UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2008~~2009


o		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
Minnesota (State or Other Jurisdiction of Incorporation or Organization)		41-0365145 (I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
4001 Lexington Avenue North
4001 Lexington Avenue North Arden Hills, Minnesota (Address of Principal Executive Offices)		55112 (Zip Code)
Arden Hills, Minnesota (Address of Principal Executive Offices)		55112 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all ~~reports~~report required to be filed by by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or ~~for~~ 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 o No þ

Indicate by check mark whether the registrant ishas asubmitted ~~large~~ electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated filer~~Site, orif aany, every ~~smaller~~Interactive ~~reporting~~Data ~~company.~~File ~~See~~required ~~the~~to ~~definitions~~ be ofsubmitted ~~“large~~and ~~accelerated~~posted ~~filer,”~~pursuant ~~“accelerated~~to ~~filer”~~Rule 405 ~~and~~of ~~“smaller reporting~~Regulation S-T during ~~company”~~the inpreceding ~~Rule~~12 ~~12b-2~~months of(or for such shorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):. Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

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. ~~The number of shares of the registrant’s common stock~~ ~~outstanding as of October 31, 2008: 896 shares of Class A common stock, 3,856 shares of Class B common stock, 159 shares of Class C common stock, and 1,014 shares of Class D common stock.~~

The number of shares of the registrant’s common stock outstanding as of April 30, 2009: 870 shares of Class A common stock, 3,820 shares of Class B common stock, 164 shares of Class C common stock, and 1,008 shares of Class D common stock.

Documents incorporated by reference: None.

We maintain a website on the Internet ~~where~~through which additional information about Land O’Lakes, Inc. iscan ~~available~~be accessed. Our website address is www.landolakesinc.com. Our annual reports on ~~Form~~ 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~~ filed with the SEC.

INDEX

	Page	~~Page~~
Part I	Financial Information	3
Part I. Financial Information	3
Item 1.	Financial Statements	3
Item I. Financial Statements	3
Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007		3
Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	3
Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007 (unaudited)		4
Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008 (unaudited)	4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (unaudited)		5
Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 3. Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	54
Item 4. Controls and Procedures	40
Part II	Other Information	56
Part II Other Information	41
Item 1.	Legal Proceedings	56
Item 1. Legal Proceedings	41
Item 1A.	Risk Factors	57
Item 1A. Risk Factors	42
Item 6.	Exhibits	59
Item 6. Exhibits	43
SIGNATURES	44	60
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part I. Financial Information

Item 1. Financial Statements

LAND O’LAKES, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2008			2007
	2009			2008
	(Unaudited)
	($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2833,~~835~~490		$	~~116~~30,~~839~~820
Receivables, net		1,~~420~~445,~~907~~692			1,~~006~~104,~~931~~261
Inventories		1,~~089~~227,~~884~~786			~~964~~1,~~515~~083,978
Prepaid assets		39222,~~632~~862			~~857~~1,~~257~~101,005
Other current assets		~~120~~90,~~780~~658			76123,~~357~~504
Total current assets		23,~~700~~020,~~038~~488			3,~~021~~443,~~899~~568
Investments		~~329~~301,~~910~~526			~~304~~314,~~013~~487
Property, plant and equipment, net		~~629~~672,~~799~~794			~~565~~658,~~293~~261
Goodwill, net		~~279~~277,~~545~~383			~~280~~277,~~942~~176
Other intangibles, net		~~122~~118,~~382~~999			~~125~~120,~~004~~982
Other assets		~~140~~165,~~506~~388			~~122~~166,~~044~~838
Total assets	$	4,~~202~~556,~~180~~578		$	4,~~419~~981,~~195~~312
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations	$	~~531~~617,~~225~~551		$	~~132~~409,~~170~~370
Current portion of long-term debt		2,~~371~~568			32,~~082~~864
Accounts payable		1,~~170~~062,~~877~~973			1,~~150~~175,~~353~~995
Customer advances		11421,~~397~~634			~~926~~1,~~240~~045,705
Accrued liabilities		~~494~~449,~~358~~313			~~341~~423,~~421~~494
Patronage refunds and other member equities payable		4660,~~170~~118			2837,~~065~~751
Total current liabilities		2,~~256~~614,~~398~~157			23,~~581~~095,~~331~~179
Long-term debt		~~576~~531,~~909~~800			~~586~~531,~~909~~955
Employee benefits and other liabilities		~~255~~379,~~588~~304			~~230~~358,~~444~~404
Minority interests		18,497			6,175
Commitments and contingencies (Note 17)
Commitments and contingencies
Equities:
Capital stock		1,~~644~~597			1,~~701~~611
Member equities		~~959~~970,~~778~~293			~~937~~947,~~126~~141
Accumulated other comprehensive loss		(61151,~~052~~609	)		(61150,~~931~~277	)
Retained earnings		~~194~~196,~~418~~740			~~137~~178,~~440~~377
Total equities		1,094,788			1,014,336
Total Land O’Lakes, Inc. equity		1,017,021			976,852
Total liabilities and equities	$	4,202,180		$	4,419,195
Noncontrolling interests		14,296			18,922
Total equities		1,031,317			995,774
Total liabilities and equities	$	4,556,578		$	4,981,312

See accompanying notes to consolidated financial statements.

LAND O’LAKES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2008			2007			2008			2007
	2009			2008
				(Restated)						(Restated)
	($ in thousands)
	($ in thousands)
Net sales	$	2,947,314		$	3,256,999
Net sales	$	2,783,930		$	2,134,573		$	9,368,794		$	6,338,872
Cost of sales		2,687,270			3,006,292
Cost of sales		2,547,330			1,974,229			8,569,999			5,771,562
Gross profit		260,044			250,707
Gross profit		236,600			160,344			798,795			567,310
Selling, general and administrative		163,273			167,579
Selling, general and administrative		204,642			159,187			562,330			449,040
Restructuring and impairment charges		297			53
Restructuring and impairment		—			32			41			1,721
Earnings from operations		96,474			83,075
Gain on insurance settlement		(4,032	)		—			(4,032	)		(5,941	)
Interest expense, net		13,198			17,135
Earnings from operations		35,990			1,125			240,456			122,490
Other (income) expense, net		(2,387	)		12
Interest expense, net		15,369			10,339			48,091			34,059
Equity in losses (earnings) of affiliated companies		7,164			(4,102	)
Other (income) expense, net		—			(9,383	)		12			(37,679	)
Earnings before income taxes		78,499			70,030
Equity in earnings of affiliated companies		(13,541	)		(10,317	)		(38,099	)		(31,313	)
Income tax (benefit) expense		(1,225	)		6,922
Minority interest in earnings of subsidiaries		3,870			286			15,553			872
Net earnings		79,724			63,108
Earnings before income taxes		30,292			10,200			214,899			156,551
Less: net (loss) earnings attributable to noncontrolling interests		(2,966	)		1,825
Income tax expense		1,730			7,111			22,269			21,334
Net earnings attributable to Land O’Lakes, Inc.	$	82,690		$	61,283
Net earnings	$	28,562		$	3,089		$	192,630		$	135,217
Applied to:
Applied to:
Member equities
Member equities
Allocated patronage	$	77,673		$	47,841
Allocated patronage	$	5,698		$	(2,069	)	$	133,835		$	98,792
Deferred equities		(13,159	)		(4,963	)
Deferred equities		(1,893	)		(206	)		679			4,678
		64,514			42,878
		3,805			(2,275	)		134,514			103,470
Retained earnings		18,176			18,405
Retained earnings		24,757			5,364			58,116			31,747
	$	82,690		$	61,283
	$	28,562		$	3,089		$	192,630		$	135,217

See accompanying notes to consolidated financial statements.

LAND O’LAKES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2008			2007
	2009			2008
				(Restated)
	($ in thousands)
Cash flows from operating activities:
Net earnings	$	192,630		$	135,217
Net earnings attributable to Land O’Lakes, Inc.	$	82,690		$	61,283
Adjustments to reconcile net earnings to net cash used by operating activities:
Adjustments to reconcile net earnings attributable to Land O’Lakes, Inc. to net cash used by operating activities:
Depreciation and amortization		6721,~~776~~095			6222,~~579~~146
Amortization of deferred financing costs		~~3,413~~601			~~2,272~~525
Bad debt expense		5,731			2,513
Bad debt (recovery) expense		(944	)		986
Proceeds from patronage revolvement received		~~1,777~~119			31,~~133~~560
Non-cash patronage income		(~~4,177~~225	)		(1,~~462~~331	)
Insurance recovery – business interruption		—			4,551
Deferred income tax benefit		(2,819	)		(14,631	)
Deferred income tax benefit		(20,707	)		(31,139	)
Increase in other assets		(1,279	)		(948	)
Increase in other assets		(2,269	)		(2,057	)
Increase in other liabilities		8,806			5,725
Increase (decrease) in other liabilities		21,399			(715	)
Restructuring and impairment charges		297			53
Restructuring and impairment		41			1,721
(Gain) loss on sale of investment		(2,210	)		12
Gain on divestiture of businesses		—			(28,474	)
Gain on foreign currency exchange contracts on sale of investment		(177	)		—
Loss (gain) on sale of investments		12			(9,205	)
Equity in losses (earnings) of affiliated companies		7,164			(4,102	)
Gain on insurance settlement		(4,032	)		(5,941	)
Dividends from investments in affiliated companies		5,258			5,448
Equity in earnings of affiliated companies		(38,099	)		(31,313	)
Net (loss) earnings attributable to noncontrolling interests		(2,966	)		1,825
Dividends from investments in affiliated companies		32,652			27,020
Other		(3,449	)		(194	)
Minority interests		15,553			872
Other		(2,698	)		(218	)
Changes in current assets and liabilities, net of acquisitions and divestitures:
Receivables		(~~412~~352,~~580~~074	)		(~~185~~450,~~542~~627	)
Inventories		(~~102~~143,~~923~~808	)		(~~150~~112,~~118~~649	)
Prepaid assets and other current assets		810,792			305,855
Prepaids and other current assets		918,017			354,880
Accounts payable		15(112,~~011~~173	)		~~210~~205,~~550~~268
Customer advances		(~~933~~624,~~016~~071	)		(~~410~~429,~~611~~128	)
Accrued liabilities		~~154~~43,~~816~~299			6791,~~850~~283
Net cash used by operating activities		(~~198~~158,~~898~~849	)		(32262,~~662~~616	)
Cash flows from investing activities:
Additions to property, plant and equipment		(~~120~~36,~~533~~925	)		(6224,~~309~~316	)
Acquisitions, net of cash acquired		~~(9,040~~—	)		(26,~~930~~419	)
Investments in affiliates		(~~50,860~~415	)		(~~216~~50,~~555~~835	)
Distributions from investments in affiliated companies		~~8,824~~—			—4,448
Net settlement on repositioning investment in joint venture		—			(133,539	)
Proceeds from sale of investments		5,568			49
Net proceeds from divestiture of businesses		—			212,101
Proceeds from foreign currency exchange contracts on sale of investment		518			—
Proceeds from sale of investments		49			475
Proceeds from sale of property, plant and equipment		842			66
Proceeds from sale of property, plant and equipment		5,581			5,068
Insurance proceeds for replacement assets		4,415			—
Insurance proceeds for replacement assets		5,321			8,635
Change in notes receivable		262			(6,038	)
Change in notes receivable		(11,606	)		(18,193	)
Other		248			(476	)
Other		3,049			(606	)
Net cash used by investing activities		(25,487	)		(83,521	)
Net cash used by investing activities		(169,215	)		(207,853	)
Cash flows from financing activities:
Increase in short-term debt		~~388~~208,~~685~~181			~~282~~341,~~634~~931
Proceeds from issuance of long-term debt		~~496~~10			~~5,500~~666
Principal payments on long-term debt		(14,138	)		(36,856	)
Principal payments on long-term debt and capital lease obligations		(656	)		(12,693	)
Payments for redemption of member equities		(9418,~~896~~853	)		(3622,~~213~~161	)
Other		(381,676	)		(~~156~~36	)
Net cash provided by financing activities		~~280~~187,~~109~~006			~~214~~307,~~909~~707
Net decrease in cash and cash equivalents		(88,004	)		(25,606	)
Net increase (decrease) in cash and cash equivalents		2,670			(38,430	)
Cash and cash equivalents at beginning of the period		~~116~~30,~~839~~820			79116,~~707~~839
Cash and cash equivalents at end of the period	$	2833,~~835~~490		$	5478,~~101~~409
Supplementary Disclosure of Cash Flow Information
Cash paid during periods for:
Cash paid (received) during periods for:
Interest	$	4610,~~812~~715		$	3913,~~538~~691
Income taxes		57(15,~~541~~749	)		483,~~294~~170

See accompanying notes to consolidated financial statements.

LAND O’LAKES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands in tables)
(Unaudited)

1. Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of Land O’Lakes, Inc. (the “Company”) and wholly owned and majority-owned subsidiaries. The effects of intercompany transactions have been eliminated. The unaudited consolidated financial statements reflect, in the opinion of the Company’s management, 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 results of operations and cash flows for interim periods are not necessarily indicative of results for a full year because of, among other things, the seasonal nature of our businesses. 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. For further information, refer to the audited consolidated financial statements and footnotes for the year ended December 31, 2008 included in our Form 10-K.

