQUITIES
Current liabilities:
  Notes and short-term obligations .................   $     90,944    $        990    $     94,827   $   (135,008)   $     51,753
  Current portion of long-term debt ................          3,457          38,263           7,165        (38,205)         10,680
  Current portion of obligations under capital
    lease ..........................................             --              --          10,378             --          10,378
  Accounts payable .................................        654,660         131,798          43,604        (16,734)        813,328
  Accrued expenses .................................        156,062          53,903          18,470             --         228,435
  Patronage refunds and other member equities
    payable ........................................         22,245              72              --             --          22,317
                                                       ------------    ------------    ------------   ------------    ------------
   Total current liabilities .......................        927,368         225,026         174,444       (189,947)      1,136,891
Long-term debt .....................................        856,070           9,474          76,692         (9,000)        933,236
Obligations under capital lease ....................             --              --          90,524             --          90,524
Employee benefits and other liabilities ............        134,447          28,289          12,141             --         174,877
Minority interests .................................             --           3,192           6,158             --           9,350
Equities:
  Capital stock ....................................          2,059         463,941         134,536       (598,477)          2,059
  Member equities ..................................        852,759              --              --             --         852,759
  Accumulated other comprehensive loss .............        (73,792)           (500)             --            500         (73,792)
  Retained earnings ................................         73,878         148,601          93,512       (242,113)         73,878
                                                       ------------    ------------    ------------   ------------    ------------
   Total equities ..................................        854,904         612,042         228,048       (840,090)        854,904
                                                       ------------    ------------    ------------   ------------    ------------
Commitments and contingencies
   Total liabilities and equities ..................   $  2,772,789    $    878,023    $    588,007   $ (1,039,037)   $  3,199,782
                                                       ============    ============    ============   ============    ============
</Table>


                                       18
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004

<Table>
<Caption>
                                                           LAND
                                                       O'LAKES, INC.                      NON-
                                                         PARENT        CONSOLIDATED     GUARANTOR
                                                         COMPANY        GUARANTORS     SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>

Net sales ...........................................  $    833,509    $    754,264    $    192,397    $         --    $  1,780,170
Cost of sales .......................................       789,025         707,578         190,230              --       1,686,833
                                                       ------------    ------------    ------------    ------------    ------------
Gross profit ........................................        44,484          46,686           2,167              --          93,337

Selling, general and administrative .................        47,992          54,698           9,537              --         112,227
Restructuring and impairment (recoveries)
   charges ..........................................        (2,493)          2,220              --              --            (273)
                                                       ------------    ------------    ------------    ------------    ------------
Loss from operations ................................        (1,015)        (10,232)         (7,370)             --         (18,617)

Interest expense, net ...............................        16,959             863           1,673              --          19,495

Other expense (income), net .........................           896            (627)             --              --             269

Equity in loss (earnings) of affiliated companies ...        23,926            (250)          1,632         (21,076)          4,232

Minority interest in (loss) earnings of
   subsidiaries .....................................            (1)            (16)            220              --             203
                                                       ------------    ------------    ------------    ------------    ------------
(Loss) earnings before income taxes
   and discontinued operations ......................       (42,795)        (10,202)        (10,895)         21,076         (42,816)

Income tax (benefit) expense ........................       (14,815)             93            (114)             --         (14,836)
                                                       ------------    ------------    ------------    ------------    ------------
(Loss) earnings from continuing  operations .........       (27,980)        (10,295)        (10,781)         21,076         (27,980)

Loss from discontinued operations, net of income
  taxes .............................................        (1,903)             --              --              --          (1,903)
                                                       ------------    ------------    ------------    ------------    ------------
Net (loss) earnings .................................  $    (29,883)   $    (10,295)   $    (10,781)   $     21,076    $    (29,883)
                                                       ============    ============    ============    ============    ============
</Table>



                                       19
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
<Table>
<Caption>
                                                         LAND
                                                     O'LAKES, INC.                       NON-
                                                        PARENT       CONSOLIDATED     GUARANTOR
                                                       COMPANY        GUARANTORS     SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>             <C>

Net sales ........................................   $  2,895,123    $  2,207,627    $    676,110    $         --    $  5,778,860
Cost of sales ....................................      2,725,674       2,026,474         620,201              --       5,372,349
                                                     ------------    ------------    ------------    ------------    ------------
Gross profit .....................................        169,449         181,153          55,909              --         406,511

Selling, general and administrative ..............        158,898         180,005          31,226              --         370,129
Restructuring and impairment (recoveries)
  charges ........................................           (213)          2,430              --              --           2,217
                                                     ------------    ------------    ------------    ------------    ------------
Earnings (loss) from operations ..................         10,764          (1,282)         24,683              --          34,165

Interest expense, net ............................         56,004             932           5,611              --          62,547
Other income, net ................................         (4,579)           (850)           (448)             --          (5,877)
Equity in (earnings) loss of affiliated
  companies ......................................        (72,939)         (1,106)         (8,722)         21,092         (61,675)
Minority interest in earnings (loss) of
  subsidiaries ...................................            459             (16)            880              --           1,323
                                                     ------------    ------------    ------------    ------------    ------------
Earnings (loss) before income taxes and
  discontinued operations ........................         31,819            (242)         27,362         (21,092)         37,847
Income tax (benefit) expense .....................         (6,458)            208           5,820              --            (430)
                                                     ------------    ------------    ------------    ------------    ------------

Earnings (loss) from continuing operations .......         38,277            (450)         21,542         (21,092)         38,277
Loss from discontinued operations, net of
  income taxes ...................................         (6,291)             --              --              --          (6,291)
                                                     ------------    ------------    ------------    ------------    ------------
Net earnings (loss) ..............................   $     31,986    $       (450)   $     21,542    $    (21,092)   $     31,986
                                                     ============    ============    ============    ============    ============
</Table>



                                       20
<PAGE>

                               LAND O'LAKES, INC.

               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
<Table>
<Caption>
                                                           LAND
                                                       O'LAKES, INC.                       NON-
                                                          PARENT       CONSOLIDATED     GUARANTOR
                                                          COMPANY       GUARANTORS     SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Cash flows from operating activities:
Net earnings (loss) ................................   $     31,986    $       (450)   $     21,542    $    (21,092)   $     31,986
Loss from discontinued operations, net of income
   tax benefit .....................................          6,291              --              --              --           6,291
Adjustments to reconcile net earnings (loss) to
   net cash provided by operating activities:
   Depreciation and amortization ...................         36,875          27,097          17,381              --          81,353
   Amortization of deferred financing costs ........          4,172              --             460              --           4,632
   Bad debt expense ................................          1,170              --              --              --           1,170
   Proceeds from patronage revolvement received ....          3,686              --              --              --           3,686
   Non-cash patronage income .......................         (1,116)             --              --              --          (1,116)
   Deferred income tax benefit .....................         (1,154)             --              --              --          (1,154)
   (Increase) decrease in other assets .............         (5,859)          6,121           1,173             287           1,722
   Increase (decrease) in other liabilities ........         11,579          (6,154)         (4,618)            632           1,439
   Restructuring and impairment (recoveries)
     charges .......................................           (213)          2,430              --              --           2,217
   Gain from divestiture of business ...............         (1,636)             --              --              --          (1,636)
   Equity in (earnings) loss of affiliated
     companies .....................................        (72,939)         (1,106)         (8,722)         21,092         (61,675)
   Minority interests ..............................            459             (16)            880              --           1,323
   Other ...........................................         (1,569)             --              --              --          (1,569)
Changes in current assets and liabilities, net
   of acquisitions and divestitures:
   Receivables .....................................        226,927          16,183          15,397          35,675         294,182
   Inventories .....................................        (61,455)         30,790           3,231              --         (27,434)
   Other current assets ............................        207,778          (6,271)          1,666              --         203,173
   Accounts payable ................................       (313,512)        (33,653)         (3,940)          8,737        (342,368)
   Accrued expenses ................................         16,421         (19,234)          1,609              --          (1,204)
                                                       ------------    ------------    ------------    ------------    ------------
Net cash provided by operating activities ..........         87,891          15,737          46,059          45,331         195,018

Cash flows from investing activities:
   Additions to property, plant and equipment ......        (20,397)        (14,034)        (33,732)             --         (68,163)
   Acquisition of minority interest ................        (12,150)             --              --              --         (12,150)
   Payments for investments ........................        (39,192)             --              --          38,500            (692)
   Net proceeds from divestiture of businesses .....          7,500              --              --              --           7,500
   Proceeds from sale of investments ...............            193             274              --              --             467
   Proceeds from sale of property, plant and
     equipment .....................................          6,860           1,445             536              --           8,841
   Dividends from investments in affiliated
     companies .....................................         33,933             760          11,062         (10,600)         35,155
   Increase in restricted cash .....................           (146)             --              --              --            (146)
   Other ...........................................            523              --              --              --             523
                                                       ------------    ------------    ------------    ------------    ------------
   Net cash (used) provided by investing
     activities ....................................        (22,876)        (11,555)        (22,134)         27,900         (28,665)

Cash flows from financing activities:
   Increase (decrease) in short-term debt ..........         52,913         (16,319)        (20,092)        (45,331)        (28,829)
   Proceeds from issuance of long-term debt ........            348              14          16,931              --          17,293
   Principal payments on long-term debt ............       (127,064)           (117)        (17,136)             --        (144,317)
   Principal payments on obligations under
     capital lease .................................             --              --          (7,810)             --          (7,810)
   Payments for debt issuance costs ................         (4,321)             --              --              --          (4,321)
   Payments for redemption of member equities ......        (32,886)             --              --              --         (32,886)
   Other ...........................................           (119)             --          27,900         (27,900)           (119)
                                                       ------------    ------------    ------------    ------------    ------------
Net cash used by financing activities ..............       (111,129)        (16,422)           (207)        (73,231)       (200,989)

Net cash used by discontinued operations ...........         (1,857)             --              --              --          (1,857)
                                                       ------------    ------------    ------------    ------------    ------------
Net (decrease) increase in cash and short-term
  investments ......................................        (47,971)        (12,240)         23,718              --         (36,493)
Cash and short-term investments at beginning of
  period ...........................................         99,753           4,207           6,314              --         110,274
                                                       ------------    ------------    ------------    ------------    ------------
Cash and short-term investments at end of period ...   $     51,782    $     (8,033)   $     30,032    $         --    $     73,781
                                                       ============    ============    ============    ============    ============
</Table>



                                       21
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     You should read the following discussions of financial condition and
results of operations together with the financial statements and the notes to
such statements included elsewhere in this Form 10-Q.