~~Subsequent~~Certain toreclassifications ~~the~~have ~~filing~~been ofmade ~~the second quarter 2008 Form 10-Q, the Company became aware of previously undetected errors~~ to the consolidated ~~financial~~statement ~~statements related to the first and second quarters~~ of ~~2008.~~cash ~~The~~flows ~~Company’s~~for ~~management assessed~~ the three ~~materiality~~months ofended ~~the~~March 31, ~~errors~~2008 ~~in relation~~ to ~~prior~~conform ~~quarters~~ to ~~be immaterial and therefore corrected~~ the ~~errors~~2009 ~~within~~presentation. ~~the September 30~~Specifically, ~~2008~~a ~~consolidated financial statements~~$2.9 million ~~The~~change ~~effect~~in ofdeferred ~~correcting~~compensation ~~these~~balances ~~errors~~has ~~within~~been ~~the September 30,~~reclassified ~~2008~~from ~~consolidated~~financing ~~financial~~activities ~~statements resulted in a decrease~~ to ~~third quarter~~ ~~earnings~~operating ~~before income taxes of $6~~activities.~~5 million.~~

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). This statement provides a single definition of fair value, a framework for measuring fair value and expanded disclosures concerning fair value. SFAS 157 applies to other pronouncements that require or permit fair value measurements; it does not require any new fair value measurements. Effective January 1, 2008, the Company partially adopted SFAS 157, which did not have a material impact on the consolidated financial statements. Additionally, in February 2008, the FASB issued FASB Staff Positions (FSP) Financial Accounting Standard 157-1 (“FSP 157-1”) and 157-2 (“FSP 157-2”). FSP 157-1 ~~removes~~removed leasing from the scope of SFAS 157, and FSP 157-2 ~~delays~~delayed the effective date of SFAS 157 from January 1, 2008 to January 1, 2009 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). ~~The~~Effective January 1, 2009, the Company ~~does not~~adopted ~~expect~~the ~~these~~remaining ~~statements~~provisions of SFAS 157 relating to nonrecurring nonfinancial assets and liabilities in accordance with FSP 157-2, which did not have a material impact on ~~its~~the consolidated financial statements. ~~See~~ ~~Note 10 for further information.~~

In ~~September~~October ~~2006~~2008, the FASB issued ~~SFAS~~FASB Staff Position No. ~~158,~~157-3 ~~“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”~~ (“~~SFAS~~FSP ~~158~~157-3”)., ~~SFAS~~which ~~158 requires that employers recognize~~clarifies ~~on a prospective basis~~ the ~~funded~~application ~~status~~ of ~~their~~SFAS ~~defined~~157 ~~benefit pension and other postretirement plans~~ in ~~their consolidated balance sheets and recognize as~~ a ~~component~~market ofthat ~~other~~is ~~comprehensive income,~~not ~~net~~active ~~of income tax, the gains or losses~~ and ~~prior~~provides ~~service~~an ~~costs~~example orto ~~credits that arise during~~illustrate ~~the~~key ~~period~~considerations ~~but~~in ~~are~~determining ~~not recognized as components of net periodic benefit cost. SFAS 158 also requires~~ the ~~funded~~fair ~~status~~value of a ~~plan~~financial toasset bewhen ~~measured as of~~ the ~~date~~market offor ~~the year-end statement of~~that financial ~~position~~asset ~~and~~is ~~requires~~not ~~additional disclosures in the notes to consolidated financial statements~~active. ~~This~~FSP ~~pronouncement~~157-3 was ~~adopted~~ effective ~~December 31~~upon issuance, ~~2007.~~including ~~The~~all ~~measurement~~periods ~~date~~for ~~aspect~~which offinancial ~~the~~statements ~~pronouncement~~had isnot ~~effective~~been ~~for~~issued. ~~fiscal~~The ~~years~~Company ~~ending~~has ~~after~~adopted ~~December 15~~FSP 157-3, ~~2008~~which ~~and~~did ~~the~~not ~~Company~~have ~~adopted~~a ~~that~~material ~~provision~~impact ofon ~~SFAS~~the ~~158~~consolidated ~~effective~~financial ~~December 31, 2008~~statements.

In ~~February~~April ~~2007~~2009, the FASB issued ~~SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of~~ FASB ~~Statement~~Staff Position No. ~~115”~~157-4 (“~~SFAS~~FSP ~~159~~157-4”)., ~~This statement~~which provides additional ~~companies~~guidance anfor ~~option~~estimating tofair ~~measure,~~value atin ~~specified~~accordance ~~election~~with ~~dates,~~SFAS ~~many~~157 ~~financial instruments~~when the volume and ~~certain~~level of ~~other~~activity ~~items~~for atthe ~~fair~~asset ~~value~~or ~~that~~liability ~~are~~have ~~not~~significantly ~~currently~~decreased ~~measured~~and atalso ~~fair~~includes ~~value.~~guidance Aon ~~company~~identifying circumstances that ~~adopts~~indicate ~~SFAS~~a ~~159~~transaction ~~will~~is ~~report~~not ~~unrealized~~orderly. ~~gains~~FSP ~~and~~157-4 ~~losses~~is oneffective ~~items~~ for periods ~~which~~ending ~~the~~after ~~fair value~~June 15, ~~option~~2009 ~~has~~with ~~been~~early ~~elected~~adoption inpermitted ~~earnings~~for atperiods ~~each~~ending ~~subsequent~~after ~~reporting date~~March 15, 2009. ~~This~~At ~~statement~~initial ~~also establishes~~adoption, ~~presentation~~application ~~and~~of ~~disclosure~~the ~~requirements~~FSP ~~designed~~would tonot ~~facilitate~~be ~~comparisons~~required ~~between entities~~for ~~that~~earlier ~~choose~~periods ~~different~~that are ~~measurement~~presented ~~attributes~~ for ~~similar~~comparative ~~types~~purposes. ofThe ~~assets~~Company ~~and~~will ~~liabilities. SFAS~~adopt ~~159~~FSP ~~became~~157-4 ~~effective~~as ~~January~~of June 130, ~~2008~~2009 and does ~~the~~not ~~Company~~expect ~~has~~this ~~elected~~statement ~~not~~ to ~~measure~~have ~~any~~a ~~financial instruments~~material orimpact ~~certain~~on ~~other~~its ~~items~~consolidated atfinancial ~~fair value~~statements.

In ~~April~~December 2007, the FASB issued ~~Staff~~SFAS ~~Position~~ No. ~~FIN 39-1~~141(R), “~~Amendment~~Business ~~of FASB Interpretation No. 39~~Combinations” (“~~FIN~~SFAS ~~39-1~~141(R)”). SFAS ~~FIN~~141(R) ~~39-1~~requires ~~permits~~most ~~companies~~identifiable ~~that~~assets, ~~enter~~liabilities, ~~into~~noncontrolling ~~master~~interests ~~netting~~and ~~arrangements to~~goodwill ~~offset~~acquired ~~fair~~in ~~value~~a ~~amounts~~business ~~recognized~~combination ~~for derivative instruments against the right~~ to ~~reclaim~~be ~~cash collateral~~recorded orat ~~obligation~~“full tofair ~~return cash collateral~~value.” The ~~Company~~statement ~~has~~applies ~~master netting arrangements for~~to ~~its~~all ~~exchange~~business ~~traded~~combinations, ~~futures~~including ~~and~~combinations ~~options~~among ~~contracts~~mutual enterprises. ~~When~~SFAS ~~the~~141(R) ~~Company enters into a futures or~~requires ~~options~~all ~~contract,~~business ancombinations ~~initial~~to ~~margin deposit may~~ be ~~required~~accounted for by applying the ~~broker.~~acquisition ~~The~~method ~~amount~~and ofwas ~~the margin~~effective ~~deposit~~for ~~varies~~periods bybeginning ~~commodity.~~on Ifor ~~the~~after ~~market~~December 15, ~~price~~2008, ofwith aearly ~~futures~~adoption orprohibited. ~~options~~The ~~contract moves in a~~Company ~~direction~~adopted ~~that~~SFAS is141(R) ~~adverse~~prospectively tofor ~~the~~all ~~Company’s~~business ~~position,~~combinations anwhere ~~additional~~the ~~margin~~acquisition ~~deposit,~~date ~~called a maintenance margin,~~ is ~~required. Upon adoption of FIN 39-1~~ on or after January 1, ~~2008,~~2009 ~~the~~and ~~Company~~has ~~did~~ceased ~~not change~~amortizing ~~its~~goodwill ~~accounting~~created ~~policy~~as ofa ~~not~~result ~~offsetting~~of ~~fair~~business combinations ~~value~~between ~~amounts~~mutual ~~recognized~~enterprises. ~~for~~The ~~derivative instruments~~impact ~~under~~of ~~master~~amortization ~~netting~~of ~~arrangements~~goodwill ~~with~~on the ~~right to reclaim cash collateral or~~consolidated ~~obligation~~financial tostatements ~~return~~was ~~cash collateral~~$7.9 million ~~The~~and ~~adoption~~$7.7 million offor ~~FIN~~the ~~39-1~~years ~~did~~ended ~~not~~December 31, ~~have~~2008 ~~an impact on the Company’s financial~~and ~~position~~2007, ~~results~~respectively. ofSee ~~operations~~Note or6 ~~cash~~for ~~flows~~further information.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment to ARB No. 51” (“SFAS 160”). The objective of this statement is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires the reclassification of noncontrolling interests, also referred to as minority interest, to the equity section of the consolidated balance sheet presented upon adoption.

InMinority ~~December 2007,~~interest ~~the~~expense ~~FASB~~is ~~issued~~no ~~SFAS~~longer separately ~~No. 141(R),~~reported ~~“Business~~as ~~Combinations”~~a ~~(“SFAS~~reduction ~~141(R)”). SFAS~~to ~~141(R)~~net ~~requires~~income ~~most~~on ~~identifiable~~the ~~assets,~~consolidated ~~liabilities,~~income ~~noncontrolling interests~~statement, ~~and~~but ~~goodwill~~is ~~acquired~~instead inshown abelow ~~business~~net ~~combination~~income tounder bethe ~~recorded~~heading at “~~full~~net ~~fair~~(loss) earnings ~~value~~attributable to noncontrolling interests.” ~~The~~Total ~~statement~~provision ~~applies~~for ~~to all~~income ~~business~~taxes ~~combinations~~remains unchanged; however, ~~including~~the Company’s ~~combinations~~effective ~~among~~tax ~~mutual~~rate ~~enterprises.~~as ~~SFAS~~calculated ~~141(R)~~from ~~requires all~~the ~~business~~balances ~~combinations~~shown toon bethe ~~accounted~~consolidated ~~for~~income statement byhas ~~applying~~changed ~~the~~as ~~acquisition~~net ~~method~~income ~~and~~(loss) attributable isto ~~effective for~~noncontrolling ~~periods~~interests ~~beginning~~is onno orlonger included ~~after~~in ~~December 15,~~the ~~2008,~~determination ~~with~~of ~~early~~income ~~adoption~~from ~~prohibited~~continuing operations. ~~The~~This ~~Company~~pronouncement was ~~will~~effective ~~adopt~~for ~~SFAS~~fiscal ~~141(R)~~years ~~prospectively~~beginning ~~for~~after ~~all~~December 15, ~~business~~2008. ~~combinations~~The ~~where~~Company ~~the~~adopted ~~acquisition~~SFAS ~~date~~160 isas onof ~~or after~~ January 1, 2009 and ~~will~~changed ~~cease~~the ~~amortizing~~presentation ~~goodwill~~of ~~created~~its asnoncontrolling ainterests ~~result~~in ofcompliance ~~business~~with ~~combinations~~this ~~between mutual enterprises~~pronouncement.

In December 2007, the FASB ~~issued~~ratified ~~SFAS~~Emerging ~~No. 160,~~Issues ~~“Noncontrolling~~Task ~~Interests~~Force in(“EITF”) ~~Consolidated Financial~~Issue ~~Statements – An Amendment to ARB~~ No. 5107-1, “Accounting for Collaborative Arrangements” (“~~SFAS~~EITF ~~160~~07-1”)., ~~The~~which ~~objective~~defines ofcollaborative ~~this statement~~arrangements isand toestablishes ~~improve~~reporting ~~the~~requirements ~~relevance,~~for ~~comparability~~transactions ~~and~~between ~~transparency~~participants ofin ~~the financial information that~~ a collaborative ~~reporting~~arrangement ~~entity~~and ~~provides~~between participants in ~~its~~the ~~consolidated~~arrangement ~~financial~~and ~~statements~~third byparties. ~~establishing~~EITF ~~accounting~~07-1 ~~and~~also ~~reporting~~establishes ~~standards for~~ the ~~noncontrolling~~appropriate ~~interest~~income instatement apresentation ~~subsidiary~~ and classification for ~~the~~joint ~~deconsolidation of~~operating aactivities ~~subsidiary.~~and ~~SFAS~~payments ~~160~~between ~~requires the reclassification of noncontrolling interests~~participants, ~~also~~as ~~referred~~well to as ~~minority interest, to~~ the ~~equity~~sufficiency ~~section~~ of the ~~consolidated~~disclosures ~~balance~~related to ~~sheet~~these ~~presented upon adoption~~arrangements. ~~This~~EITF ~~pronouncement~~07-1 iswas effective for fiscal years beginning after December 15, 2008. EITF ~~The~~07-1 shall be applied using a modified version of retrospective transition for those ~~Company~~arrangements ~~will~~in ~~adopt~~place ~~SFAS~~at ~~160~~the effective date. The Company adopted EITF 07-1 as of January 1, 2009, which ~~and~~did ~~does~~ not ~~expect this statement to~~ have a material impact on ~~its~~the consolidated financial statements.

In ~~December~~March ~~2007~~2008, the FASB ~~ratified~~issued ~~EITF~~SFAS ~~Issue~~ No. ~~07-1~~161, “~~Accounting~~Disclosures ~~for~~About ~~Collaborative Arrangements”~~Derivative ~~(“EITF~~Instruments ~~07-1”), which defines collaborative arrangements~~ and ~~establishes reporting~~ ~~requirements~~Hedging ~~for~~Activities ~~transactions~~– ~~between~~An ~~participants~~Amendment into aFASB ~~collaborative~~Statement ~~arrangement~~No. 133” ~~and~~(“SFAS ~~between participants~~161”), inwhich ~~the~~expands ~~arrangement~~ quarterly and ~~third~~annual ~~parties.~~FASB ~~EITF~~133 ~~07-1~~disclosure ~~also~~requirements ~~establishes~~regarding ~~the~~an ~~appropriate income~~entity’s ~~statement~~derivative ~~presentation~~instruments and ~~classification for joint operating activities and payments~~ ~~between~~hedging ~~participants, as well as the sufficiency of the disclosures related to these arrangements~~activities. ~~EITF~~ ~~07-1~~SFAS is161 was effective for fiscal years beginning after ~~December~~November 15, 2008. ~~EITF 07-1 shall be~~The ~~applied~~Company ~~using~~adopted aSFAS ~~modified~~161 ~~version~~as of ~~retrospective~~January 1, ~~transition~~2009 ~~for~~and ~~those~~expanded ~~arrangements~~disclosures inregarding ~~place~~its ~~at the~~derivative ~~effective~~instruments ~~date.~~and ~~The~~hedging ~~Company~~activities ~~will~~in ~~adopt~~the ~~EITF~~consolidated ~~07-1~~financial asstatements. ofSee ~~January 1,~~Note ~~2009,~~10 ~~and does not expect this~~for ~~statement~~additional todisclosures ~~have~~as arequired ~~material~~by ~~impact~~SFAS ~~on its consolidated financial statements~~161.

In ~~March~~April 2008, the FASB issued ~~SFAS~~FASB Staff Position No. ~~161~~142-3, “~~Disclosures~~Determination ~~About~~of ~~Derivative~~the ~~Instruments~~Useful Life ~~and~~of Intangible Assets” (“FSP 142-3”), which amends the factors that should be considered in ~~Hedging~~developing ~~Activities~~renewal –or anextension ~~amendment~~assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. ~~133”~~142, (“~~SFAS~~Goodwill ~~161”),~~and ~~which~~Other ~~expands~~Intangible ~~quarterly~~Assets.” This ~~and~~pronouncement ~~annual~~requires ~~FASB~~enhanced ~~133~~disclosures ~~disclosure~~concerning ~~requirements~~a ~~regarding an entity~~company’s ~~derivative~~treatment ~~instruments~~of ~~and~~costs incurred to ~~hedging~~renew ~~activities~~or extend the term of a recognized intangible asset. ~~SFAS~~FSP ~~161~~142-3 iswas effective for fiscal years beginning after ~~November~~December 15, 2008. The Company ~~will~~adopted ~~adopt~~FSP ~~SFAS~~142-3 ~~161~~ as of January 1, 2009, ~~and~~which ~~does~~ did not ~~expect this statement to~~ have a material impact on ~~its~~the consolidated financial statements.

In ~~April~~October 2008, the FASB issued ~~FASB~~EITF ~~Staff~~Issue ~~Position~~ No. ~~142~~08-36, “~~Determination~~Equity ofMethod ~~the~~Investment ~~Useful~~Accounting ~~Life of Intangible Assets~~Considerations” (“~~FSP~~EITF ~~142~~08-36”),. ~~which~~The ~~amends~~objective ~~the~~of ~~factors~~this ~~that~~issue ~~should~~is beto ~~considered~~clarify ~~in developing~~how ~~renewal or extension assumptions used~~ to ~~determine~~account ~~the useful life of a recognized~~for ~~intangible~~certain ~~asset~~transactions ~~under~~involving ~~FASB~~equity ~~Statement~~method ~~No. 142~~investments, ~~“Goodwill~~including ~~and~~how ~~Other~~the ~~Intangible~~initial ~~Assets.”~~carrying ~~This~~value ~~pronouncement requires enhanced disclosures concerning a company’s treatment~~ of ~~costs~~an ~~incurred~~equity ~~to renew~~method orinvestment ~~extend~~should ~~the~~be ~~term of a recognized intangible asset~~determined. ~~FSP 142-3 is effective for fiscal years beginning after December 15, 2008.~~ The Company ~~will~~adopted ~~adopt~~EITF ~~FSP 142~~08-36 as of January 1, 2009, ~~and~~which ~~does~~ did not ~~expect it to~~ have a material impact on ~~its~~the consolidated financial statements.

In ~~October~~December 2008, the FASB issued ~~EITF~~FASB ~~Issue~~Staff Position No. 08132 (R)-61, “~~Equity~~Employers’ ~~Method~~Disclosures about ~~Investment~~Pensions ~~Accounting Considerations~~and Other Postretirement Benefits” (“~~EITF~~FSP 08132 (R)-61”)~~. The~~, ~~objective~~which ofrequires ~~this~~that ~~issue~~an employer isdisclose tothe ~~clarify~~following information about the fair value of plan assets: 1) how investment allocation decisions are made, including the factors that are pertinent to ~~account~~understanding ~~for~~investment ~~certain~~policies ~~transactions~~and ~~involving~~strategies; ~~equity~~2) ~~method~~the ~~investments,~~major ~~including~~categories ~~how~~of plan assets; 3) the ~~initial~~inputs ~~carrying~~and ~~value~~valuation techniques used to measure the fair value of anplan ~~equity~~assets; ~~method~~4) ~~investment~~the ~~should~~effect beof ~~determined~~fair value measurements using significant unobservable inputs on changes in plan assets for the period; and 5) significant concentrations of risk within plan assets. ~~EITF~~ ~~08-6~~This isFSP will be effective asfor offiscal ~~January~~years ending after December 115, 2009, ~~and~~ ~~the~~with ~~Company~~early ~~does~~application permitted. At initial adoption, application of the FSP would not ~~expect~~be required for earlier periods that are presented for comparative purposes. The adoption of this ~~statement~~FSP toin ~~have~~2009 awill ~~material~~increase ~~impact~~the ondisclosures ~~its~~within the Company’s consolidated ~~financial~~ financial statements related to the assets of its defined benefit pension and other postretirement benefit plans.

In ~~December~~April ~~2008~~2009, the FASB issued FASB Staff Position No. ~~132~~107-1 ~~(R)~~and APB 28-1, “~~Employers’ Disclosures~~Interim Disclosures about ~~Pensions~~Fair ~~and~~Value ~~Other~~of ~~Postretirement~~Financial ~~Benefits~~Instruments” (“FSP ~~132 (R)~~107-1~~”),~~ and ~~requires~~APB ~~that an employer disclose the following information about the fair value of plan assets:~~ 28-1”) ~~how investment allocation decisions are made~~, ~~including~~which ~~the factors that are pertinent to understanding investment~~require ~~policies~~disclosures ~~and~~about ~~strategies; 2) the major categories of plan assets; 3) the inputs and valuation techniques used to measure the~~ fair value of ~~plan~~financial ~~assets;~~instruments 4)for ~~the~~interim ~~effect~~reporting periods of ~~fair value measurements~~publicly ~~using~~traded ~~significant~~companies ~~unobservable~~as ~~inputs~~well onas ~~changes~~ in ~~plan~~annual ~~assets~~financial ~~for~~statements. ~~the~~FSP ~~period;~~107-1 and 5)APB ~~significant concentrations~~28-1 ofare ~~risk~~effective for ~~within~~periods ~~plan~~ending ~~assets.~~after ~~This~~June 15, ~~FSP~~2009 ~~will~~with beearly ~~effective~~adoption permitted for ~~fiscal~~periods ~~years~~ ending after March ~~December~~ 15, 2009~~, with early application permitted~~. At initial adoption, application of the FSP would not be required for earlier periods that are presented for comparative purposes. The ~~adoption of~~Company ~~this~~will adopt FSP in107-1 and APB 28-1 as of June 30, 2009 and will ~~increase~~include the disclosures within the Company’s consolidated financial statements related to the ~~assets~~fair value of ~~its~~financial ~~defined~~instruments ~~benefit~~as ~~pension~~of ~~and~~interim ~~other~~reporting ~~postretirement benefit plans~~periods.

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. Significant estimates include, but are not limited to, allowance for doubtful accounts, sales returns and allowances, vendor rebates receivable, asset impairments, valuation of goodwill and unamortized other intangible assets, tax contingency reserves, deferred tax valuation allowances, trade promotion and consumer incentives, and assumptions related to pension and other post-retirement plans.

~~Actual results could differ from those estimates~~2. ~~Significant~~ ~~estimates~~Business ~~include, but are not limited to, allowance for doubtful accounts, sales~~Combinations returns and allowances, vendor rebates receivable, asset impairments, valuation of goodwill and unamortized other intangible assets, tax contingency reserves, deferred tax valuation allowances, trade promotion and consumer incentives, and assumptions related to pension and other post-retirement plans.

2.2009 ~~Adjustment and Restatement of Prior Years’ Consolidated Financial Statements~~Acquisitions

~~MoArk~~ In January 2009, Feed contributed $0.3 million in cash to create a 50/50 joint venture with Ceres Solutions LLP to form Superior Feed Solutions, LLC. ~~Adjustment~~The joint venture is accounted for under the equity method of ~~Financial~~accounting ~~Results~~as of and for the three months ended March 31, 2009.

~~On August 8,~~ 2008, ~~the Company determined that its Annual Report on Form 10-K for the year~~Acquisitions ~~ended December 31, 2007, contained an error. The error related to a material error in the~~ consolidated financial statements of MoArk, LLC (“MoArk”), a wholly owned consolidated subsidiary of the Company, which were included in the Company’s Form 10-K. MoArk’s accounting treatment applied to a real estate transaction during the 2005 fiscal year resulted in overstated net earnings of $3.9 million. The Company’s Audit Committee and its management discussed and consulted with KPMG LLP (“KPMG”), the Company’s and MoArk’s registered independent public accounting firm, with respect to this matter. MoArk’s management also discussed this matter with its predecessor independent public accounting firm, Moore Stephens Frost (“MSF”), since MSF provided the auditors’ report on MoArk’s 2005 audited consolidated financial statements referenced by KPMG in KPMG’s auditors’ report on the Company’s 2005 consolidated financial statements. MSF has not issued an auditors’ report on MoArk’s restated 2005 financial statements. Accordingly, KPMG withdrew its auditors’ report on the Company’s 2005 to 2007 consolidated financial statements since KPMG was no longer able to reference MSF’s auditors’ report on MoArk’s audited financial statements. As a result of these actions, the Company’s Audit Committee concluded that the Company’s 2007 Form 10-K should not be relied on. The Audit Committee also concluded that, despite the material error contained in MoArk’s 2005 financial statements, the Company’s 2005 consolidated financial statements and its consolidated financial statements for periods thereafter would not be materially impacted by the accounting error, nor would there be any impact on the Company’s or MoArk’s cash flows.

OnIn ~~November 10,~~January ~~2008,~~and ~~KPMG~~February ~~informed~~of ~~the~~2008, ~~Company~~Agriliance ~~that~~LLC it(“Agriliance”) ~~was~~a ~~unable~~50%-owned tojoint ~~complete~~venture ~~its~~along with ~~audit~~United ~~of MoArk’s~~Country ~~stand-alone~~Brands, ~~financial~~LLC ~~statements~~(a ~~for~~wholly ~~the~~owned ~~2005~~subsidiary toof ~~2007~~CHS ~~periods~~Inc. ~~KPMG~~(“CHS”)), ~~noted~~distributed ~~that MoArk’s~~its ~~books~~interest ~~and~~in ~~records~~four ~~were~~agronomy ~~incomplete,~~joint ~~primarily~~ventures ~~with respect~~ to the ~~original~~Company ~~capital~~and ~~contributions made~~CHS, ~~during~~and the ~~formation~~Company ofacquired ~~MoArk~~from ~~and~~CHS its ~~subsequent~~partial ~~purchase~~interest ~~price~~in ~~allocations related to~~ the ~~acquisitions~~ ~~completed~~joint byventures ~~MoArk~~for ~~and~~a ~~its~~total ~~subsidiaries~~cash ~~during~~payment ~~the~~of ~~fiscal years 2000 to 2002~~$8.3 million ~~Without~~representing ~~adequate books and records, KPMG informed~~ the ~~Company~~net ~~that~~book itvalue ~~was unable to perform adequate audit procedures related to certain~~ of ~~MoArk’s~~these ~~transactions in accounts, including, but not limited to, goodwill and working capital balances~~investments.

To rectify the situation, MoArk and the Company worked to reconstruct MoArk’s 2000 through 2002 financial statements and to properly account for the original capital contributions and for the acquisitions noted above. MoArk and the Company’s management have undertaken a valuation of certain long-lived assets and liabilities with respect to the original capital contributions and subsequent acquisitions made by MoArk from 2000 to 2002, when MoArk was a non-consolidated joint venture. Additionally, management determined the fair value of the Company’s acquisition of the remaining 42.5% of MoArk in January 2006, which subsequently affected amounts recorded for MoArk’s divestiture of its egg products business in June 2006 and MoArk’s impairment of its shell egg business in the second half of 2006. As a result of these efforts, the Company has corrected these fair value purchase price allocations, the gain on sale of its liquid egg operations, and shell egg impairment in its consolidated financial statements from fiscal year 2000 and forward. In preparing these fair value estimates, the Company’s management, among other things, consulted an independent advisor. The Company also recorded the 2005 real estate transaction in accordance with Statement of Financial Accounting Standard No. 98 “Accounting for Leases” by treating the proceeds received as a financing transaction. Although the consolidated financial statements for quarterly periods ended September 30, 2007, June 30, 2007 and March 31, 2007, and for the annual period ended December 31, 2007 were not considered materially misstated due to the MoArk errors, the financial results for the year ending December 31, 2006 was deemed materially misstated. Accordingly, the consolidated financial statements for the year ended December 31, 2006 have been restated. As a result of correcting these errors, the Company was required to record an additional $15.7 million goodwill impairment charge, net of income taxes, for the year ending December 31, 2006. A $17.8 million cumulative adjustment to reduce retained earnings at December 31, 2007 has been recorded in the consolidated balance sheet contained herein to reflect the aggregate impact of the corrections to retained earnings for the years 2000 through 2007. As a result of the goodwill impairment in the second half of 2006 and fair value adjustments for purchase accounting in the periods from 2000 through 2006, MoArk’s remaining goodwill, which is reflected in the Company’s Layers segment, decreased $37.3 million to $21.0 million as of December 31, 2007.