OVERVIEW

GENERAL

     We operate our business predominantly in the United States in five
segments: dairy foods, feed, seed, agronomy and layers. For the three months
ended September 30, 2005, we reported net sales of $1.7 billion and net earnings
of $80.4 million compared to net sales of $1.8 billion and net losses of $29.9
million for the three months ended September 30, 2004. For the nine months ended
September 30, 2005, we reported net sales of $5.6 billion and net earnings of
$130.6 million compared to net sales of $5.8 billion and net earnings of $32.0
million for the nine months ended September 30, 2004. The primary reason for the
increase in net earnings in both the three months and nine months ended
September 30, 2005 compared to the prior year was the impact of a net $82.6
million gain relating to the sale of our 38% ownership in CF Industries, Inc.
("CF Industries"). This net gain includes a pre-tax gain on the sale of CF
Industries of $102.5 million, partially offset by expenses related to the sale
and income tax expense. In addition, improved margin performance in the feed
segment and a reduction in after-tax unrealized hedging losses from 2004 of
$12.6 million also increased net earnings for the three months ended September
30, 2005 compared to the three months ended September 30, 2004. For the nine
months ended September 30, 2005 compared to the nine months ended September 30,
2004, in addition to the impact of the gain on the sale of our ownership in CF
Industries, net earnings increased due to improved margin performance in the
feed and seed segments and a $22.7 million after-tax improvement in unrealized
hedging gains, partially offset by a steep decline in egg market prices,
resulting in a net earnings decline in our layers segment.

     In April 2004 and June 2004, we announced our intention to reposition our
layers and swine segments, respectively, for strategic growth. In February 2005,
we sold our swine production assets to Maschhoff West LLC for net proceeds of
$42.0 million, which resulted in a gain, net of tax, of approximately $0.1
million. We are continuing to evaluate various repositioning alternatives for
our layers segment.

     In August 2005, we sold our entire interest in CF Industries, a domestic
manufacturer of crop nutrients. As announced on May 16, 2005, CF Industries
Holdings, Inc. (the holding company for CF Industries) filed a registration
statement with the Securities and Exchange Commission with respect to an initial
public offering of its common stock (the "CF IPO"). On August 16, 2005, we sold
all of the shares issued to us in connection with the CF IPO and received cash
proceeds of approximately $315 million, resulting in a pre-tax gain of $102.5
million, before related expenses.

     On August 3, 2005, the Board of Directors of Land O'Lakes, Inc. (the
"Company") announced that, effective as of October 1, 2005, Chris Policinski
will serve as the Company's president and chief executive officer, succeeding
John Gherty who announced his retirement earlier this year after serving as the
Company's president and chief executive officer for the past 16 years. Since
joining the Company in 1997, Mr. Policinski, 47, has served in various
leadership positions and most recently served as the Executive Vice President
and Chief Operating Officer of the Company's Dairy Foods business, a position he
held since 2002. On August 25, 2005 the Company announced new responsibilities
for three senior executives as part of a structured transition process leading
to the transfer of leadership to Chris Policinski. Steve Dunphy was promoted to
Executive Vice President and Chief Operating Officer of Dairy Foods Value-Added
business, Alan Pierson was promoted to Executive Vice President and Chief
Operating Officer of Dairy Foods Industrial business, and Barry Wolfish was
promoted to Vice President of Strategy and Business Development.

     On October 24, 2005, the Company announced that it had commenced a modified
Dutch auction tender offer to purchase for cash up to $150 million aggregate
principal amount of its 8.75% senior unsecured notes due 2011. The funds
required to consummate the offer will come from excess liquidity. This offer
will expire at 12:00 midnight, New York City time, on Monday, November 21, 2005,
unless extended or terminated earlier.

UNCONSOLIDATED BUSINESSES

     We have investments in certain entities that are not consolidated in our
financial statements. Equity in losses from our unconsolidated businesses was
$1.7 million for the three months ended September 30, 2005 compared to equity in
losses of $4.2 million for the three months ended September 30, 2004. Equity in
earnings from our unconsolidated businesses was $42.1 million for the nine
months ended September 30, 2005 compared to equity in earnings of $61.7 million
for the nine months ended September 30, 2004. Our investment in unconsolidated
businesses totaled $304.1 million at September 30, 2005 and $470.6 million at
December 31, 2004. Cash flow from our equity investments of affiliated companies
for the nine months ended September 30, 2005 was $5.0 million compared to $35.2
million for the nine months ended September 30, 2004. The deferral of this
year's dividend from Agriliance to the fourth quarter lowered cash flow from our
equity investments by $20 million for the three months ended September 30, 2005
compared to the three months ended September 30, 2004.



                                       22
<PAGE>

     Agriliance LLC, which is reflected in our agronomy segment, constitutes the
most significant of our investments in unconsolidated businesses. Agriliance is
a distributor of agricultural inputs and is owned equally by Land O'Lakes and
CHS Inc. Our ownership in Agriliance is accounted for under the equity method.
Agriliance's pretax earnings pass directly to the joint venture owners under the
LLC organization. Our investment in Agriliance was $149.4 million at September
30, 2005 and $101.3 million at December 31, 2004. Our earnings from Agriliance
are as follows for the nine months ended:

<Table>
<Caption>
                                                             SEPTEMBER 30,
                                                     -----------------------------
                                                         2005             2004
                                                     ------------     ------------
                                                             (IN MILLIONS)
<S>                                                  <C>              <C>
         AGRILIANCE:
           Equity in earnings ...................        $   43.1         $   44.3
</Table>

     For the three months ended September 30, 2005, Agriliance reported a loss
of $6.6 million, $4.1 million less than the reported loss of $10.7 million for
the three months ended September 30, 2004. Crop protection products earnings
increased $22.5 million for the three months ended September 30, 2005 compared
to the prior year primarily due to product mix and program timing. Quarterly
volumes in crop nutrients increased 0.5% from last year and earnings decreased
$4.2 million primarily due to lower margins and higher interest costs. Earnings
from Agro Distribution, Agriliance's Southern retail business, were $15.0
million lower than last year due primarily to the timing of distributor program
rebate accruals.

     For the nine months ended September 30, 2005, Agriliance reported earnings
of $86.2 million, $2.5 million less than earnings of $88.7 million for the nine
months ended September 30, 2004. Year-to-date sales of crop protection products
decreased 7% compared to prior year sales due to continued devaluation related
to products losing patent protection while earnings increased $8.5 million due
to product mix and timing of sales programs. Year-to-date volumes in crop
nutrients increased 4% from last year while earnings decreased $2.7 million.
Margins for crop nutrients were higher yet increased interest and startup costs
for the Galveston, TX crop nutrient terminal more than offset them. Agro
Distribution's earnings were $7.6 million lower than last year due to increased
interest and bad debt costs.

     We received no cash distributions from Agriliance during the nine months
ended September 30, 2005 and received $20 million in cash distributions during
the nine months ended September 30, 2004. We expect to receive $29 million in
cash distributions from Agriliance in the three months ended December 31, 2005
compared to $12 million in the three months ended December 31, 2004.

SEASONALITY

     Certain segments of our business are subject to seasonal fluctuations in
demand. In our dairy foods segment, butter sales typically increase in the fall
and winter months due to increased demand during holiday periods. Feed sales
tend to increase in the first and fourth quarter of each year because cattle are
less able to graze during cooler months. Most seed sales occur in the first and
fourth quarters of each year. Agronomy product sales tend to be much higher in
the first and second quarters of each year, as farmers buy crop nutrient and
crop protection products to meet their seasonal needs.

DAIRY AND AGRICULTURAL COMMODITY INPUTS AND OUTPUTS

     Many of our products, particularly in our dairy foods, feed and layers
segments, use dairy or agricultural commodities as inputs or constitute dairy or
agricultural commodity outputs. Consequently, our results are affected by the
cost of commodity inputs and the market price of commodity outputs. Government
regulation of the dairy industry and industry practices in animal feed tend to
stabilize margins in those segments but do not protect against large movements
in either input costs or output prices.

     Dairy Foods. Raw milk is the major commodity input for our dairy foods
segment. Our dairy foods outputs, namely butter, cheese and nonfat dry milk, are
also commodities. The minimum price of raw milk and cream is set monthly by
Federal regulators based on regional prices of dairy foods products
manufactured. These prices provide the basis for our raw milk and cream input
costs. As a result, those dairy foods products for which the sales price is
fixed shortly after production, such as most bulk cheese, are not usually
subject to significant commodity price risk as the price received for the output
usually varies with the cost of the significant inputs. For the nine months
ended September 30, 2005, bulk cheese, which is generally priced the date of
make, represented approximately 12% of the dairy foods segment's net sales.

     We maintain significant inventories of butter and cheese for sale to our
retail and foodservice customers, which are subject to commodity price risk.
Because production of raw milk and demand for butter varies seasonally, we
inventory significant amounts of butter. Demand for butter typically is highest
during the fall and winter, when milk supply is lowest. As a result, we produce
and store excess quantities of butter during the spring when milk supply is
highest. In addition, we maintain some inventories of cheese for aging. For the
nine months ended September 30, 2005, branded, private label, deli and
foodservice net sales of butter and cheese products represented approximately
33% of the dairy foods net sales.



                                       23
<PAGE>

     Market prices for commodities such as butter and cheese can have a
significant impact on both the cost of products produced and the price for which
products are sold. The per-pound market price of butter averaged $1.67 for the
three months ended September 30, 2005, compared to $1.69 for the three months
ended September 30, 2004. The per-pound market price of butter averaged $1.57
for the nine months ended September 30, 2005, compared to $1.83 for the nine
months ended September 30, 2004. The per-pound market price for butter on
December 31, 2004 was $1.54. In the past three years, the lowest average monthly
market price for butter was $1.02 in October 2002 and the highest average
monthly market price was $2.21 in April 2004. The per-pound market price for
block cheese averaged $1.49 for the three months ended September 30, 2005,
compared to $1.52 for the three months ended September 30, 2004. The per-pound
market price for block cheese averaged $1.52 for the nine months ended September
30, 2005, compared to $1.67 for the nine months ended September 30, 2004. In the
past three years, the lowest monthly market price for block cheese was $1.07 in
March 2003 and the highest monthly market price was $2.14 in April 2004. The
per-pound market price for block cheese on December 31, 2004 was $1.49.

     We maintain a sizable dairy manufacturing presence in the Upper Midwest.
Milk production in the region is stable to slightly up for the nine months ended
September 30, 2005 versus 2004 due to lower feed prices coupled with higher milk
prices. There continues to be sufficient milk to meet manufacturing
requirements. We continue to explore additional initiatives to improve our Upper
Midwest dairy infrastructure in an effort to increase efficiencies and reduce
costs.

     As of September 30, 2004, we completed the phase two expansion of our
Tulare, California mozzarella cheese manufacturing facility, Cheese & Protein
International LLC ("CPI"), which doubled the plant capacity to approximately 6
million pounds of milk per day. Due to this increased capacity, the margins in
our mozzarella and whey products increased $6.5 million for the nine months
ended September 30, 2005 compared to the same period for 2004.

     Feed. The feed segment follows industry standards for feed pricing. The
feed industry generally prices products based on income over ingredient cost per
ton of feed. This practice tends to mitigate the impact of volatility in
commodity ingredient markets on our animal feed profits. As ingredient costs
fluctuate, the changes are generally passed on to customers through weekly or
monthly changes in prices. Accordingly, net sales are less of an indicator of
performance since large fluctuations can occur from period-to-period due to
volatility in the underlying commodity ingredient prices.

     We enter into forward contracts to supply feed, which currently represent
approximately 35% of our feed output. When we enter into these contracts, we
also generally enter into forward input supply contracts to lock in our
operating margins.

     Changes in commodity grain prices have an impact on the mix of products we
sell. When grain prices are relatively high, the demand for complete feed rises
since many livestock producers are also grain growers and will sell their grain
in the market and purchase complete feed as needed. When grain prices are
relatively low, these producers will feed their grain to their livestock and
purchase premixes and supplements to provide complete nutrition to their
animals. These fluctuations in product mix generally have minimal effects on our
operating results. Complete feed has a far lower margin per ton than supplements
and premixes. Thus, during periods of relatively high grain prices, although our
margins per ton are lower, we sell substantially more tonnage because the grain
portion of complete feed makes up the majority of its weight.

     As dairy production has shifted from the Upper Midwest to the Western
United States, we have seen a change in our feed product mix, with lower sales
of complete feed and increased sales of lower inclusion supplemental feeds and
simple blends. Complete feed is manufactured feed which meets the complete
nutritional requirements of animals, whereas a simple blend is a blending of
unprocessed commodities to which the producer then adds vitamins to supply the
animal's nutritional needs; a supplemental feed is between these two. Simple
blends tend to have lower margins than supplemental feeds, and both have lower
margins than complete feeds. This change in product mix is a result of
differences in industry practices. Dairy producers in the Western United States
tend to purchase feed components and mix them at the farm location rather than
purchasing a complete feed product delivered to the farm. Producers purchase
grain blends and concentrated premixes from separate suppliers. This shift is
reflected in increased sales of simple blends in our western feed region. In
addition, the increase in vertical integration of swine and poultry producers
has shifted our feed product mix to lower-margin feed products.

     We have seen continued erosion of commodity feed volumes, mainly related to
producer integration in the swine and poultry sectors as well as conscious
efforts made by management to exit some of this low-income business and place
increased focus on value-added business. We expect continued pressure on volumes
in dairy, poultry and swine feed to continue as further integration occurs in
the swine and dairy industries.

     Layers. MoArk produces and markets shell eggs and liquid egg products.
MoArk's sales and earnings fluctuate depending on egg market prices. For the
nine months ended September 30, 2005, egg prices averaged $0.69 per dozen, as
measured by the Urner Barry (South Central) market, compared to egg prices of
$0.95 per dozen for the nine months ended September 30, 2004. We believe that
egg market prices will marginally improve in the fourth quarter due to an
increase in demand due to the holidays, but continue to be weak due to excess
capacity in the industry.


                                       24
<PAGE>

DERIVATIVE COMMODITY INSTRUMENTS

     We use derivative commodity instruments, primarily futures contracts, to
reduce our exposure to changes in commodity prices. These contracts are not
designated as hedges under Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The futures
contracts are marked-to-market each month and these unrealized gains or losses
("unrealized hedging gains and losses") are recognized in our earnings and are
fully taxed and applied to retained earnings on our balance sheet. We recorded
pretax unrealized hedging gains of $0.7 million and pretax unrealized hedging
losses of $19.8 million for the three months ended September 30, 2005 and
September 30, 2004, respectively. For the nine months ended September 30, 2005,
we recorded pretax unrealized hedging gains of $8.6 million and for the nine
months ended September 30, 2004, we recorded pretax unrealized hedging losses of
$28.3 million.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2004

Overview of Results

     Our net earnings were $80.4 million for the three months ended September
30, 2005 compared to net losses of $29.9 million for the three months ended
September 30, 2004. The primary reason for the increase was the net earnings
impact of a net $82.6 million gain related to the sale of our 38% ownership in
CF Industries, net of related expenses. In addition, net earnings increased
$12.6 million due to a decrease in after-tax unrealized hedging losses and $6.7
million due to improved margin performance in the feed segment (excluding
unrealized hedging) compared to the same period in 2004.

Net Sales

     Net sales for the three months ended September 30, 2005 decreased $63.5
million, or 3.6%, to $1,716.7 million compared to the same period in 2004.
Decreases in feed, layers and seed sales of $64.7 million compared to the three
months ended September 30, 2004 were offset slightly by an increase in dairy
foods sales of $1.1 million. A discussion of net sales by business segment is
found below under the caption "Net Sales and Gross Profit by Business Segment."

Gross Profit

     Gross profit for the three months ended September 30, 2005 increased $33.9
million, or 36.3%, to $127.2 million compared to $93.3 million for the three
months ended September 30, 2004. The primary reasons for the increase were a
decrease in unrealized hedging losses of $20.6 million from 2004 and improved
margin performance in the feed and dairy foods segments (excluding unrealized
hedging) that increased gross profit by $10.1 million and $4.8 million,
respectively. The increase was partially offset by a $1.6 million decline in the
layers segment gross profit (excluding unrealized hedging) due to a drop in egg
market prices. Gross profit as a percent of net sales increased 2.2 percentage
points to 7.4% for the three months ended September 30, 2005 compared to 5.2%
for the same period in 2004. The primary reason for the increase was the
decrease in unrealized hedging losses for the three months ended September 30,
2005 versus the same period for 2004. A discussion of gross profit by business
segment is found below under the caption "Net Sales and Gross Profit by Business
Segment."

Selling, General and Administrative Expense

     Selling, general and administrative expense for the three months ended
September 30, 2005 increased $15.9 million to $128.1 million compared to $112.2
million for the three months ended September 30, 2004. The increase was
primarily due to $15.4 million of costs related to the sale of our investment in
CF Industries. Partially offsetting the increase was a $7.0 million gain on the
sale of land in the layers segment. Selling, general and administrative expense
as a percent of net sales increased 1.2 percentage points to 7.5% for the three
months ended September 30, 2005 from 6.3% for the three months ended September
30, 2004.

Restructuring and Impairment Charges (Recoveries)

     For the three months ended September 30, 2005, we had no restructuring and
impairment charges compared to restructuring and impairment recoveries of $0.3
million for the same period in 2004. For the three months ended September 30,
2004, a reversal of restructuring charges of $1.2 million related to the closure
of our Volga, SD cheese facility was recorded. Partially offsetting the reversal
were impairments of assets held for sale in the feed segment of $0.7 million.



                                       25
<PAGE>


Equity in Loss (Earnings) of Affiliated Companies

     For the three months ended September 30, 2005, equity in losses of
affiliated companies was $1.7 million compared to $4.2 million for the three
months ended September 30, 2004, resulting in a $2.5 million increase in
earnings. Equity in losses from joint venture investments held by MoArk was $1.9
million for the three months ended September 30, 2005, versus $1.6 million of
equity in losses for 2004, which resulted in a $0.3 million decrease in
earnings. Equity in losses from Agriliance was $3.3 million for the three months
ended September 30, 2005, versus $5.3 million of equity in losses for 2004,
which resulted in a $2.0 million increase in earnings. A discussion of net
earnings for Agriliance can be found under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview --
Unconsolidated Businesses."