The impact to the consolidated statements of operations for the three and nine months ended September 30, 2007 as a result of the MoArk corrections was a $2.2 million reduction to net earnings. The decrease was primarily due to additional depreciation, amortization and interest expense from the purchase price allocations in the periods from 2000 through 2006. The impact to the consolidated balance sheet as of December 31, 2007 was primarily a reduction to goodwill of $37.3 million, a reduction to total assets of $12.6 million, and a reduction to total equities of $17.8 million. These adjustments reflect fair value purchase price adjustments, the additional shell egg impairment, and the correction of the real estate accounting error discussed above. There was no impact to the Company’s total operating, investing or financing cash flows as a result of correcting for the MoArk errors, although individual captions within operating activities were corrected.

In addition, in this Form 10-Q, certain reclassifications have been made to the 2007 consolidated financial statements to conform to the 2008 presentation. Specifically, liabilities for deferred compensation plans of $21.3 million and $2.1 million have been reclassified from long-term debt and current portion of long-term debt to employee benefits and other liabilities and accrued liabilities, respectively. The Company has reflected these changes in the December 31, 2007 consolidated balance sheet and the nine month period ended September 30, 2007 consolidated statement of cash flows. These reclassifications had no effect on the total assets, total liabilities or total equities in the December 31, 2007 consolidated balance sheet. Also, a $2.1 million change in deferred compensation balances has been reclassified from financing activities to operating activities in the 2007 consolidated statement of cash flows. These reclassifications had no effect on previously reported gross profit or net earnings.

The MoArk adjustments and the reclassification of the deferred compensation plan balances as described above have been reflected in the December 31, 2007 consolidated balance sheet as follows:

	Previously
	Reported		Effect of			Adjusted
	2007		Adjustment			2007
Total current assets	$	3,020,272	$	1,627		$	3,021,899
Investments		303,978		35			304,013
Property, plant and equipment, net		551,752		13,541			565,293
Goodwill, net		318,224		(37,282	)		280,942
Other intangibles, net		119,167		5,837			125,004
Other assets		118,438		3,606			122,044
Total assets		4,431,831		(12,636	)		4,419,195
Total current liabilities		2,579,486		1,845			2,581,331
Long-term debt		611,602		(24,693	)		586,909
Employee benefits and other liabilities		202,400		28,044			230,444
Retained earnings		155,272		(17,832	)		137,440
Total equities		1,032,168		(17,832	)		1,014,336
Total liabilities and equities		4,431,831		(12,636	)		4,419,195

Agriliance Restatement of Financial Results

In March 2008, the Company became aware of previously undetected misstatements within the financial statements of Agriliance LLC (“Agriliance”), a 50%-owned joint venture. The Company accounts for its investment in Agriliance under the equity method of accounting. For Agriliance’s years ended August 31, 2003 through 2007, Agriliance misapplied Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (“EITF 02-16”). Agriliance estimated vendor rebates earned for certain vendor programs based on, among other things, long-term agreements, prior historical rebate amounts and current negotiations with vendors, and then recorded the rebates throughout the program year as product was purchased and/or sold. Certain of these arrangements with vendors were not executed until various times during the vendor’s crop year program. In accordance with EITF 02-16, rebates are to be recorded as earned when evidence of a binding arrangement exists (which in most cases is either a signed agreement between the Company and the vendor or published vendor rebate programs) or in the absence of such arrangements, when cash is received.

Agriliance restated its financial statements for the periods in which the misstatements occurred. Although Land O’Lakes consolidated annual financial statements for the periods ended December 31, 2007, 2006 and 2005 were not considered materially misstated during the periods in which the misstatements occurred, the Company’s quarterly financial results for the periods ending March 31, June 30, and September 30, 2007 and 2006, were deemed materially misstated. The Company has restated its quarterly operating results with respect to the misstatements for the three months ended March 31, 2007 in its Form 10-Q for the period ended March 31, 2008, has restated its quarterly operating results with respect to the misstatements for the three and six months ended June 30, 2007 in its Form 10-Q for the period ended June 30, 2008 and has restated its quarterly operating results with respect to the misstatements for the three and nine months ended September 30, 2007 in this Form 10-Q. The effect of the restatement is to adjust vendor rebates recognized through cost of sales for the Company’s crop protection products business and also to recognize its share of vendor rebate adjustments for its 50% ownership interest in Agriliance, which is reflected through equity in earnings of affiliated companies.

Immaterial adjustments to the Company’s annual consolidated financial statements related to recording its share of Agriliance’s misstatements were presented in the Company’s Form 10-K for the year ended December 31, 2007. The misstatements had no impact on the Company’s cash flows.

The effects of the adjustments and restatement on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2007 are as follows:

	For the three months ended September 30,
	Previously			Effect of			Effect of
	Reported			MoArk			Agriliance			Restated
	2007			Adjustments			Restatement			2007
Cost of sales	$	1,967,905		$	1,944		$	4,380		$	1,974,229
Gross profit		166,668			(1,944	)		(4,380	)		160,344
Selling, general and administrative		158,194			993			—			159,187
Earnings from operations		8,442			(2,937	)		(4,380	)		1,125
Interest expense, net		9,794			545			—			10,339
Equity in losses (earnings) of affiliated companies		7,075			—			(17,392	)		(10,317	)
Earnings before income taxes		670			(3,482	)		13,012			10,200
Income tax expense		3,466			(1,332	)		4,977			7,111
Net (loss) earnings		(2,796	)		(2,150	)		8,035			3,089

	For the nine months ended September 30,
	Previously			Effect of			Effect of
	Reported			MoArk			Agriliance			Restated
	2007			Adjustments			Restatement			2007
Cost of sales	$	5,765,238		$	1,944		$	4,380		$	5,771,562
Gross profit		573,634			(1,944	)		(4,380	)		567,310
Selling, general and administrative		448,047			993			—			449,040
Earnings from operations		129,807			(2,937	)		(4,380	)		122,490
Interest expense, net		33,514			545			—			34,059
Equity in losses (earnings) of affiliated companies		(58,044	)		—			26,731			(31,313	)
Earnings before income taxes		191,144			(3,482	)		(31,111	)		156,551
Income tax expense		34,566			(1,332	)		(11,900	)		21,334
Net (loss) earnings		156,578			(2,150	)		(19,211	)		135,217

The effects of the adjustments and restatement on the Company’s consolidated statement of cash flows for the nine months ended September 30, 2007 are as follows:

	For the nine months ended September 30
	Previously			Effect of			Effect of
	Reported			MoArk			Agriliance			Restated
	2007			Adjustments			Restatement			2007
Net earnings	$	156,578		$	(2,150	)	$	(19,211	)	$	135,217
Depreciation and amortization		61,514			1,065			—			62,579
Amortization of deferred financing costs		1,727			545			—			2,272
Bad debt expense		2,334			179			—			2,513
Deferred income tax benefit		(17,907	)		(1,332	)		(11,900	)		(31,139	)
Equity in earnings of affiliated companies		(58,044	)		—			26,731			(31,313	)
Change in receivables		(190,021	)		99			4,380			(185,542	)
Change in prepaid assets and other current assets		305,287			568			—			305,855
Change in accrued expenses		66,824			1,026			—			67,850

3. Receivables

A summary of receivables is as follows:

	September 30,			December 31,
	March 31,			December 31,
	2008			2007
	2009			2008
Trade accounts	$	~~954~~1,~~737~~072,885		$	~~834~~846,~~070~~794
Notes and contracts		9987,~~049~~886			9289,~~207~~736
Vendor rebates		~~284~~168,~~489~~022			2657,~~050~~007
Other		~~105~~136,~~039~~568			68130,~~729~~591
		1,443,314			1,021,056
		1,465,361			1,124,128
Less allowance for doubtful accounts		(2219,~~407~~669	)		(1419,~~125~~867	)
Total receivables, net	$	1,~~420~~445,~~907~~692		$	1,~~006~~104,~~931~~261

A substantial portion of the Company’s receivables is concentrated in agriculture as well as in the wholesale and retail food industries. Collection of 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.

The Company operates a wholly owned subsidiary that provides operating loans and facility financing to farmers and livestock producers, which are fully collateralized by the real estate, equipment and livestock of their farming operations. These loans, which relate primarily to dairy, swine, cattle and other livestock production ~~and are secured by real estate~~, ~~equipment and livestock,~~ are presented as notes and contracts for the current portion and as other assets for the non-current portion. Total notes and contracts were $~~139~~138.2 8 million at ~~September~~March 3031, ~~2008~~2009 and $~~126~~139.27 million at December 31, ~~2007~~2008 of which $8279.15 million and $7582.4 1 million, respectively, was the current portion included in the table above.

Vendor rebate receivables are primarily generated ~~from~~as ~~purchases~~a result of seed and chemical purchases. ~~Rebate~~ These receivables can vary significantly ~~quarter~~period ~~over~~to ~~quarter~~period ~~due~~based toon ~~the~~a ~~timing~~number of ~~recording~~factors, ~~estimated~~including, ~~rebates~~but not limited to, specific terms and conditions set forth in ~~accordance~~the ~~with~~underlying ~~EITF~~agreements, ~~02-16~~the timing of when such agreements become binding arrangements, and the timing of cash receipts.

Other receivables include margin receivables from commodity brokers on open derivative instruments, interest and expected insurance settlements.

4. Inventories

A summary of inventories is as follows:

	September 30,		December 31,
	March 31,		December 31,
	2008		2007
	2009		2008
Raw materials	$	~~224~~212,~~518~~251	$	~~190~~217,~~586~~087
Work in process		2,~~542~~139		51,~~058~~639
Finished goods		~~862~~1,~~824~~013,396		~~768~~865,~~871~~252
Total inventories	$	1,~~089~~227,~~884~~786	$	~~964~~1,~~515~~083,978

5. Investments

A summary of investments is as follows:

	September 30,		December 31,
	March 31,		December 31,
	2008		2007
	2009		2008
Agriliance LLC	$	~~186~~164,~~870~~500	$	~~150~~176,~~945~~191
Ag Processing Inc.		35,391		32,832
Advanced Food Products, LLC		31,842		33,870
Advanced Food Products, LLC		32,571		34,287
Ag Processing Inc.		31,072		31,858
Delta Egg Farm, LLC		1011,~~757~~878		711,~~614~~464
Universal Cooperatives, Inc.		7,908		7,802
Melrose Dairy Proteins, LLC		8,404		6,397
Melrose Dairy Proteins, LLC		7,538		3,856
Universal Cooperatives, Inc.		7,897		7,877
CoBank, ACB		45,~~892~~345		4,~~396~~892
Prairie Farms Dairy, Inc.		3,571		3,518
Pro-Pet, LLC		3,033		2,123
Agronomy Company of Canada Ltd.		—		21,909
Prairie Farms Dairy, Inc.		2,922		2,954
Other – principally cooperatives and joint ventures		40,412		36,854
Wilco-Winfield, LLC		2,373		3,131
Total investments	$	329,910	$	304,013
Other – principally cooperatives and joint ventures		32,260		33,730
Total investments	$	301,526	$	314,487

~~During~~Investments ~~the~~decreased ~~nine~~primarily ~~months~~due ~~ended~~to ~~September~~$11.7 ~~30,~~million ~~2008,~~of ~~the~~equity ~~Company~~losses ~~reclassified~~from ~~its~~the ~~Agronomy~~ Company’s 50% share of ~~Canada~~Agriliance, ~~Ltd.~~LLC ~~investment to assets held~~ for ~~sale presented as other current assets in~~ the ~~consolidated~~ ~~balance~~three ~~sheet.~~months ~~See~~ended ~~Note~~March 31, ~~19 for further information~~2009.

In February 2008, the Company and Golden Oval Eggs, LLC (“Golden Oval”) entered into an Amendment to Asset Purchase Agreement that modified certain terms and conditions of the sale of MoArk, LLC’s (“MoArk”) liquid egg operations to Golden Oval, including the cancellation of the principal amount owed under the note and the issuance of a warrant to the Company for the right to purchase 880,492 convertible preferred units. As of the date the warrant was issued, the Company determined that the underlying units had an insignificant fair value. In December 2008, Golden Oval announced that it entered into an agreement to sell substantially all of its assets. As of December 31, 2008, the Company held the warrant for the 880,492 convertible preferred units, which carried a preference upon liquidation of $11.357 per unit, and 697,350 Class A units. In February 2009, the Company notified Golden Oval that it intended to exercise the warrant prior to Golden Oval’s scheduled asset sale, noted above. The Company had the right, in its sole discretion, to convert to Class A units any preferred units it received upon exercise of its warrant. On March 2, 2009, in conjunction with Golden Oval’s planned sale of substantially all of its assets to Rembrandt Enterprises, Inc. (“Rembrandt”), the Company exercised its right to purchase 880,492 Class A Convertible Preferred Units (the “Preferred Units”) of Golden Oval. The Company also elected to convert the Preferred Units to an equal number of Golden Oval’s Class A Common Units. The sale of substantially all Golden Oval’s assets to Rembrandt closed as of March 30, 2009. Upon closing of the asset sale, the Company recorded a $6.4 million receivable and gain, which represents the preferred payment related to the 880,492 Preferred Units that were converted to Class A units in accordance with the terms of the warrant’s execution. The Company expects to receive an additional $6.0 million, approximately, of cash distributions from Golden Oval related to the asset sale in various amounts during 2009 and additional gain will be recorded at that time. Once these distributions are complete, all 1,577,842 Class A units held by the Company are expected to have no remaining value.