Income Taxes

     We recorded income tax expense of $0.0 million for the three months ended
September 30, 2005 compared to an income tax benefit of $14.8 million for the
three months ended September 30, 2004. The decrease in income tax benefit
resulted primarily from the gain on the sale of CF Industries and an decrease in
unrealized hedging losses of $20.6 million for the three months ended September
30, 2005 compared to the three months ended September 30, 2004.

Net Sales and Gross Profit by Business Segment

     Our reportable segments consist of business units that offer similar
products and services and/or similar customers. We have five segments: dairy
foods, feed, seed, agronomy and layers. Our agronomy segment consists primarily
of our 50% ownership in Agriliance, which is accounted for under the equity
method. Accordingly, no sales or gross profit are recorded for the agronomy
segment. A discussion of net earnings for Agriliance can be found under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Overview -- Unconsolidated Businesses."

DAIRY FOODS

<Table>
<Caption>
                                                               FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                       ($ in millions)                        2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $      952.5      $      951.4               0.1%
         Gross profit ...............................             49.0              37.8              29.6%

             Gross profit % of net sales ............              5.1%              4.0%
</Table>

Net Sales

     Net sales for the three months ended September 30, 2005 increased $1.1
million, or 0.1%, compared to the three months ended September 30, 2004. Sales
increased $44.8 million at CPI primarily due to an increase in volumes from the
completion of its Phase II expansion. Partially offsetting this increase were
decreased sales of butter and spreads of $12.4 million due to reduced volumes of
5.8 million pounds coupled with a decrease in the average market price of butter
of $0.02 per pound for the three month period ended September 30, 2005 compared
to the same period in the prior year. Sales through our wholesale milk marketing
program decreased $19.0 million compared to the same period in 2004 due
primarily to decreases in milk market prices. Industrial cheese sales decreased
$11.0 million for the three months ended September 30, 2005 compared to the same
period one year ago primarily due to a decrease in the average market price of
cheese of $0.15 per pound for the three month period.

Gross Profit

     Gross profit for the three months ended September 30, 2005 increased $11.2
million compared to the three months ended September 30, 2004. Unrealized
hedging gains of $3.6 million for the three months ended September 30, 2005
compared to losses of $2.8 million for the three months ended September 30, 2004
resulted in a $6.4 million improvement in gross profit. Gross profit for retail
butter and spreads increased $3.1 million for the three month period ended
September 30, 2005 compared to the prior year due to improved margins. CPI gross
profit increased by $5.4 million for the three months ended September 30, 2005
compared to the prior year primarily due to additional volume resulting from the
completion of the Phase II expansion. Gross profit as a percent of net sales
increased from 4.0% to 5.1% for the three months ended September 30, 2005 versus
2004, mainly due to an increase in unrealized hedging gains.

FEED

<Table>
<Caption>
                                                               FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                       ($ in millions)                        2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $      623.8      $      665.7              (6.3)%
         Gross profit ...............................             64.9              45.6              42.3%
             Gross profit % of net sales ............             10.4%              6.8%
</Table>



                                       26
<PAGE>

Net Sales

     Net sales for the three months ended September 30, 2005 decreased $41.9
million, or 6.3%, compared to the three months ended September 30, 2004.
Ingredient sales decreased $2.4 million due primarily to lower commodity prices
in the third quarter of 2005 compared to the third quarter of 2004, partially
offset by increased volumes. Formula feed sales, which includes both lifestyle
and livestock feeds, decreased $17.0 million also due to lower commodity prices.
Volume declines in formula feed sales were $16.4 million, which were mainly
attributable to declines in livestock feed, partially offset by higher volumes
in lifestyle feed. The higher volumes in lifestyle products were the result of
new horse product introductions and distribution channels. Sales at our
subsidiaries decreased $20.7 million due primarily to the sale of our
majority-ownership interest in Heritage Trading Company, LLC in June of 2005.

Gross Profit

     Gross profit for the three months ended September 30, 2005 increased $19.3
million, or 42.3%, compared to the three months ended September 30, 2004.
Formula feed gross profit increased $7.6 million largely due to stronger per
unit margins. Unrealized hedging losses of $2.4 million for the three months
ended September 30, 2005 compared to losses of $11.6 million for 2004 resulted
in increased gross profit of $9.2 million. Gross profit on ingredient sales
increased $3.5 million on increased volumes. Gross profit as a percent of net
sales increased to 10.4% from 6.8% for the three months ended September 30, 2005
versus 2004, respectively. The increase is primarily due to the change in the
unrealized hedging gains as well as the increase in formula feed gross profit.

SEED

<Table>
<Caption>
                                                              FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                         ($ in millions)                      2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $       41.8      $       48.9             (14.5)%
         Gross profit ...............................              9.6               6.8              41.2%
             Gross profit % of net sales ............             23.0%             13.9%
</Table>

Net Sales

     Net sales for the three months ended September 30, 2005 decreased $7.1
million, or 14.5%, to $41.8 million, compared to net sales of $48.9 million for
the three months ended September 30, 2004. Volume impact from returned seed and
selling program adjustments related to the end of the crop year resulted in
decreased corn sales of $3.5 million. Soybean sales decreased $5.2 million in as
a result of crop year-end inventory disposals. Turf sales decreased $6.0 million
due to the sale of Seed Research of Oregon, a wholly owned subsidiary. Partially
offsetting these decreases was a $6.1 million increase in alfalfa sales due to
strong markets. Other sales increased $1.5 million.

Gross Profit

     Gross profit for the three months ended September 30, 2005 increased $2.8
million, or 41.2%, to $9.6 million. Alfalfa gross profit increased $3.1 million
due to increases in volumes and margins per unit. Unrealized hedging losses were
$2.6 million less for the three months ended September 30, 2005 compared to the
same period in 2004, which also increased gross profit. Partially offsetting
these increases was a decrease in corn gross profit of $1.0 million mainly due
to recording additional inventory reserves related to obsolete inventory. The
sale of Seed Research of Oregon, in December 2004, decreased gross profit by
$1.1 million. Soybean gross profit decreased $1.0 million mainly due to crop
year-end inventory disposals.

LAYERS

<Table>
<Caption>
                                                               FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                          ($ in millions)                     2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $       95.6      $      111.3             (14.1)%
         Gross profit ...............................              3.6               2.7              33.3%

             Gross profit % of net sales ............              3.8%              2.4%
</Table>

Net Sales

     Net sales for the three months ended September 30, 2005 decreased $15.7
million, or 14.1%, compared to the three months ended September 30, 2004. A $4.1
million decrease in net sales of shell eggs resulted primarily from a 1%
decrease in average egg market prices. For the three months ended September 30,
2005, the average market price of eggs per dozen was $0.73 versus $0.74 for the
three months ended September 30, 2004. A 27% decrease in the average market
price for egg products resulted in a sales decrease of $11.5 million for the
three months ended September 30, 2005 compared to the same period in the prior
year.



                                       27
<PAGE>

Gross Profit

     Gross profit for the three months ended September 30, 2005 increased $0.9
million compared to the three months ended September 30, 2004. The increase is
primarily attributable to unrealized hedging gains of $0.1 million for the three
months ended September 30, 2005 compared to unrealized hedging losses of $2.4
million for the three months ended September 30, 2004. This was partially offset
by the drop in the average market price of eggs. Gross profit as a percent of
net sales was 3.8% for the three months ended September 30, 2005 compared to
2.4% for the three months ended September 30, 2004. This increase was primarily
due to the reduction in unrealized hedging losses from 2004.

NINE MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2004

Overview of Results

     Our net earnings were $130.6 million for the nine months ended September
30, 2005 compared to $32.0 million for the nine months ended September 30, 2004.
The primary reason for the increase was the net earnings impact of a net $82.6
million gain related to the sale of our 38% ownership in CF Industries, net of
related expenses. In addition, after tax unrealized hedging gains of $5.3
million for the nine months ended September 30, 2005 compared to unrealized
hedging losses of $17.5 million in 2004 increased net earnings by $22.8 million.
Improved margin performances in the feed and seed segments (excluding unrealized
hedging) also increased net earnings by $14.0 million and $8.8 million,
respectively. These increases were partially offset by the decrease in net
earnings of $35.9 million in the layers segment (excluding unrealized hedging)
which resulted from a steep decline in egg market prices.

Net Sales

     Net sales for the nine months ended September 30, 2005 decreased $207.7
million, or 3.6%, to $5,571.2 million compared to $5,778.9 million for the same
period in 2004. Decreases in feed, layers and dairy foods sales of $333.2
million compared to the nine months ended September 30, 2004 were partially
offset by an increase in seed sales of $125.2 million versus the prior year. A
discussion of net sales by business segment is found below under the caption
"Net Sales and Gross Profit by Business Segment."

Gross Profit

     Gross profit for the nine months ended September 30, 2005 increased $29.7
million, or 7.3%, to $436.2 million compared to $406.5 million for the nine
months ended September 30, 2004. The primary reasons for the increase were an
increase in unrealized hedging gains of $30.9 million and improved margin
performance in the dairy foods, feed and seed segments. This was partially
offset by a $45.9 million decline in layers gross profit (excluding unrealized
hedging) due to a significant decline in egg market prices. Gross profit as a
percent of net sales increased 0.8 percentage points to 7.8% for the nine months
ended September 30, 2005 compared to 7.0% for the same period in 2004. A
discussion of gross profit by business segment is found below under the caption
"Net Sales and Gross Profit by Business Segment."

Selling, General and Administrative Expense

     Selling, general and administrative expense for the nine months ended
September 30, 2005 increased $14.1 million to $384.2 million compared to $370.1
million for the nine months ended September 30, 2004. The increase was primarily
due to $15.4 million of one-time costs related to the sale of our investment in
CF Industries. Partially offsetting the increase was a $7.0 million gain on the
sale of land in the layers segment. Selling, general and administrative expense
as a percent of net sales increased 0.5 percentage points to 6.9% for the nine
months ended September 30, 2005 from 6.4% for the nine months ended September
30, 2004.

Restructuring and Impairment Charges

     For the nine months ended September 30, 2005, we had restructuring and
impairment charges of $1.0 million compared to $2.2 million for the same period
in 2005. For the nine months ended September 30, 2005, dairy foods recorded an
asset impairment of $0.9 million related to whey protein production fixed assets
at the Pine Island, MN facility and feed recorded a $0.1 million impairment
charge for the write-down of fixed assets to their estimated fair value. For the
nine months ended September 30, 2004, we reversed $0.4 million of restructuring
charges for employee severance in our dairy foods segment related to the closure
of our Volga, SD cheese facility. We also incurred a $1.5 million impairment of
goodwill in the seed segment and a $1.0 million impairment of fixed assets in
the feed segment.



                                       28
<PAGE>

Equity in Earnings of Affiliated Companies

     For the nine months ended September 30, 2005, equity in earnings of
affiliated companies was $42.1 million compared to $61.7 million of equity in
earnings for the nine months ended September 30, 2004. Equity in losses from
joint venture investments held by MoArk was $7.0 million for the nine months
ended September 30, 2005, versus $8.7 million of equity in earnings for 2004,
which resulted in a $15.7 million decrease in earnings. Equity in earnings from
Agriliance was $43.1 million for the nine months ended September 30, 2005, which
was a $1.2 million decrease from the same period last year. A discussion of net
earnings for Agriliance can be found under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview --
Unconsolidated Businesses."

Income Taxes

     We recorded income tax expense of $5.0 million for the nine months ended
September 30, 2005 compared to an income tax benefit of $0.4 million for the
nine months ended September 30, 2004. The increase in income tax expense
resulted primarily from the gain on the sale of CF Industries and an increase in
unrealized hedging gains of $36.9 million for the nine months ended September
30, 2005 compared to the nine months ended September 30, 2004, partially offset
by a $57.9 million reduction in pretax earnings in our layer segment (excluding
unrealized hedging).

Net Sales and Gross Profit by Business Segment

     Our reportable segments consist of business units that offer similar
products and services and/or similar customers. We have five segments: dairy
foods, feed, seed, agronomy and layers. Our agronomy segment consists primarily
of our 50% ownership in Agriliance, which is accounted for under the equity
method. Accordingly, no sales or gross profit are recorded for the agronomy
segment. A discussion of net earnings for Agriliance can be found under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Overview -- Unconsolidated Businesses."

DAIRY FOODS

<Table>
<Caption>
                                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                         ($ in millions)                      2005              2004              % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $    2,844.8      $    2,893.4              (1.7)%
         Gross profit ...............................            138.2             123.0              12.4%
             Gross profit % of net sales ............              4.9%              4.3%
</Table>

Net Sales

     Net sales for the nine months ended September 30, 2005 decreased $48.6
million, or 1.7%, compared to the nine months ended September 30, 2004. There
was a decrease in net sales of retail and private label butter of $17.9 million
and $42.4 million, respectively, for the nine months ended September 30, 2005
compared to the prior year, primarily due to the average year-to-date market
price decreasing $0.26 per pound and a decrease in volume of 3.4 million pounds.
Sales through our wholesale milk marketing program decreased $94.3 million
compared to the same period in 2004 due primarily to significant decreases in
milk market prices. Sales of industrial cheese decreased $41.6 million due to
lower volumes and market prices. Partially offsetting these decreases were sales
of CPI which increased $118.6 million for the nine months ended September 30,
2005 compared to the same period one year ago due to an increase in volumes from
the completion of its Phase II expansion. International and industrial powder
sales increased $19.1 million due to volume increases.

Gross Profit

     Gross profit for the nine months ended September 30, 2005 increased $15.2
million compared to the nine months ended September 30, 2004. Unrealized hedging
gains of $3.5 million for the nine months ended September 30, 2005 compared to
losses of $0.1 million for the nine months ended September 30, 2004 resulted in
a $3.6 million increase in gross profit. Gross profit for butter and spreads
increased $9.9 million for the nine month period ended September 30, 2005
compared to the prior year due to improved margins. Gross profit for CPI
increased $8.4 million for the period ended September 30, 2005 compared to the
same period one year ago primarily due to the increased volumes from the
completion of the Phase II expansion. Partially offsetting these increases was
the decrease in gross profit for value-added cheese (retail, deli and
foodservice cheese) of $1.8 million due to the mix of products sold during the
nine months ended September 30, 2005 compared to the prior year. Gross profit
for industrial cheese decreased $9.3 million due to lower volumes and market
prices. Gross profit as a percent of net sales increased from 4.3% to 4.9% for
the nine months ended September 30, 2005 versus 2004. This increase was
primarily due to the increase in gross profit compared to a lower sales base due
to lower markets.



                                       29
<PAGE>

FEED

<Table>
<Caption>
                                                                FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                        ($ in millions)                       2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $    1,881.4      $    2,023.2              (7.0)%
         Gross profit ...............................            213.1             171.6              24.2%

             Gross profit % of net sales ............             11.3%              8.5%
</Table>

Net Sales

     Net sales for the nine months ended September 30, 2005 decreased $141.8
million, or 7.0%, to $1,881.4 million compared to $2,023.2 million for the nine
months ended September 30, 2004. Ingredient sales decreased $73.5 million due
primarily to lower commodity prices for the nine months ended September 30, 2005
compared to 2004, partially offset by increased volumes. Formula feed sales,
which includes both lifestyle and livestock feeds, decreased $47.8 million also
due to lower commodity prices. Partially offsetting the formula feed decrease
was higher volumes of our livestock cattle feeds, due to favorable cattle
markets, as well as lifestyle feed products, primarily companion animal feeds
largely due to continued focused efforts in our alternative channel (private
label) business. Sales of horse feed also increased due to new product
introductions and increased distribution. Sales at our subsidiaries decreased
$20.0 million due primarily to the sale of our majority-ownership interest in
Heritage Trading Company, LLC in June of 2005.

Gross Profit

     Gross profit for the nine months ended September 30, 2005 increased $41.5
million, or 24.2%, to $213.1 million compared to $171.6 million for the nine
months ended September 30, 2004. Formula feed gross profit increased $24.7
million largely due to stronger per unit margins. Unrealized hedging gains of
$2.7 million for the nine months ended September 30, 2005 compared to losses of
$15.8 million for 2004 resulted in an increase to gross profit of $18.5 million.
Partially offsetting these increases were decreases in gross profit of $4.4
million for ingredient and premix sales due to fewer opportunistic buys in a
stable market as opposed to a rising market as we experienced in 2004. Gross
profit as a percent of net sales increased to 11.3% from 8.5% for the nine
months ended September 30, 2005 versus 2004, respectively. The increase is
primarily due to the change in the unrealized hedging gain as well as the
increase in formula feed gross profit.

SEED

<Table>
<Caption>
                                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                        ($ in millions)                       2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $      548.5      $      423.3              29.6%
         Gross profit ...............................             71.5              54.8              30.5%

             Gross profit % of net sales ............             13.0%             12.9%
</Table>

Net Sales

     Net sales for the nine months ended September 30, 2005 increased $125.2
million, or 29.6%, to $548.5 million, compared to net sales of $423.3 million
for the period ended September 30, 2004. Alfalfa sales increased $12.5 million,
or 30.8%, due to increased volumes related to strong markets. Product mix in
proprietary brands and volume growth from partnered sales resulted in increased
corn sales of $65.2 million, or 35.9%. Soybean sales increased $49.9 million in
2005, or 40.9%, as a result of increased volumes in both proprietary and
partnered brands. Approximately $28.9 million of the increase in soybean sales
was due to the timing of sales recognition related to warehousing programs.

Gross Profit

     Gross profit for the nine months ended September 30, 2005 increased $16.7
million, or 30.5%, to $71.5 million, compared to gross profit of $54.8 million
for the same period ended September 30, 2004. Gross profit for alfalfa increased
$8.1 million, due to increased volumes and margins from higher sales prices and
lower cost of product. Continued volume growth in partnered corn and proprietary
product mix resulted in increased gross profit of $2.3 million, or 17.3% over
the prior period. Gross profit for soybeans increased $2.7 million, or 36.4%,
due to an increase in sales volumes. Approximately $1.8 million of the increase
in soybean gross profit was due to the timing of sales recognition related to
warehousing programs. Unrealized hedging losses on soybean futures contracts of
$0.9 million for the period ended September 30, 2005 compared to unrealized
hedging losses of $6.5 million for the period ended September 30, 2004 increased
gross profit by $5.6 million. Other seed categories accounted for a decrease in
gross profit of $2.2 million due primarily to the decrease in turf sales from
the sale of Seed Research of Oregon in the fourth quarter of 2004.



                                       30
<PAGE>

LAYERS

<Table>
<Caption>
                                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                          ------------------------------------------------
                          ($ in millions)                     2005              2004            % CHANGE
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>
         Net sales ..................................     $      287.1      $      429.9             (33.2)%
         Gross profit ...............................             11.9              54.5             (78.2)%

             Gross profit % of net sales ............              4.1%             12.7%
</Table>

Net Sales

     Net sales for the nine months ended September 30, 2005 decreased $142.8
million, or 33.2%, compared to the nine months ended September 30, 2004.
Although volumes were higher for both shell eggs and egg products, significant
declines in market prices resulted in the decrease in sales. The $83.8 million
decrease in net sales of shell eggs resulted primarily from a 27% decrease in
average egg market prices. For the nine months ended September 30, 2005, the
average market price of eggs per dozen was $0.69 versus $0.95 for the nine
months ended September 30, 2004. A 49% decrease in the average market price for
egg products resulted in a sales decrease of $59.8 million for the nine months
ended September 30, 2005 compared to the same period in the prior year.