As of September 30, 2008, the Company had a 50-percent voting interest in numerous joint ventures, including Agriliance LLC. Summarized financial information for Agriliance LLC as of September 30, 2008 and December 31, 2007 and for the three and nine months ended September 30, 2008 and 2007 is as follows:

	For the three months ended		For the three months ended
	September 30,		September 30,
	2008		2007
Net sales	$	189,406	$	586,539
Gross profit		46,715		111,969
Net earnings		14,774		6,357

	For the nine months ended		For the nine months ended
	September 30,		September 30,
	2008		2007
Net sales	$	845,755	$	3,234,554
Gross profit		131,724		330,271
Net earnings		22,466		41,710

	September 30,		December 31,
	2008		2007
Current assets	$	474,505	$	696,332
Non-current assets		21,741		66,099
Current liabilities		110,113		426,674
Non-current liabilities		12,367		33,867
Total equity		373,766		301,890

For the nine months ended September 30, 2008, the Company and joint venture partner, CHS Inc. (“CHS”), each contributed $50.0 million to Agriliance LLC (“Agriliance”) for purposes of funding seasonal working capital requirements, since Agriliance’s credit facilities have been retired. In addition, Agriliance distributed $16.6 million of net assets to the Company and CHS, which consisted of partial interests in four joint ventures. The Company then purchased the net assets distributed to CHS for $8.3 million. See Note 16 for further information.

For the three and nine months ended September 30, 2008, the Company received a $20.0 million dividend distribution from Agriliance and for the nine months ended September 30, 2007, the Company received a $19.6 million dividend distribution from Agriliance.

For the three and nine months ended September 30, 2007, Agriliance recorded a $20.0 million impairment charge for the write-down of certain retail distribution assets to their estimated fair values.

6. Goodwill and Other Intangible Assets

Goodwill

The carrying amount of goodwill by segment is as follows:

	September 30,		December 31,
	March 31,		December 31,
	2008		2007
	2009		2008
Feed	$	~~127~~126,~~109~~960	$	~~127~~126,~~404~~960
Dairy Foods		68,~~757~~525		6968,~~451~~525
Layers		20,685		20,998
Agronomy		50,663		50,663
Agronomy		52,303		52,371
Layers		20,553		20,346
Seed		10,~~691~~682		10,~~718~~682
Total goodwill	$	~~279~~277,~~545~~383	$	~~280~~277,~~942~~176

~~The~~Goodwill ~~decrease~~amortization ~~in goodwill~~ was ~~primarily~~$0 ~~due~~and ~~to the effect of~~ $51.98 million ~~of goodwill amortization~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2008,~~2009 ~~associated with business combinations~~and ~~between mutual enterprises partially offset by $4.8 million of additional goodwill arising from final tax related purchase price allocations in~~ 2008, ~~related to the Agronomy repositioning which occurred in September of 2007~~respectively. Amortization ~~expense~~of ~~related to~~ goodwill ~~for~~ceased ~~the~~with ~~next five years is expected to be zero subsequent to~~ the adoption of SFAS 141(R) onas of January 1, 2009. ~~See Note 1 for~~ ~~further discussion.~~

~~In 2008, the Company changed the timing of its annual goodwill impairment testing from~~9 November 30th to October 1st. This accounting change is preferable as this date provides additional time prior to the Company’s December 31st year end to complete the impairment testing and report the results of those tests as part of the annual financial reporting to member shareholders and other investors.

Other Intangible Assets

A summary of other intangible assets is as follows:

	September 30,		December 31,
	March 31,		December 31,
	2008		2007
	2009		2008
Amortized other intangible assets:
Patents, less accumulated amortization of $8,124 and $7,250, respectively	$	8,587	$	9,461
Dealer networks and customer relationships, less accumulated amortization of $4,660 and $4,045, respectively	$	49,861	$	50,478
Trademarks, less accumulated amortization of $2,495 and $1,976, respectively		5,119		5,639
Patents, less accumulated amortization of $8,704 and $8,414, respectively		8,007		8,297
Dealer networks and customer relationships, less accumulated amortization of $3,427 and $1,628, respectively		51,094		51,822
Trademarks, less accumulated amortization of $2,842 and $2,668, respectively		4,773		4,946
Other intangible assets, less accumulated amortization of $4,090 and $4,863, respectively		5,957		6,457
Other intangible assets, less accumulated amortization of $3,802 and $4,412, respectively		4,733		5,636
Total amortized other intangible assets		7067,~~757~~374		7369,~~379~~357
Total non-amortized other intangible assets — trademarks and license agreements		51,625		51,625
Total other intangible assets	$	~~122~~118,~~382~~999	$	~~125~~120,~~004~~982

Amortization expense for the three months ended ~~September~~March 3031, ~~2008~~2009 and ~~2007~~2008 was $1.63 million ~~and~~ and $1.~~4 million, respectively. Amortization expense for the nine months ended September 30, 2008 and 2007 was $4.0 million and $3.~~2 million, respectively. The estimated amortization expense related to other intangible assets subject to amortization for the next five years will approximate $54.28 million annually. The weighted-average life of the intangible assets subject to amortization is approximately 19 years. Non-amortized other intangible assets relate to Feed, and the majority of the amortized other intangible assets relate to Feed, ~~Layers~~Agronomy and ~~Agronomy~~Layers.

7. Accrued Liabilities

A summary of accrued liabilities is as follows:

	September 30,		December 31,
	March 31,		December 31,
	2008		2007
	2009		2008
Employee compensation and benefits	$	142,761	$	116,249
Marketing programs and consumer incentives	$	183,668	$	70,209
Marketing programs and consumer incentives		153,554		63,157
Employee compensation and benefits		88,379		141,376
Unrealized hedging losses and deferred option premiums received		6865,~~874~~757		3199,~~679~~964
Other		~~129~~111,~~169~~509		~~130~~111,~~336~~945
Total accrued liabilities	$	~~494~~449,~~358~~313	$	~~341~~423,~~421~~494

Other accrued liabilities primarily include accrued taxes, interest, self-insurance ~~and~~reserves and environmental liabilities.

8. Debt Obligations

Notes and Short-term Obligations

The Company had notes and short-term obligations at ~~September~~March 3031, ~~2008~~2009 and December 31, ~~2007 of~~2008 of $~~531~~617.26 million and $~~132~~409.24 million, respectively. The Company maintains credit facilities to finance its short-term borrowing needs, including a revolving credit facility and a receivables securitization facility.

The Company’s $225 million, five-year revolving credit facility matures in 2011. Borrowings bear interest at a variable rate (either LIBOR or an Alternative Base Rate) plus an applicable margin. The margin is dependent upon the Company’s leverage ratio. Based on the Company’s leverage ratio at the end of ~~September~~March ~~2008~~2009, the LIBOR margin for the revolving credit facility was 87.5 ~~basis~~ basis points and the spread for the Alternative Base Rate was 20 basis points. LIBOR may be set for one, two, three or six month periods at the election of the Company. At ~~September~~March 3031, ~~2008~~2009, $15100.0 million was outstanding on the revolving credit facility and $~~176~~88.6 million was available after giving effect to $3336.34 million of outstanding letters of credit, which reduce availability. On May 4, 2009, the Company announced that it had closed a $175 million increase to the revolving credit facility, bringing the total capacity to $400 million. Pricing on the facility was increased due to current market rates. Based on the Company’s leverage ratio at the end of March 2009, the LIBOR margin for the revolving credit facility was increased to 250 basis points and the spread for the Alternative Base Rate was increased to 150 basis points, effective from the closing date.

The Company’s $400 million, ~~accounts~~five-year ~~receivable~~receivables securitization facility arranged by CoBank ACB matures in 2011. The Company and certain wholly owned consolidated entities sell Dairy Foods, Feed, Seed, Agronomy and certain other receivables to LOL SPV, LLC, a wholly owned, consolidated special purpose entity (the “SPE”). The SPE enters into borrowings which are effectively secured solely by the SPE’s receivables. The SPE has its own separate creditors that are entitled to be satisfied out of the assets of the SPE prior to any value becoming available to the Company. Borrowings under the receivables securitization facility bear interest at LIBOR plus 87.5 basis points. At ~~September 30~~March 31, ~~2008~~2009 and December 31, ~~2007~~2008, the SPE’s receivables were $~~773~~975.61 million and $~~732~~1,024.01 million, respectively. At ~~September~~March 3031, ~~2008~~2009 and December 31, ~~2007~~2008, outstanding balances under the facility, recorded as notes and short-term obligations, were $400.0 million and $70280.0 million, respectively, and availability was $0 and $~~230~~120.0 million, respectively.

~~The Company also had $69.6 million as of September 30, 2008, and $61.1 million as of December~~10 31, 2007, of notes and short-term obligations outstanding under a revolving line of credit and other borrowing arrangements for a wholly-owned subsidiary that provides operating loans and facility financing to farmers and livestock producers.

The Company’s ~~MoArk~~also ~~subsidiary~~had ~~maintains a~~ $4073.9 million ~~revolving~~as ~~credit~~of ~~facility~~March 31, ~~which~~2009, ~~is subject to a borrowing base limitation~~ and ~~terminates in June 2009~~$74.5 million ~~MoArk~~as isof ~~currently~~December 31, ~~renegotiating~~2008, aof ~~three-year~~notes ~~extension~~and toshort-term ~~this~~obligations ~~facility.~~outstanding ~~The~~under ~~MoArk~~a ~~facility~~revolving isline ~~not~~of ~~guaranteed~~credit byand ~~the~~other ~~Company,~~borrowing ~~nor~~arrangements isfor ita ~~secured~~wholly-owned bysubsidiary ~~Company~~that ~~assets.~~provides ~~Borrowings~~operating ~~outstanding~~loans atand ~~September 30,~~facility financing ~~2008~~to farmers and ~~December 31,~~ ~~2007~~livestock ~~were $0~~producers.

~~The Company’s Agri-AFC~~Additionally, ~~LLC~~the ~~(“AFC”)~~Company ~~subsidiary~~had ~~maintains a~~ $4513.0 million ~~revolving~~and ~~credit facility,~~$20.0 ~~which~~outstanding isas ~~subject~~of toMarch 31, a2009 ~~borrowing~~and December 31, ~~base~~2008, ~~limitation~~respectively ~~and~~of ~~terminates~~notes inand ~~March 2009.~~short ~~Borrowings bear~~term ~~interest~~obligations atunder a ~~variable~~credit ~~rate~~facility ofwith Agriliance, ~~LIBOR~~a ~~plus~~50/50 ~~250~~joint ~~basis~~venture ~~points~~with CHS. AtThe ~~September 30,~~purpose ~~2008,~~of the ~~outstanding~~ ~~borrowings~~credit ~~were $26.2 million. AFC’s~~ facility is ~~not~~to ~~guaranteed~~provide additional byworking ~~the~~capital ~~Company~~liquidity ~~nor~~and ~~is it~~allows ~~secured~~the by Company ~~assets.~~to ~~The~~borrow ~~revolving~~from ~~credit~~or ~~facility~~lend ~~is subject~~ to ~~certain~~Agriliance ~~debt covenants,~~at ~~which~~a ~~were~~variable ~~all~~rate ~~satisfied as~~ of ~~the~~LIBOR ~~entity’s~~plus ~~year~~100 ~~ended~~basis ~~July 31, 2008~~points.

The ~~weighted~~Company’s ~~average~~MoArk ~~interest~~subsidiary ~~rate~~maintains ona ~~short-term~~$40 million ~~borrowings~~revolving ~~and~~credit ~~notes~~facility, ~~outstanding~~which is subject to a borrowing base limitation. Borrowings bear interest at ~~September~~a variable rate (either LIBOR 30or an Alternative Base Rate) plus an applicable margin. At March 31, ~~2008~~2009 and December 31, ~~2007~~2008, the outstanding borrowings were $0. MoArk’s facility is not guaranteed by the Company nor is it secured by Company assets. The facility was 3scheduled to mature on June 1, 2009.~~76%~~ On February 27, 2009, MoArk and ~~5.69%~~its lenders agreed to an extension of the facility to June 1, ~~respectively~~2012.

The Company’s Agri-AFC, LLC (“AFC”) subsidiary maintains a $45 million revolving credit facility, which is subject to a borrowing base limitation. On March 20, 2009, AFC and its lenders agreed to an extension of the revolving credit facility until March 2010. Borrowings bear interest at a variable rate of LIBOR plus 250 basis points. At March 31, 2009 and December 31, 2008, the outstanding borrowings were $30.6 million and $34.9 million, respectively. AFC’s facility is not guaranteed by the Company nor is it secured by Company assets, but it does contain a minimum net worth covenant which could require the Company to make subordinated loans or equity infusions into AFC if AFC’s net worth falls below certain levels. The revolving credit facility is subject to certain debt covenants, which were all satisfied as of March 31, 2009.

The weighted average interest rate on short-term borrowings and notes outstanding at March 31, 2009 and December 31, 2008 was 1.45% and 1.94%, respectively.