Gross Profit

     Gross profit for the nine months ended September 30, 2005 decreased $42.6
million compared to the nine months ended September 30, 2004. The decline is
primarily attributable to the drop in the average market price of eggs. This was
partially offset by unrealized hedging gains of $1.1 million for the nine months
ended September 30, 2005 compared to losses of $2.2 million for the nine months
ended September 30, 2004. Gross profit as a percent of net sales was 4.1% for
the nine months ended September 30, 2005 compared to 12.7% for the nine months
ended September 30, 2004, primarily due to a steep decline in egg market prices.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

     We rely on cash from operations, borrowings under our bank facilities and
other institutionally-placed debt as the main sources for financing working
capital requirements, additions to property, plant and equipment as well as
acquisitions and investments in joint ventures. Other sources of funding consist
of leasing arrangements, a receivables securitization facility and the sale of
non-strategic assets.

     Total long-term debt, including the current portion, was $809.1 million at
September 30, 2005 compared to $943.9 million at December 31, 2004. The decrease
was primarily due to term debt repayments of $118.4 million in February and
March of 2005.

     Our primary sources of debt at September 30, 2005 included a $200 million
revolving credit facility, $175 million in senior secured notes, $346.2 million
in senior unsecured notes and $191 million of capital securities. For more
information, please see the section below entitled "Principal Debt Facilities."

     At September 30, 2005, $61.1 million of our long-term debt was attributable
to MoArk. Land O'Lakes does not provide any guarantees or support for MoArk's
debt. In addition, we had $36.1 million of other miscellaneous long-term debt at
September 30, 2005.

     In 2001, we entered into a $100 million receivables securitization program
to reduce overall financing costs. On March 31, 2004, we expanded the facility
to $200 million. At September 30, 2005, no amounts were outstanding under this
facility compared to $200 million at September 30, 2004 and $0 at December 31,
2004. In accordance with generally accepted accounting principles, this facility
is not reflected as debt on our consolidated balance sheet. A more complete
description of this accounts receivable securitization program is found below
under the caption, "Off-balance Sheet Arrangements."

     Our principal liquidity requirements are to service our debt and meet our
working capital and capital expenditure needs. At September 30, 2005, $144.1
million was available under our $200 million revolving credit facility for
working capital and general corporate purposes after giving effect to $55.9
million of outstanding letters of credit, which reduce availability. There was
no outstanding balance on the facility at September 30, 2005. In addition, at
September 30, 2005, we had available cash on hand of $111.2 million, including
$2.9 million of cash at MoArk. Total equities at September 30, 2005 were $918.1
million.

     We expect that funds from operations and available borrowings under our
revolving credit facility and receivables securitization facility will provide
sufficient working capital to operate our business, to make expected capital
expenditures and to meet liquidity requirements for at least the next twelve
months.



                                       31
<PAGE>

     We will make a full year of equity revolvement payments to our Ag Services
members of approximately $33 million in December 2005, based upon our improved
liquidity, financial position and performance. We have not made equity
revolvement payments to Ag Services members since 2000.

     We expect total capital expenditures to be approximately $80 million in
2005 with an estimated $35 million to $45 million of this spending related to
ongoing maintenance capital expenditures. We had $44 million in capital
expenditures for the nine months ended September 30, 2005 compared to $68
million for the nine months ended September 30, 2004.

CASH FLOWS

     The following table summarizes the key elements of our cash flows for the
following periods:

<Table>
<Caption>
                                                          NINE MONTHS ENDED     NINE MONTHS ENDED
(in millions)                                             SEPTEMBER 30, 2005    SEPTEMBER 30, 2004
                                                         ------------------    ------------------
<S>                                                      <C>                   <C>
Net cash (used) provided by operating activities .....    $          (18.8)     $          195.0
Net cash provided (used) by investing activities .....               270.5                 (28.7)
Net cash used by financing activities ................              (259.8)               (201.0)
</Table>

     Operating Activities. Net cash provided by operating activities decreased
by $213.8 million for the nine months ended September 30, 2005 compared to the
same period for 2004, primarily due to changes in working capital requirements.

     Investing Activities. Net cash provided (used) by investing activities
increased $299.2 million for the nine months ended September 30, 2005 compared
to the nine months ended September 30, 2004. The increase was primarily due to
the $315 million of proceeds from the sale of the Investment in CF Industries.
Offsetting this increase was a $30.1 million remaining payment related to Dairy
Foods' acquisition of Madison Dairy Produce Company, a private label butter
business acquired in 2000. This increase was also offset by lower dividends
received from joint ventures for the nine months ended September 30, 2005. The
dividends received were $5.0 million versus $35.2 million for the same period in
2004. The decline in dividends received is primarily due to the deferral of the
Agriliance dividend to the fourth quarter for 2005, compared to a $20 million
dividend received during the nine months ended September 30, 2004.

     Financing Activities. Net cash used by financing activities increased by
$58.8 million for the nine months ended September 30, 2005 compared to the same
period in 2004. This increase was due to payments on capital lease obligations
totaling $91.9 million for the nine months ended September 30, 2005 compared to
$7.8 million for the nine months ended September 30, 2004. Offsetting this
increase was a $9.1 million reduction in principal payments on long-term debt.
In addition, we paid $4.3 million for debt issuance costs in 2004 but had no
similar payment in 2005.

PRINCIPAL DEBT FACILITIES

     The principal term loan consisted of a syndicated Term B loan facility with
a final maturity of October 10, 2008. The Term B loan was prepayable at any time
without penalty and was completely paid off during the three months ended March
31, 2005. In February 2005, we made a $50 million prepayment on the Term B loan,
of which approximately $46.5 million was mandatory based on an excess cash flow
calculation for the year ended December 31, 2004, as defined in the credit
agreement. The remaining $3.5 million was optional. In March 2005, we made a
further prepayment of the remaining $68.4 million on the Term B loan due partly
to cash proceeds received from the disposal of assets related to our swine
production operations.

     Under our revolving credit facility, lenders have committed to make
advances and issue letters of credit until January 2007 in an aggregate amount
not to exceed $200 million, subject to a borrowing base limitation. Borrowings
under the revolving credit facility bear interest at a variable rate (either
LIBOR or an Alternative Base Rate) plus an applicable margin. The margin is
dependent upon Land O'Lakes leverage ratio.

     In December 2003, we issued $175 million of senior secured notes that
mature on December 15, 2010. Proceeds from the issuance were used to make
payments on the Term A loan of $122.5 million and on the Term B loan of $52.5
million. These notes bear interest at a fixed rate of 9% per annum, payable on
June 15 and December 15 each year. The notes are callable beginning in 2007 at a
redemption price of 104.5%. In 2008, the redemption price is 102.25%. The notes
are callable at par beginning in 2009.



                                       32
<PAGE>

     In November 2001, we issued $350 million of senior unsecured notes that
mature on November 15, 2011. Proceeds from the issuance were used to refinance
the Company in connection with the acquisition of Purina Mills. These notes bear
interest at a fixed rate of 8.75% per annum, payable on May 15 and November 15
each year. The notes are callable beginning in November 2006 at a redemption
price of 104.375%. In 2007 and 2008, the redemption price is 102.917% and
101.458%, respectively. The notes are callable at par beginning in 2009. In
September 2005, $3.8 million of these notes were tendered as a result of our
required par offer in August 2005. The par offer was made upon receiving the
cash proceeds from the sale of our investment in CF Industries in accordance
with the terms of the indentures for our senior unsecured and senior secured
notes.

     On October 24, 2005 we announced that we have commenced a "modified Dutch
auction" tender offer (the "Offer") to purchase for cash up to $150 million
aggregate principal amount (the "Target Amount") of our $350 million senior
unsecured notes due 2011 (the "Securities"). The funds required to consummate
the Offer will come from excess liquidity, mainly from the cash proceeds
received from the sale of our investment in CF Industries. We will use a
"modified Dutch auction" procedure to determine the price for the Securities we
purchase in the Offer. Bids will be accepted within a price range of $1,040 and
$1,070 per $1,000 principal amount. After the Offer expires, Land O'Lakes will
accept Securities validly tendered (and not withdrawn) in the order of the
lowest to the highest tender process specified or deemed to have been specified
by tendering holders within the price range for the Securities, and will
determine the single lowest price so specified (the "Purchase Price") that will
enable Land O'Lakes to purchase the Target Amount (or if less than the Target
Amount, are validly tendered (and not withdrawn), all Securities so tendered).
We will pay the same Purchase Price per $1,000 principal amount for all
Securities validly tendered at or below the Purchase Price, plus accrued and
unpaid interest thereon to but excluding the date of purchase. If the aggregate
principal amount of Securities validly tendered at or below the Purchase Price
exceeds the Offer Amount, then we will purchase a prorated amount of all
Securities validly tendered at or below the Purchase Price. The Offer is not
conditioned on a minimum principal amount of Securities being tendered. The
consummation of the Offer is subject to certain conditions, which are described
in the Offer to Purchase sent to holders of Securities. The Offer will expire on
Monday, November 21, 2005, unless extended or terminated earlier. In addition to
the Offer, we, or our affiliates, are permitted by the indentures governing our
8.75% senior unsecured notes and our 9% senior secured notes to make open market
purchases of such notes, on such terms and at such prices as we or our
affiliates may determine.

     In 1998, Capital Securities in an amount of $200 million were issued by our
trust subsidiary, and the net proceeds were used to acquire a junior
subordinated note of Land O'Lakes. The holders of the securities are entitled to
receive dividends at an annual rate of 7.45% until the securities mature in
2028. The payment terms of the Capital Securities correspond to the payment
terms of the junior subordinated debentures, which are the sole asset of the
trust subsidiary. Interest payments on the debentures can be deferred for up to
five years, and the obligations under the debentures are junior to all of our
debt. At September 30, 2005, the outstanding balance of Capital Securities was
$190.7 million.

    In April and May 2004, we entered into three $50 million fixed-to-floating
interest rate swap agreements, designated as fair value hedges to maintain an
appropriate balance between fixed and floating rate exposures. These swaps
mirror the terms of the 8.75% senior unsecured notes and effectively converted
$150 million of such notes from a fixed 8.75% rate to an effective rate of LIBOR
plus 385 basis points. In April 2005, we elected to reverse $48 million of these
swap agreements based upon favorable markets and an updated assessment of our
floating rate interest exposure. We received an immaterial amount of proceeds
related to the swap reversal. At September 30, 2005, the aggregate notional
amount of the swaps was $102 million. The swap fair value was a liability of
$1.0 million which is reflected in employee benefits and other liabilities on
our consolidated financial statements.

    The credit agreements relating to the revolving credit facility and the
indentures relating to the 8.75% senior unsecured notes and the 9.00% senior
secured notes impose certain restrictions on us, including restrictions on our
ability to incur indebtedness, make payments to members, make investments, grant
liens, sell our assets and engage in certain other activities. In addition, the
credit agreement relating to the revolving credit facility requires us to
maintain an interest coverage ratio and a leverage ratio. These actual and
required ratios for the periods indicated below are as follows:

<Table>
<Caption>
                                                           As of and for the     As of and for the
                                                          twelve-months-ended        year-ended
                                                          September 30, 2005     December 31, 2004
                                                          -------------------    -----------------
<S>                                                       <C>                    <C>

         Actual Interest Coverage Ratio .............          4.11 to 1             3.23 to 1
         Required Interest Coverage Ratio
           Must be at least .........................          2.50 to 1             2.50 to 1

         Actual Leverage Ratio ......................          2.14 to 1             3.17 to 1
         Required Leverage Ratio
           Must be no greater than ..................          4.50 to 1             4.50 to 1
</Table>

     The required maximum leverage ratio steps down from 4.5 to 1 for the
September 30, 2005 calculation, to 4.0 to 1 for the December 31, 2005
calculation and thereafter.



                                       33
<PAGE>

     Indebtedness under the revolving credit facility is secured by
substantially all of the material assets of Land O'Lakes and its wholly-owned
domestic subsidiaries (other than LOL Finance Co., LOLFC, LLC and LOL SPV, LLC
(formerly named LOL Farmland Feed SPV, LLC)), including real and personal
property, inventory, accounts receivable (other than those receivables which
have been sold in connection with our receivables securitization), intellectual
property and other intangibles. Indebtedness under the revolving credit facility
is also guaranteed by our wholly-owned domestic subsidiaries and CPI (other than
LOL Finance Co., LOLFC, LLC, and LOL SPV, LLC). The 9.00% senior notes are
secured by a second lien on essentially all of the assets which secure the
revolving credit agreement, and are guaranteed by the same entities. The 8.75%
senior notes are unsecured but are guaranteed by the same entities that
guarantee the obligations under the revolving credit facility.

OFF-BALANCE SHEET ARRANGEMENTS

     In order to reduce overall financing costs, we entered into a revolving
receivables securitization program with CoBank in December 2001 for up to $100
million in advances against eligible receivables. Under this program, Land
O'Lakes, Land O'Lakes Purina Feed and Purina Mills sell feed, seed and certain
other receivables to LOL SPV, LLC, a limited purpose wholly-owned subsidiary of
Land O'Lakes Purina Feed. This subsidiary is a qualifying special purpose entity
(QSPE) under applicable accounting rules. The QSPE was established for the
limited purpose of purchasing and obtaining financing for these receivables. The
transfers of the receivables to the QSPE are structured as sales and, in
accordance with applicable accounting rules, these receivables are not reflected
in the consolidated balance sheets of Land O'Lakes. The QSPE purchases the
receivables with a combination of cash initially received from CoBank, equal to
the present value of eligible receivables multiplied by the agreed advance rate,
and notes, equal to the unadvanced present value of the receivables. Land
O'Lakes and the other receivables sellers are subject to credit risk related to
the repayment of the QSPE notes, which in turn is dependent upon the ultimate
collection on the QSPE's receivables pool. Accordingly, we have retained
reserves for estimated losses.

     In March 2004, we completed an amendment to our receivables securitization
facility. Under the amendment, the facility was increased from $100 million to
$200 million. The amendment incorporated receivables generated in our dairy
foods segment. In addition, the amendment increased the facility's term from one
year to three years. Concurrent with the amendment, we applied the incremental
proceeds from the expansion to our outstanding senior bank facilities, which
included the mandatory payment in full of our Term A loan facility and a partial
repayment on our Term B loan facility. The amendment also reduced the effective
cost of the facility from LIBOR plus 175 basis points to LIBOR plus 137.5 basis
points. At September 30, 2005, $200 million was available under this
securitization facility.

CAPITAL LEASES

     Cheese & Protein International (CPI), a consolidated joint venture of Land
O'Lakes, leased certain equipment and the buildings related to its cheese
manufacturing and whey processing plant in Tulare, California (the "Lease"). At
June 30, 2005, the Lease was accounted for as a capital lease in our
consolidated financial statements. On July 1, 2005, the remaining $85.9 million
Lease balance was voluntarily prepaid. The cash for the prepayment was made
available to CPI from Land O'Lakes as an equity injection on July 1, 2005,
thereby increasing Land O'Lakes ownership interest in the venture from 97.5% to
98.5%. The minority partner in the venture is MMDI, Inc., an affiliate of
Mitsui, USA. This prepayment permitted the release of $20.6 million of cash
which the Company pledged to support the lease. Simultaneous with the prepayment
of the CPI Lease, the Company elected to designate CPI as a restricted
subsidiary under the Land O'Lakes senior bond indentures, and a loan party under
the Company's revolving credit facility. Beginning July 1, 2005, CPI's
on-balance sheet debt and income or loss is included in the covenant
calculations for the Company's senior debt facilities. Further, as of July 1,
2005, CPI guarantees the Company's obligations under the revolving credit
facility, the 8.75% senior unsecured notes, and the 9.00% senior secured notes.
CPI's assets have also been pledged to support the revolving credit facility and
the 9.00% senior secured notes.

     MMDI, Inc. has a put option for its remaining interest in CPI, which takes
effect up to nine months following notice. We expect that this put will be
exercised and that we will shortly acquire MMDI's remaining 1.5% interest for
$3.2 million. This amount is reflected as a liability in the accompanying
consolidated financial statements.

     MoArk, a consolidated joint venture of Land O'Lakes, had capital leases at
September 30, 2005 of $10.0 million for land, buildings, machinery and equipment
at various locations. Land O'Lakes does not provide any guarantees or support
for any of MoArk's capital leases.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
FASB Staff Position ("FSP") No. 109-1, "Application of FASB Statement No. 109,
Accounting for Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of 2004." FSP No. 109-1
states that the tax deduction on qualified domestic production activities should
be accounted for as a special deduction under SFAS No. 109, "Accounting for
Income Taxes," and not be treated as a rate reduction. Accordingly, any benefit
from the deduction should be reported in the period in which the deduction is
claimed on the



                                       34
<PAGE>

tax return. This FSP was effective January 1, 2005, and the Company has included
a $2.0 million tax benefit related to this deduction in its consolidated
financial statements for the nine months ended September 30, 2005.

FORWARD-LOOKING STATEMENTS

     This Form 10-Q for the three and nine months ended September 30, 2005
includes forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "could," "should," "seeks," "anticipates," "intends,"
or other variations thereof, including their use in the negative, or by
discussions of strategies, plans or intentions. Although we believe that our
plans, intentions and expectations reflected in, or suggested by, such
forward-looking statements are reasonable, you should be aware that actual
results could differ materially from those projected by the forward-looking
statements. Because actual results may differ, readers are cautioned not to
place undue reliance on forward-looking statements. We assume no obligation to
update such forward-looking statements or to update the reasons that actual
results could differ materially from those anticipated in such forward-looking
statements. Factors which could cause actual results to differ materially from
those projected by the forward-looking statements include the following:

     o    OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO FULFILL
          OUR OBLIGATIONS UNDER OUR DEBT OBLIGATIONS AND OPERATE OUR BUSINESSES.

     o    SERVICING OUR INDEBTEDNESS REQUIRES A SIGNIFICANT AMOUNT OF CASH, AND
          OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR
          CONTROL.

     o    DESPITE OUR SUBSTANTIAL LEVERAGE, WE WILL BE ABLE TO INCUR MORE DEBT,
          WHICH MAY INTENSIFY THE RISKS ASSOCIATED WITH OUR SUBSTANTIAL
          LEVERAGE, INCLUDING OUR ABILITY TO SERVICE OUR DEBT.

     o    IF CREDITORS OF OUR SUBSIDIARIES AND JOINT VENTURES MAKE CLAIMS WITH
          RESPECT TO THE ASSETS AND EARNINGS OF THESE COMPANIES, SUFFICIENT
          FUNDS MAY NOT BE AVAILABLE TO REPAY OUR INDEBTEDNESS AND WE MAY NOT
          RECEIVE THE CASH WE EXPECT FROM INTERCOMPANY TRANSFERS.

     o    RESTRICTIONS IMPOSED BY OUR DEBT AGREEMENTS LIMIT OUR ABILITY TO
          FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER BUSINESS
          ACTIVITIES THAT MAY BE IN OUR INTEREST.

     o    THE COLLATERAL MAY NOT BE VALUABLE ENOUGH TO SATISFY ALL THE
          OBLIGATIONS SECURED BY THE COLLATERAL.