Long-term Debt

A summary of long-term debt is as follows:

	September 30,			December 31,
	March 31,			December 31,
	2008			2007
	2009			2008
Senior unsecured notes — due 2011 (8.75%)	$	~~192~~174,~~743~~002		$	~~192~~174,~~743~~002
Senior secured notes — due 2010 (9.00%)		~~175~~149,~~000~~700			~~175~~149,~~000~~700
Capital Securities of Trust Subsidiary — due 2028 (7.45%)		190,700			190,700
MoArk LLC debt — due 2009 through 2023 (7.74% weighted average)		15,587			26,490
MoArk, LLC debt — due 2009 through 2023 (8.65% weighted average)		15,232			15,449
MoArk LLC capital lease obligations (6.00% to 8.25%)		4,985			6,000
MoArk, LLC capital lease obligations (6.00% to 8.25%)		4,346			4,668
Other debt, including discounts and amortizable terminated swap value		265			(942	)
Other debt		388			300
		579,280			589,991
		534,368			534,819
Less current portion		(2,~~371~~568	)		(32,~~082~~864	)
Total long-term debt	$	~~576~~531,~~909~~800		$	~~586~~531,~~909~~955

~~The~~In December 2008, the Company ~~and~~entered ~~MoArk~~into ~~are~~a ~~each~~transaction ~~subject~~with tothe ~~certain~~City ~~restrictions~~of Russell, Kansas (the “City”), whereby, the City purchased the Company’s Russell, Kansas feed facility (the “Facility”) by issuing $4.9 million in industrial development revenue bonds due December 2018 and ~~covenant~~leased ~~ratio~~the Facility ~~requirements~~back to the Company for an identical term under a capital lease. The City’s bonds were ~~relating~~purchased by the Company. Because the City has assigned the lease to ~~their~~a ~~respective~~trustee ~~financing~~for ~~arrangements~~the benefit of the Company as the sole bondholder, the Company, in effect, controls enforcement of the lease against itself. As a result of ~~September 30~~the capital lease treatment, ~~2008~~the Facility will remain a component of property, ~~MoArk~~plant and equipment in the Company’s ~~debt~~consolidated balance sheet and no gain or loss ~~covenants~~was ~~were~~recognized ~~all~~related ~~satisfied~~to this transaction. ~~Land~~As ~~O’Lakes~~a ~~debt~~result ~~covenants~~of the legal right of offset, ~~which~~the ~~include~~capital lease ~~certain~~obligation ~~minimum~~and ~~financial~~the corresponding bond investment have been eliminated upon consolidation. ~~ratios,~~Additional ~~were~~bonds ~~all~~may ~~satisfied~~be asissued to cover the costs of ~~September 30,~~certain ~~2008~~improvements ~~and~~to ~~December 31,~~the ~~2007~~facility. The maximum amount of bonds authorized for issuance is $6.0 million.

The Company and MoArk are each subject to certain restrictions and covenant ratio requirements relating to their respective financing arrangements. As of March 31, 2009 and December 31, 2008, the Company and MoArk’s debt covenants were all satisfied.

9. Other Comprehensive Income

Comprehensive income for the three months ended March 31 was as follows:

	Three months						Nine months
	Three Months Ended
	ended						ended
	March 31,
	September 30,						September 30,
	2009			2008
	2008			2007			2008			2007
Net earnings attributable to Land O’Lakes, Inc.	$	82,690		$	61,283
Net earnings	$	28,562		$	3,089		$	192,630		$	135,217
Pension and other postretirement adjustments, net of income taxes of $813 and $(61), respectively		(1,312	)		99
Unrealized gain (loss) on available-for-sale-investment securities		(39	)		283			(214	)		283
Foreign currency translation adjustment, net of income taxes of $7 and $(1,940), respectively		(12	)		2,948
Foreign currency translation adjustment		(137	)		611			(587	)		1,853
Unrealized loss on available-for-sale-investment securities, net of income taxes of $5 and $(61), respectively		(16	)		(255	)
Other		1,811			(1,055	)		1,680			(1,249	)
Less: Other comprehensive loss attributable to noncontrolling interests		8			79
Total comprehensive income	$	3081,~~197~~358		$	264,~~928~~154		$	~~193,509~~		$	~~136,104~~

10. ~~Fair~~Derivative ~~Value Measurement~~Instruments

InWe ~~September 2006,~~are exposed to the ~~FASB~~impact ~~issued~~of ~~SFAS~~fluctuations ~~No. 157,~~in ~~“Fair~~the ~~Value~~purchase ~~Measurements”~~prices ~~(“SFAS~~of ~~157”).~~commodity ~~This~~inputs ~~statement~~consumed ~~provides~~in aoperations ~~single~~and ~~definition~~the impact of ~~fair~~fluctuations ~~value,~~in athe ~~framework~~relative ~~for~~value ~~measuring~~of ~~fair~~currencies. ~~value and~~We ~~expanded~~periodically ~~disclosures~~enter ~~concerning~~into ~~fair~~derivative ~~value.~~instruments ~~SFAS~~in ~~157~~order ~~applies~~ to ~~other~~mitigate ~~pronouncements~~the ~~that~~effects ~~require~~of changing orcommodity ~~permit~~prices ~~fair~~and ~~value~~mitigate ~~measurements;~~our itforeign ~~does~~currency ~~not require any new fair value measurements~~risks.

~~Additionally,~~In inthe ~~February 2008~~normal course of operations, the ~~FASB~~Company ~~issued~~purchases ~~FASB~~commodities ~~Staff~~such ~~Positions~~as: ~~(FSP) Financial~~milk, butter, ~~Accounting~~soybean ~~Standard~~oil ~~157-1~~and ~~(“FSP~~energy ~~157-1”)~~in ~~and~~Dairy ~~157-2~~Foods; ~~(“FSP~~soybean ~~157-2”).~~meal, ~~FSP~~corn ~~157-1~~and ~~removes~~energy ~~leasing~~in ~~from the~~Feed ~~scope~~and ofLayers; ~~SFAS~~soybeans and ~~157,~~energy in Seed; and ~~FSP~~energy ~~157-2~~in ~~delays~~Agronomy. ~~the~~Derivative ~~effective~~commodity ~~date~~instruments, consisting primarily of ~~SFAS~~futures ~~157~~and ~~from~~option ~~January 1~~contracts offered through regulated commodity exchanges, ~~2008~~are used to reduce ~~January~~exposure to changes in commodity prices. These contracts are not designated as hedges under SFAS No. 1133, ~~2009~~“Accounting for ~~all~~Derivative Instruments ~~nonfinancial~~and ~~assets~~Hedging ~~and~~Activities.” ~~nonfinancial~~The ~~liabilities,~~futures ~~except~~and ~~those~~option ~~that~~contracts are marked-to-market each month and gains and losses (“unrealized hedging gains and losses”) are primarily recognized orin ~~disclosed~~cost of atsales. ~~fair~~The ~~value~~Company has established formal position limits to monitor its hedging activities and executes derivative instruments only with respect to those commodities in which the ~~financial~~Company consumes ~~statements~~or onproduces ain ~~recurring~~its ~~basis~~normal ~~(at~~business ~~least annually)~~operations.

The ~~Company~~notional ~~adopted~~or ~~SFAS~~contractual ~~157~~amount as of ~~January 1,~~derivative ~~2008,~~instruments ~~with~~provides ~~the~~an ~~exception~~indication of the extent ~~application~~ of the ~~statement~~Company’s toinvolvement ~~non-recurring,~~in ~~nonfinancial~~such ~~assets~~instruments ~~and~~at ~~liabilities.~~that ~~Such~~time, ~~assets~~but ~~with~~does ~~potential~~not represent ~~nonrecurring~~exposure ~~fair~~to ~~value~~market ~~measurement~~risk ~~are~~or ~~goodwill~~future ~~impairments,~~cash ~~long-lived~~requirements ~~assets~~under ~~held~~certain ~~and~~of ~~used~~these ~~such~~instruments. As of March as31, ~~intangible~~2009, ~~asset~~total ~~and~~absolute ~~fixed~~notional ~~asset~~value ~~impairments,~~associated ~~long-lived~~with ~~assets~~our ~~held~~outstanding ~~for~~commodity ~~sale,~~derivative instruments and ~~assets acquired~~foreign incurrency aderivative ~~business~~instruments ~~combination~~was $410.1 million and $5.7 million, respectively.

14 The unrealized (gains) and losses on derivative instruments related to commodity contracts and foreign currency exchange contracts for the three months ended March 31, 2009 is as follows:


		Three Months Ended
		March 31,
Derivative Instrument	Location	2009
Commodity derivatives	Cost of sales	$	2,551
Commodity derivatives	Selling, general and administrative		(364	)
Foreign currency exchange contracts	Cost of sales		(26	)
Foreign currency exchange contracts	Other (income) expense, net		341

The gross fair market value of all derivative instruments and their location in the consolidated balance sheet are shown by those in an asset or liability position and are further categorized by commodity and foreign currency derivatives at March 31, 2009:


			Liability
	Asset Derivatives^(a)		Derivatives^(a)
	March 31,		March 31,
Derivative Instrument	2009		2009
Commodity derivatives	$	21,761	$	59,187
Foreign currency exchange contracts		—		899

Total	$	21,761	$	60,086


^(a)		Asset derivative instruments are recorded in other current assets and liability derivative instruments are recorded in accrued liabilities in the consolidated balance sheet.

The Company enters into derivative contracts with a variety of counterparties. The Company manages its concentration of counterparty credit risk on derivative instruments prior to entering into derivative contracts by evaluating the counterparty’s external credit rating, where available, as well as an assessment of other relevant information such as current financial statements, credit agency reports and/or credit references. As of March 31, 2009, the maximum amount of loss that the Company would incur if the counterparties to derivative instruments

fail to meet their obligations, not considering collateral received or netting arrangements, was $21.8 million. The Company reviewed its counterparties and believes that a concentration of risk does not exist and no single counterparty or group of counterparties failure would have a material effect on the consolidated financial statements as of March 31, 2009.

11. Fair Value Measurement

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements,” which was effective for and adopted by the Company as of January 1, 2008. This statement provides a single definition of fair value, a framework for measuring fair value and expanded disclosures concerning fair value. SFAS 157 applies to other pronouncements that require or permit fair value measurements; it does not require any new fair value measurements.

Additionally, in February 2008, the FASB issued FASB Staff Positions (FSP) Financial Accounting Standard 157-1 (“FSP 157-1”) and 157-2 (“FSP 157-2”). FSP 157-1 removes leasing from the scope of SFAS 157 and FSP 157-2 delayed the effective date of SFAS 157 from January 1, 2008 to January 1, 2009 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Such assets subject to potential nonrecurring fair value measurement are goodwill, long-lived assets held and used such as intangible asset and fixed asset, long-lived assets held for sale, and assets acquired in a business combination. The Company adopted FSP 157-2 as of January 1, 2009 and upon adoption was not required to recognize any fair value adjustments.

SFAS 157 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3: inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of March ~~September~~31, 2009 and December 3031, 2008:

			Fair Value Measurements at September 30, 2008 Using:
			Fair Value Measurements at March 31, 2009 Using:
					Significant
			Quoted prices		other		Significant
	Total carrying		in active		observable		unobservable
	value at		markets		inputs		inputs
	September 30, 2008		(Level 1)		(Level 2)		(Level 3)
	March 31, 2009(a)		(Level 1)		(Level 2)		(Level 3)
Foreign currency exchange contract liabilities	$	650	$	—	$	650	$	—
Commodity derivative assets	$	21,761	$	20,990	$	771	$	—
Available-for-sale securities		191		191		—		—
Commodity derivative liabilities		59,187		59,174		13		—
Commodity derivative assets		31,125		28,242		2,883		—
Foreign currency exchange contract liabilities		899		—		899		—
Commodity derivative liabilities		50,250		49,813		437		—
Available-for-sale securities		24		24		—		—

The available-for-sale equity securities and puts, calls and futures are measured at fair value based on quoted prices in active markets and as such are categorized as Level 1. Since the commodity derivative forward contracts and the foreign currency exchange forward contracts are not actively traded, they are priced at a fair value derived from an underlying futures market for the commodity or currency. Therefore, they have been categorized as Level 2.


			Fair Value Measurements at December 31, 2008 Using:
					Significant
			Quoted prices		other		Significant
	Total carrying		in active		observable		unobservable
	value at		markets		inputs		inputs
	December 31, 2008^(a)		(Level 1)		(Level 2)		(Level 3)
Commodity derivative assets	$	50,053	$	49,139	$	914	$	—
Commodity derivative liabilities		85,292		85,128		164		—
Foreign currency exchange contract assets		341		—		341		—
Foreign currency exchange contract liabilities		925		—		925		—
Available-for-sale securities		47		47		—		—

In(a) ~~the~~FASB ~~normal~~Staff ~~course~~Position ofNo. ~~operations~~FIN 39-1, ~~the~~“Amendment ~~Company~~of ~~purchases~~FASB ~~commodities~~Interpretation ~~such~~No. as39” ~~milk,~~(“FIN ~~butter~~39-1”) ~~and soybean~~permits, ~~oil~~but indoes ~~Dairy~~not ~~Foods,~~require ~~soybean~~companies ~~meal~~that ~~and~~enter ~~corn~~into inmaster ~~Feed,~~netting ~~soybeans~~arrangements into ~~Seed~~offset ~~and~~fair ~~corn~~value ~~and~~amounts ~~soybean meal~~recognized infor ~~Layers.~~derivative ~~Derivative commodity~~ instruments, ~~consisting~~against ~~primarily~~the ofright ~~futures~~to ~~contracts offered~~reclaim ~~through~~cash ~~regulated~~collateral ~~commodity~~or ~~exchanges,~~the ~~are~~obligation ~~used~~ to ~~reduce~~return ~~exposure~~cash ~~to changes in commodity prices~~collateral. ~~These~~The ~~contracts~~Company ~~are~~has ~~not~~master ~~designated~~netting asarrangements ~~hedges~~with ~~under~~brokers ~~Statement of Financial Accounting Standards No. 133, “Accounting~~ for ~~Derivative~~its ~~Instruments~~exchange-traded futures and ~~Hedging~~options ~~Activities”~~contracts, ~~(“SFAS~~however, ~~133”).~~it ~~The futures~~does ~~contracts~~not ~~are~~elect ~~marked-~~to~~-market~~ ~~each~~offset ~~month~~fair ~~and~~value ~~gains~~amounts ~~and~~recognized ~~losses~~for ~~(“unrealized~~derivative ~~hedging~~instruments ~~gains and~~under ~~losses”)~~such ~~are~~master ~~recognized~~netting inarrangements ~~cost~~with ofamounts ~~sales.~~recognized ~~The~~for ~~Company~~margin ~~has~~balances ~~established~~due ~~formal~~from ~~position~~or ~~limits~~due to ~~monitor~~ ~~its hedging activities~~brokers.

~~11. Income Taxes~~13

The Company derives a majority of its business from members, although it is allowed by the Internal Revenue Code to conduct non-member business. Earnings from member business are deductible from taxable income as a patronage deduction. Earnings from non-member business are taxed as corporate income in the same manner as a typical corporation. The effective tax rate as a result of non-member business activity was 5.7% and 69.7% for the three month periods ended September 30, 2008 and 2007, respectively and 10.4% and 13.6% for the nine month periods ended September 30, 2008 and 2007, respectively. Income tax expense and the overall effective tax rate vary significantly each period based upon profitability and the level of non-member business during each of the comparable periods.

The Company considers unremitted earnings of certain subsidiaries operating outside the United States to be invested indefinitely. No U.S. income taxes or foreign withholding taxes are provided on such permanently reinvested earnings, in accordance with APB No. 23, “Accounting for Income Taxes – Special Areas.” The Company regularly reviews the status of the accumulated earnings of each of its foreign subsidiaries and reassesses this determination as part of its overall financial plans. Following this assessment, the Company establishes deferred income taxes, net of any foreign tax credits, on any earnings that are determined to no longer be indefinitely invested. As of September 30, 2008, the Company recorded a deferred tax liability of $2.2 million for estimated U.S. income taxes, net of foreign tax credits, for undistributed earnings of foreign subsidiaries that were no longer considered permanently reinvested.

12 The available-for-sale equity securities and puts, calls and futures are measured at fair value based on quoted prices in active markets and as such are categorized as Level 1. ~~Pension~~Since commodity derivative forward contracts and ~~Other~~the ~~Postretirement~~foreign ~~Plans~~currency exchange forward contracts are not actively traded, they are priced at a fair value derived from an underlying futures market for the commodity or currency. Therefore, they have been categorized as Level 2.

~~The~~12. ~~following~~Income ~~table presents the components of net periodic benefit cost for pension benefits and other postretirement benefits for the three months ended September 30:~~ Taxes

							Other Postretirement
	Pension Benefits						Benefits
	2008			2007			2008		2007
Service cost	$	3,810		$	3,566		$	196	$	182
Interest cost		9,678			8,296			1,071		980
Expected return on assets		(11,000	)		(9,262	)		—		—
Amortization of actuarial loss		1,290			3,238			488		735
Amortization of prior service cost		(132	)		(121	)		—		—
Amortization of transition obligation		—			—			116		107
Net periodic benefit cost	$	3,646		$	5,717		$	1,871	$	2,004

The Company derives a majority of its business from members, although it is allowed by the Internal Revenue Code to conduct non-member business. Earnings from member business are deductible from taxable income as a patronage deduction. Earnings from non-member business are taxed as corporate income in the same manner as a typical corporation. The effective tax rate as a result of non-member business activity was (1.6)% and 9.9% for the three month periods ended March 31, 2009 and 2008, respectively. Income tax expense and the overall effective tax rate varies significantly each period based upon profitability and the level of non-member business during each of the comparable periods. The tax benefit for the three months ended March 31, 2009 was primarily the result of non-member earnings offset by the book-tax reporting differences for domestic production activities deduction.

~~During the three months ended September 30, 2008, the Company contributed $16~~13.~~1 million~~ toPension ~~its defined benefit pension plans~~ and ~~$0.9 million~~Other toPostretirement ~~its other postretirement benefits plans.~~Plans

~~During~~The ~~the~~following ~~nine~~tables ~~months~~present ~~ended September 30, 2008,~~ the ~~Company~~components ~~contributed~~of ~~$18.2 million~~net toperiodic ~~its defined~~ benefit ~~pension~~cost ~~plans~~for pension benefits and ~~$2.8 million to its~~ other postretirement benefits ~~plans.~~for the three months ended March 31:

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


							Other Postretirement
	Pension Benefits						Benefits
	2009			2008			2009		2008
Service cost	$	3,334		$	3,810		$	128	$	196
Interest cost		9,474			9,678			907		1,071
Expected return on assets		(10,433	)		(11,000	)		—		—
Amortization of actuarial loss		1,317			1,290			184		489
Amortization of prior service cost		(110	)		(132	)		—		—
Amortization of transition obligation		—			—			107		116

Net periodic benefit cost	$	3,582		$	3,646		$	1,326	$	1,872

							Other Postretirement
	Pension Benefits						Benefits
	2008			2007			2008		2007
Service cost	$	11,431		$	10,699		$	589	$	547
Interest cost		29,033			24,888			3,212		2,942
Expected return on assets		(32,999	)		(27,788	)		—		—
Amortization of actuarial loss		3,871			9,709			1,466		2,207
Amortization of prior service cost		(396	)		(365	)		—		—
Amortization of transition obligation		—			—			348		321
Net periodic benefit cost	$	10,940		$	17,143		$	5,615	$	6,017

During the three months ended March 31, 2009, the Company contributed $1.1 million to its defined benefit pension plans and $1.1 million to its other postretirement benefit plans.

The Company expects to contribute approximately $2914.6 million to its defined benefit pension plans and $45.4 million to its other postretirement ~~benefits~~benefit plans ~~for~~in ~~the full year of 2008~~2009.

1314. Restructuring and Impairment Charges

A summary of restructuring and impairment charges is as follows:

	Three months ended				Nine months ended
	Three Months Ended
	September 30,				September 30,
	March 31,
	2008		2007		2008		2007
	2009		2008
Restructuring charges	$	—297	$	3253	$	41	$	~~411~~
Impairment charges		—		—		—		~~1,310~~
Total restructuring and impairment charges	$	—297	$	3253	$	41	$	~~1,721~~

Restructuring Charges

During the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009, ~~the~~Feed ~~Company~~incurred ~~recorded~~ restructuring charges of $0.04 3 million primarily related to aemployee ~~long-term~~severance ~~contractual~~due ~~obligation~~to ~~for~~reorganization ~~waste-water~~of ~~treatment~~Feed personnel. The ~~with~~remaining ~~the~~liability ~~city~~at ofMarch 31, ~~Greenwood~~2009 for severance and other exit costs, ~~Wisconsin~~including restructuring charges incurred in 2008, was $2.0 million and was presented in accrued liabilities in the consolidated balance sheet.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2007~~2008, ~~the~~Dairy ~~Company~~Foods ~~recorded~~incurred restructuring charges related ofto ~~$0.03 million~~a ~~and~~long-term ~~$0.4 million,~~contractual ~~respectively,~~obligation ~~primarily~~ for ~~employee~~waste-water ~~severance~~treatment ~~due~~with to the ~~announced~~city ~~closure~~of Greenwood as the result of ~~Feed~~a ~~facilities~~closed facility in ~~Wisconsin~~Greenwood, ~~and Kansas~~Wisconsin.

~~Impairment Charges~~14

For the nine months ended September 30, 2007, the Company incurred $1.3 million of impairment charges as the book values of certain fixed assets were written down to fair value based on estimated selling prices. Of the $1.3 million of impairment charges incurred for the nine months ended September 30, 2007, Seed incurred a $0.5 million impairment charge relative to structural deterioration of a soybean facility in Vincent, Iowa and a $0.2 million charge for impairment of a software asset. In Feed and Layers, impairment charges of $0.3 million and $0.3 million, respectively, were incurred for the write-down of various manufacturing facilities held for sale.

1415. ~~Gain~~Other on(Income) ~~Insurance~~Expense, ~~Settlement~~Net

In 2007, the Company’s MoArk, LLC (“MoArk”) subsidiary experienced a fire at a facility located in Anderson, Missouri. Damage was extensive and caused operations to cease. Costs of repair or replacement of inventory, property, plant, and equipment were covered under the terms of applicable insurance policies, subject to deductibles. For the three and nine months ended September 30, 2008, MoArk received $3.3 million of total insurance proceeds for the capital asset replacement and the Company recorded a gain on insurance settlement of $2.0 million in Layers. MoArk expects to receive additional insurance proceeds for the replacement of capital assets in 2009.


	Three Months Ended
	March 31,
	2009			2008
(Gain) loss on sale of investments	$	(2,210	)	$	12
Gain on foreign currency exchange contracts on sale of investment		(177	)		—

Total other (income) expense, net	$	(2,387	)	$	12

~~Additionally~~The Company’s consolidated balance sheet at December 31, 2008 reflected a $10.8 million receivable for cash proceeds expected to be received in 2009 for the ~~three~~sale ~~and~~of ~~nine~~its investment in Agronomy Company of Canada Ltd. (“ACC”) within Agronomy. During the three months ended ~~September~~March 3031, ~~2008~~ 2009, the Company’s ~~MoArk subsidiary~~ received $26.04 million ofin ~~total~~cash. ~~insurance~~The ~~proceeds~~remaining ~~related~~$4.4 million toreceivable represents the ~~settlement~~portion ofrecorded aby ~~fraud loss~~the ~~claim~~Company ~~involving~~at December 31, 2008 in accordance with the sales agreement requirement for a ~~former~~final ~~employee~~purchase price true-up based on the audited financial statements for ACC as of aDecember 31, ~~previously~~2008. ~~owned~~The ~~subsidiary~~Company ~~during~~received the ~~years~~audited ~~2002~~financial statements for ACC in 2009, ~~through~~which ~~2004~~reflected significantly different financial results than expected or previously reported to the Company. The ~~proceeds~~Company ~~were~~intends ~~recorded~~to asdispute the results of the audit. However, based on the newly obtained information, the Company elected to establish a ~~gain~~reserve for the amount in dispute and has recorded a $4.2 million loss on ~~insurance~~sale ~~settlement~~of investment for the three months ended March 31, 2009, which reduced the remaining receivable to the amount of the newly reported purchase price true-up.

~~In December 2005~~Additionally, aduring ~~feed~~the ~~plant~~three inmonths ~~Statesville~~ended March 31, ~~North~~2009, ~~Carolina~~the ~~was~~Company ~~destroyed~~recognized bya ~~fire and was~~$6.4 ~~shut~~million ~~down. The~~gain ~~Company~~on ~~resumed~~sale ~~production~~of atinvestment ~~this facility~~ in ~~May 2007~~Golden Oval. The ~~aggregate~~sale ~~net~~of ~~book value~~substantially all of ~~the~~Golden ~~damaged~~Oval’s assets ~~building,~~to ~~equipment~~Rembrandt ~~and~~closed ~~inventory~~as ~~was~~of ~~approximately~~March 30, $32009.~~4 million. The~~ ~~Company holds~~Upon ~~insurance~~closing ~~coverage~~of ~~for~~the ~~property~~asset ~~damage~~sale, ~~and~~the ~~business~~Company recorded ~~interruption,~~a ~~which~~receivable ~~provides~~and ~~recovery~~corresponding ~~for a~~gain ~~significant~~on ~~portion~~sale of ~~the~~investment, ~~loss. The~~which ~~insured~~represents ~~value of~~ the ~~property~~preferred payment ~~exceeds~~related ~~its~~to ~~net~~the ~~book~~880,492 ~~value; for~~Preferred ~~the~~Units ~~nine~~that ~~months~~were ~~ended~~converted ~~September~~to Class ~~30,~~A ~~2007,~~units. ~~the~~The Company expects ~~recorded~~to areceive ~~gain~~an onadditional ~~insurance settlement of~~ $56.90 million~~. For the nine months ended September 30~~, ~~2007~~approximately, ~~the Company received $13.8 million~~ of ~~total~~cash ~~proceeds~~distributions ~~for~~from ~~business~~Golden Oval ~~interruption~~related ~~and~~to ~~capital~~the asset ~~replacement~~sale ~~recoveries.~~in ~~Business interruption~~various ~~recoveries~~amounts ~~are~~during ~~recorded~~2009 asand will record a ~~reduction~~further togain ~~cost~~on sale of ~~sales~~investment inas ~~the~~cash ~~Feed~~is ~~segment~~received. In ~~October~~Once ~~2008,~~these ~~the~~distributions ~~Company~~are ~~received~~complete, ~~notification~~all ~~from~~1,577,842 ~~its~~Class A ~~insurance~~units ~~carrier~~held ~~that~~by itthe ~~would~~Company ~~receive~~are ~~additional~~expected ~~insurance~~to ~~proceeds~~have ofno ~~approximately~~remaining $6value.~~7 million, for~~ ~~the replacement of capital assets.~~

~~15.~~ During ~~Other~~the ~~Income~~three months ended March 31, ~~Net~~2008, the Company recognized a loss on sale of an investment held by the Feed segment.

	Three months ended					Nine months ended
	September 30,					September 30,
	2008		2007			2008		2007
Loss (gain) on divestiture	$	—	$	7		$	—	$	(28,474	)
(Gain) loss on sale of investments		—		(9,390	)		12		(9,205	)
Total other (income) expense, net	$	—	$	(9,383	)	$	12	$	(37,679	)

During the three months ended March 31, 2009, the Company received $0.5 million in cash and recognized a $0.2 million gain on foreign currency exchange contracts on the sale of its investment related to ACC.

~~On April 2, 2007, Dairy Foods sold substantially all of the assets related to its Cheese & Protein International subsidiary (“CPI”) for approximately $211~~16.~~9 million~~ inInsurance ~~cash, net of related~~Proceeds transaction fees, and recognized a gain on divestiture of $28.5 million for the nine months ended September 30, 2007. The divestiture included $19.8 million of inventory, $149.5 million of property, plant and equipment and $13.4 million of goodwill.

~~During~~In October 2008, the ~~three~~Company ~~and~~received ~~nine~~notification ~~months~~from ~~ended~~its ~~September~~insurance carrier that it would receive $6.7 ~~30,~~million ~~2007,~~of insurance proceeds for the ~~Company~~replacement ~~recognized~~of capital assets at a ~~gain~~Feed onfacility ~~the~~in ~~sale~~Statesville, ofNorth ~~investment~~Carolina ofthat was destroyed by fire in 2005. At December 31, 2008, $96.4 million ~~related~~remained toas ~~the~~a ~~repositioning~~receivable ofin ~~its~~the ~~investment~~consolidated ~~in Agriliance’s~~balance ~~crop~~sheet ~~nutrients~~of ~~(“CN”)~~which ~~assets~~$4.4 million ~~Additionally,~~was received during the ~~nine~~three months ended ~~September 30~~March 31, ~~2007~~2009. As of March 31, ~~the~~2009, ~~Company~~$2.0 million ~~recognized~~remained as a ~~loss~~receivable onin ~~sale~~the ofconsolidated anbalance ~~investment~~sheet. ~~held~~Subsequently, byin April 2009, the ~~Other~~Company received ~~segment~~an ~~for~~additional $2.0 million in insurance proceeds.2 The Company does not anticipate any further ~~million~~significant insurance recoveries, beyond amounts already accrued, related to the Statesville fire.