     o    GEOGRAPHIC SHIFT IN DAIRY PRODUCTION HAS DECREASED AND COULD CONTINUE
          TO DECREASE OUR SALES AND MARGINS.

     o    CHANGES IN CONSUMER PREFERENCES AND DISTRIBUTION CHANNELS COULD
          DECREASE OUR REVENUES AND CASH FLOW.

     o    COMPETITION IN THE INDUSTRY MAY REDUCE OUR SALES AND MARGINS.

     o    OUR OPERATING RESULTS FLUCTUATE BY SEASON AND ARE AFFECTED BY WEATHER
          CONDITIONS.

     o    INCREASED ENERGY AND GAS COSTS COULD INCREASE OUR EXPENSES AND REDUCE
          OUR PROFITABILITY.

     o    OUTBREAKS OF DISEASE CAN REDUCE OUR NET SALES AND OPERATING MARGINS.

     o    CHANGES IN THE MARKET PRICES OF THE DAIRY AND AGRICULTURAL COMMODITIES
          THAT WE USE AS INPUTS AS WELL AS THE PRODUCTS WE MARKET MAY CAUSE OUR
          OPERATING PROFIT AND THE LIKELIHOOD OF RECEIVING DIVIDENDS FROM OUR
          JOINT VENTURES TO DECREASE.

     o    WE OPERATE THROUGH JOINT VENTURES IN WHICH OUR RIGHTS TO EARNINGS AND
          TO CONTROL THE JOINT VENTURE ARE LIMITED.

     o    AGRILIANCE'S BUSINESS MAY BE ADVERSELY AFFECTED BY AGRILIANCE'S
          DEPENDENCE UPON ITS SUPPLIERS.



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<PAGE>

     o    A LOSS OF OUR COOPERATIVE TAX STATUS COULD INCREASE OUR TAX LIABILITY.

     o    OUR LIMITED ACCESS TO EQUITY MARKETS COULD ADVERSELY AFFECT OUR
          ABILITY TO OBTAIN ADDITIONAL EQUITY CAPITAL.

     o    OUR OPERATIONS ARE SUBJECT TO NUMEROUS LAWS AND REGULATIONS, EXPOSING
          US TO POTENTIAL CLAIMS AND COMPLIANCE COSTS THAT COULD ADVERSELY
          AFFECT OUR BUSINESS.

     o    INABILITY TO PROTECT OUR TRADEMARKS AND OTHER PROPRIETARY RIGHTS COULD
          DAMAGE OUR COMPETITIVE POSITION.

     o    OUR BRAND NAMES COULD BE CONFUSED WITH NAMES OF OTHER COMPANIES WHO,
          BY THEIR ACT OR OMISSION, COULD ADVERSELY AFFECT THE VALUE OF OUR
          BRAND NAMES.

     o    PRODUCT LIABILITY CLAIMS OR PRODUCT RECALLS COULD ADVERSELY AFFECT OUR
          BUSINESS REPUTATION AND EXPOSE US TO INCREASED SCRUTINY BY FEDERAL AND
          STATE REGULATORS.

     o    WE COULD INCUR SIGNIFICANT COSTS FOR VIOLATIONS OF OR LIABILITIES
          UNDER ENVIRONMENTAL LAWS AND REGULATIONS APPLICABLE TO OUR OPERATIONS.

     o    STRIKES OR WORK STOPPAGES BY OUR UNIONIZED WORKERS COULD DISRUPT OUR
          BUSINESS.

     o    THERE IS NO ASSURANCE THAT OUR SENIOR MANAGEMENT TEAM OR OTHER KEY
          EMPLOYEES WILL REMAIN WITH US.

     For a discussion of additional factors that could cause actual results to
differ materially from the anticipated results or other expectations expressed
in our forward-looking statements, see the discussion of risk factors set forth
in our Annual Report on Form 10-K for the year ended December 31, 2004.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For the three months ended September 30, 2005 the Company did not
experience significant changes in market risk exposures that materially affect
the quantitative and qualitative disclosures presented in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.

     We are exposed to market risk from fluctuations in interest rates. We
manage our exposure to interest rate fluctuations through the use of interest
rate swaps. The objective of the swaps is to maintain an appropriate balance
between fixed and floating rate exposures. These interest rate swaps relate to
our 8.75% senior unsecured notes. The swaps mirror the terms of the 8.75% notes
and effectively convert $102 million of such notes from a fixed 8.75% rate to an
effective rate of LIBOR plus 385 basis points. In April 2005, the Company
elected to reverse $48 million of its $150 million swap agreements based upon
favorable markets and an updated assessment of the Company's floating rate
interest exposure. The Company received an immaterial amount of proceeds related
to the swap reversal. The interest rate swaps are designated as fair value
hedges of our fixed rate debt. As critical terms of the swaps and the debt are
the same, the swap is assumed to be 100 percent effective and the fair value
gains or losses on the swaps are completely offset by the fair value adjustment
to the underlying debt. At September 30, 2005, the notional amount of the swaps
was $102 million in aggregate and the fair value was a liability for $1.0
million, which is reflected in employee benefits and other liabilities on our
consolidated financial statements.

ITEM 4. CONTROLS AND PROCEDURES

     (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.



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<PAGE>

     (b) CHANGES IN INTERNAL CONTROL

     There were no changes in our internal control over financial reporting
during the most recently completed fiscal quarter that have materially affected,
or are reasonable likely to materially affect, our internal control over
financial reporting.

PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

     We are currently and from time to time involved in litigation incidental to
the conduct of our business. The damages claimed against us in some of these
cases are substantial. On February 24, 2004, Cache La Poudre Feeds, LLC
("Cache") filed a lawsuit in the United States District Court for the District
of Colorado against the Company, Land O'Lakes Farmland Feed LLC and certain
named individuals thereof claiming trademark infringement with respect to
certain animal feed sales under the Profile trade name. Cache seeks damages of
at least $132.8 million, which, it claims, is the amount the named entities
generated in gains, profits and advantages from using the Profile trade name. In
response to Cache's complaint, the Company denied any wrongdoing and pursued
certain counterclaims against Cache relating to, among other things, trademark
infringement, and other claims against Cache for, among other things, defamation
and libel. In addition, the Company believes that Cache's calculation of the
Company's gains, profits and advantages allegedly generated from the use of the
Profile trade name are grossly overstated. The Company believes that sales
revenue generated from the sale of products carrying the Profile trade name are
immaterial. Although the amount of any loss that may result from this matter
cannot be ascertained with certainty, we do not currently believe that it will
result in a loss material to our consolidated financial condition, future
results of operations or cash flow.

     In 2003, several lawsuits were filed against the Company by Ohio alpaca
producers in which it is alleged that the Company manufactured and sold animal
feed that caused the death of, or damage to, certain of the producers' alpacas.
It is possible that additional lawsuits or claims relating to this matter could
be brought against the Company. Although the amount of any loss that may result
from these matters cannot be ascertained with certainty, we do not currently
believe that, in the aggregate, they will result in losses material to our
consolidated financial condition, future results of operations or cash flow.

     In December 2002, we reached settlements with defendants against whom we
claimed had illegally fixed the prices for various vitamin and methionine
products we purchased. As a result of the settlements, we received proceeds of
approximately $119.5 million in 2003. We received an additional $6.1 million of
proceeds in 2004 and $0.7 million in 2005. When combined with the settlement
proceeds received from similar claims settled since the commencement of these
actions, we have received cumulatively approximately $191 million from the
settling defendants. We do not expect to receive additional settlements from
these matters.

     In a letter dated January 18, 2001, we were identified by the United States
Environmental Protection Agency ("EPA") as a potentially responsible party for
clean-up costs in connection with hazardous substances and wastes at the Hudson
Refinery Superfund Site in Cushing, Oklahoma. The letter invited us to enter
into negotiations with the EPA for the performance of a remedial investigation
and feasibility study at the site and also demanded that we reimburse the EPA
approximately $8.9 million for remediation expenses already incurred at the
site. In March 2001, we responded to the EPA denying any responsibility. No
further communication has been received from the EPA.

ITEM 6. EXHIBITS

(a)  EXHIBITS

     EXHIBIT               DESCRIPTION

         3.1               Restated Articles of Incorporation of Land O'Lakes,
                           Inc., as amended, August 1998. (1)

         3.2               By-Laws of Land O'Lakes Inc., as amended, February
                           2003. (1)

         4.1               Fifth Amendment, dated as of April 1, 2005, to the
                           AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated
                           as of October 11, 2001.*

         4.2               Sixth Amendment, dated as of June 15, 2005, to the
                           AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated
                           as of October 11, 2001.*

         4.3               Seventh Amendment, dated as of August 9, 2005, to the
                           AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated
                           as of October 11, 2001.*

         31.1              Certification Pursuant to 15 U.S.C. Section 7241, as
                           adopted pursuant to Section 302 of the Sarbanes-Oxley
                           Act of 2002*

         31.2              Certification Pursuant to 15 U.S.C. Section 7241, as
                           adopted pursuant to Section 302 of the Sarbanes-Oxley
                           Act of 2002*

         32.1              Certification Pursuant to 18 U.S.C. Section 1350, As
                           Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002*

         32.2              Certification Pursuant to 18 U.S.C. Section 1350, As
                           Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002*

(1)  Incorporated by reference to an exhibit to the registrant's Registration
     Statement on Form S-4 filed April 28, 2004.

*    Filed electronically herewith



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<PAGE>

                                   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 thereunto duly authorized on the 14th day of November, 2005.

                            LAND O'LAKES, INC.


                            By /s/ Daniel Knutson
                               -------------------------------------------------
                               Daniel Knutson
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial and Accounting Officer)




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