16. Other Acquisitions

In January and February of 2008, Agriliance LLC distributed its interest in four joint ventures related to its crop protection products business, to the Company and CHS, and the Company acquired from CHS, its partial interest in the joint ventures, for a total cash payment of $8.3 million. In April 2008, a consolidated feed joint venture purchased the remaining interest in a subsidiary for $0.4 million in cash. In May 2008, the Company acquired a native grass seed company for $1.7 million in cash and acquired a seed treatment business for $1.1 million in cash.

In August 2007, the Company acquired Gold Medal Seeds LTD, a Canadian corporation, for $2.9 million in cash.

17. Commitments and Contingencies

On March 6, 2007, the Company announced that one of its indirect wholly owned subsidiaries, Forage Genetics Inc. filed a motion to intervene in a lawsuit brought against the U.S. Department of Agriculture (“USDA”) by the Center for Food Safety, the Sierra Club, two individual farmers/seed producers (together, the “Plaintiffs”) and others regarding Roundup Ready® Alfalfa. The plaintiffs claim that the USDA did not sufficiently assess the potential environmental impact of its decision to approve Roundup Ready® Alfalfa in 2005. The Monsanto Company and several independent alfalfa growers also filed motions to intervene in the lawsuit. On March 12, 2007, the United States District Court for the Northern District of California (the “Court”) issued a preliminary injunction enjoining all future plantings of Roundup Ready® Alfalfa beginning March 30, 2007. The Court specifically permitted plantings until that date only to the extent the seed to be planted was purchased on or before March 12, 2007. On May 3, 2007, the Court issued a permanent injunction enjoining all future plantings of Roundup Ready® Alfalfa until after an environmental impact study can be completed and a deregulation petition is approved. Roundup Ready® Alfalfa planted before March 30, 2007 may be grown, harvested and sold to the extent certain court-ordered cleaning and handling conditions are satisfied. In January 2008, the USDA filed a notice of intent to file an Environmental Impact Study (the “EIS”). Despite delays in the completion of the draft EIS, the Company anticipates that the USDA will issue its final EIS in early 2010. Although the Company believes the outcome of the EIS will be favorable, which would allow for the reintroduction of the product into the market by 2010, there are approximately $10.5 million of purchase commitments with seed producers over the next year and $26.0 million of inventory as of March 31, 2009, which could negatively impact future earnings if the results of the study are unfavorable or delayed.

1715

~~Roundup~~ In ~~Ready®~~a ~~Alfalfa~~letter ~~planted~~dated ~~before March~~January 3018, ~~2007~~2001, ~~may~~the beCompany ~~grown,~~was ~~harvested~~identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party in connection with hazardous substances and ~~sold~~wastes at the Hudson Refinery Superfund Site in Cushing, Oklahoma. The letter invited the Company to enter into negotiations with the ~~extent~~EPA ~~certain~~for ~~court-ordered~~the ~~cleaning~~performance of a remedial investigation and feasibility study at the Site and also demanded that the Company ~~handling~~reimburse ~~conditions~~the ~~are~~EPA ~~satisfied~~approximately $8.9 million for removal costs already incurred at the Site. In March 2001, ~~January~~the Company responded to the EPA denying any responsibility with respect to the costs incurred for the remediation expenses incurred through that date. On February 25, 2008, the Company ~~USDA~~received ~~filed~~ a ~~notice~~Special ofNotice ~~intent~~Letter (“Letter”) from the EPA inviting the Company to ~~file~~enter aninto ~~Environmental~~negotiations ~~Impact~~with ~~Study.~~the ~~The~~EPA ~~USDA~~to ~~expects~~perform selected remedial action for remaining contamination and to resolve ~~complete~~the ~~its~~Company’s ~~draft~~potential ~~EIS~~liability infor ~~June~~the ofSite. ~~2009~~In the Letter, ~~with~~the aEPA claimed that it has ~~final~~incurred ~~EIS~~approximately to$21.0 million bein ~~completed~~response bycosts at the ~~end~~Site through October 31, 2007 and is seeking reimbursement of ~~2009~~these costs. ~~Although~~The ~~the~~EPA ~~Company~~has ~~believes~~also stated that the ~~outcome~~estimated cost of the ~~environmental~~selected ~~study~~remedial ~~will~~action befor ~~favorable,~~remaining ~~which~~contamination ~~would~~is ~~allow~~$9.6 million. ~~for~~The Company maintains that the ~~reintroduction~~costs ofincurred by the ~~product~~EPA ~~into~~ were the ~~market~~direct result of damage caused by ~~2010~~owners subsequent to the Company, ~~there~~including ~~are~~negligent ~~approximately~~salvage ~~$13.3 million~~activities and lack of ~~purchase~~maintenance. ~~commitments~~On ~~with~~January 6, ~~seed~~2009, the ~~producers~~EPA ~~over~~issued a Unilateral Administrative Order (“UAO”) directing the ~~next~~Company ~~year~~to perform remedial design and ~~$23~~remedial action (“RD/RA”) at the Site.~~1 million~~ ofThe ~~inventory~~Company asfiled its Notice of ~~September~~Intent to Comply with the UAO on February 3010, ~~2008~~2009. On April 20, ~~which~~2009, ~~could~~the EPA issued its authorization to proceed ~~negatively~~with ~~impact~~RD/RA ~~future~~activities. ~~earnings~~In ifaddition, the ~~results~~Company is analyzing the amount and extent of its insurance coverage that may be available to further mitigate its ultimate exposure. At the ~~study~~present time, ~~are~~the ~~unfavorable~~Company’s orrequest ~~delayed~~for coverage has been denied. The Company initiated litigation against two carriers on February 18, 2009. As of March 31, 2009, based on the most recent facts and circumstances available to the Company, an $8.9 million environmental reserve recorded in a prior period remained in the Company’s consolidated financial statements.

InOn ~~a letter dated January~~October 1827, ~~2001~~2008, ~~the~~MoArk ~~Company~~and ~~was~~its ~~identified~~wholly byowned ~~the~~subsidiary, ~~United~~Norco ~~States Environmental~~Ranch, ~~Protection~~Inc. ~~Agency~~ (“~~EPA~~Norco”) ~~as a potentially responsible party in connection with~~, ~~hazardous~~received ~~substances~~Civil ~~and~~Investigative ~~wastes~~Demands atfrom the ~~Hudson~~Office ~~Refinery~~of ~~Superfund Site in Cushing, Oklahoma. The letter invited~~ the ~~Company~~Attorney toGeneral ~~enter~~of ~~into negotiations with~~ the ~~EPA~~State ~~for the performance~~ of a ~~remedial~~Florida ~~investigation~~seeking ~~and~~documents ~~feasibility study at the Site~~ and ~~also~~information ~~demanded~~relating ~~that the Company reimburse the EPA approximately $8.9 million for removal costs already incurred at the Site. In March 2001, the Company responded~~ to the ~~EPA~~production ~~denying~~and ~~any~~sale ~~responsibility~~of ~~with~~eggs ~~respect~~and ~~to the costs~~egg ~~incurred for the remediation expenses incurred through that date~~products. OnMoArk ~~February 25,~~and ~~2008,~~Norco ~~the Company~~are ~~received~~cooperating ~~a Special Notice Letter (“Letter”) from the EPA inviting the Company to enter into negotiations~~ with the ~~EPA~~Office toof ~~perform selected remedial action for remaining contamination and to resolve~~ the ~~Company’s~~Attorney ~~potential~~General ~~liability for the Site. In the Letter, the EPA claimed that it has incurred approximately $21.0 million in response costs at the Site through October 31, 2007 and is seeking reimbursement~~ of ~~these costs. The EPA has also stated that~~ the ~~estimated~~State ~~cost~~ of ~~the~~ ~~selected remedial action for remaining contamination is $9.6 million. The Company maintains that~~ the ~~costs~~State ~~incurred by the EPA were the direct result~~ of ~~damage~~Florida. ~~caused~~We bycannot ~~owners~~predict ~~subsequent to the Company~~what, ~~including~~if ~~negligent salvage activities and lack of maintenance. In addition~~any, the ~~Company is~~impact ~~analyzing~~of ~~the~~this ~~amount~~inquiry and ~~extent~~any ~~of its insurance coverage that may be available to further~~results ~~mitigate~~from ~~its~~such ~~ultimate~~inquiry ~~exposure.~~could Athave ~~the~~on ~~present time,~~ the ~~Company’s~~future ~~request~~financial ~~for~~position ~~coverage~~or ~~has~~results ~~been denied.~~of Asoperations of ~~September 30~~MoArk, ~~2008, based on the most recent facts and circumstances available to~~ ~~the~~Norco ~~Company,~~or ~~an $8.9 million charge was recorded for an environmental reserve in~~ the Company~~’s Other segment~~.

OnBetween ~~March~~September ~~31,~~ 2008 and January 2009, a total of twenty-two related class action lawsuits were filed against a number of producers of eggs and egg products in three different jurisdictions alleging violations of antitrust laws. MoArk, ~~LLC~~was ~~received~~named as a ~~subpoena~~defendant ~~from~~in twenty-one of the Ucases.S Norco Ranch, Inc., ~~Department~~was ofnamed ~~Justice~~as ~~(the “Justice~~a ~~Department”)~~defendant ~~through~~in thirteen of the Ucases.S The Company was named as a defendant in eight cases. ~~Attorney~~The cases have been consolidated for pretrial proceedings in the District Court for the Eastern District of Pennsylvania, toand two separate consolidated amended ~~provide~~class ~~certain~~action ~~documents~~complaints ~~for~~have ~~the~~been ~~period~~filed: one on behalf of ~~January 1~~those persons who purchased eggs or egg products directly from defendants, ~~2002~~and tothe ~~March 27~~second on behalf of “indirect” purchasers (i.e. persons who purchased eggs, ~~2008~~egg products, ~~related~~or products containing eggs from defendants’ customers). The consolidated amended complaints allege concerted action by producers of shell eggs to restrict output and thereby increase the price of shell eggs and egg products. The Plaintiffs in these ~~pricing,~~suits ~~marketing~~seek unspecified damages and ~~sales~~injunctive ~~activities~~relief ~~within~~on ~~its~~behalf ~~former~~of ~~egg~~all purchasers of eggs and egg products, ~~business.~~as Onwell ~~February 19~~as attorneys’ fees and costs. MoArk, Norco and the Company deny the allegations ~~2009~~set forth in the complaints. The Company cannot predict what, if any, the ~~Justice~~impact ~~Department~~of ~~notified~~these lawsuits could have on the ~~Company~~future ~~that~~financial itposition ~~had~~or ~~closed~~results ~~its~~of ~~investigation~~operations of MoArk, Norco, or the Company.

OnIn ~~October~~December ~~27,~~ 2008, ~~MoArk~~the ~~and~~Company ~~its~~experienced ~~wholly~~a ~~owned~~fire ~~subsidiary,~~at ~~Norco~~a ~~Ranch,~~dairy ~~Inc.~~facility ~~(“Norco”)~~in Tulare, California. ~~received~~The ~~Civil~~carrying ~~Investigative~~value ~~Demands from the Office~~ of the ~~Attorney~~damaged ~~General~~building ofand ~~the~~supplies ~~State~~inventory ~~of Florida~~was ~~seeking~~minimal. ~~documents~~Costs ~~and information relating~~ to ~~the~~repair ~~production and sale of eggs and egg~~the ~~products.~~damaged ~~MoArk~~property ~~and Norco~~ are ~~cooperating~~covered ~~with~~under the ~~Attorney~~terms ~~General’s~~of ~~office.~~applicable Weinsurance ~~cannot predict what~~policies, ifsubject ~~any,~~to deductibles. ~~impact~~The ~~this~~Company ~~inquiry~~expects ~~and~~to ~~any~~receive ~~results~~insurance ~~from~~proceeds ~~such~~for ~~inquiry~~reconstruction ~~could~~costs ~~have~~which, ~~on the future~~when ~~financial~~received, ~~position~~will orresult ~~results~~in ofa ~~operations~~gain ofon ~~Norco,~~insurance ~~MoArk or the Company~~settlement.

~~Between~~In ~~September~~May 2008 ~~and January 2009~~, athe ~~total~~Company ofexperienced ~~twenty-two~~a ~~related~~fire ~~class~~at ~~action lawsuits were filed against~~ a ~~number~~Feed offacility ~~producers~~located ~~of eggs and egg products~~ in ~~three~~Caldwell, ~~different jurisdictions~~Idaho. ~~The~~ Damage ~~complaints~~was ~~fall~~extensive ~~into~~and ~~two~~caused ~~distinct~~operations ~~groups: those~~to ~~alleging~~cease. aCosts ~~territorial allocation~~of ~~conspiracy~~repair ~~among~~or ~~certain~~replacement ~~defendants to fix the price~~ of ~~processed “egg products~~inventory,~~” such~~ asproperty, ~~liquid~~plant, ~~or dried eggs;~~ and ~~those~~equipment ~~alleging~~were ~~concerted~~covered ~~action~~under bythe ~~producers~~terms of ~~shell~~applicable ~~eggs~~insurance ~~to restrict~~policies, ~~output~~subject ~~and~~to ~~thereby~~deductibles. ~~increase~~A ~~the~~receivable ~~price~~ of ~~shell eggs~~$1. ~~The~~0 million ~~Plaintiffs~~related into ~~these~~the ~~suits~~carrying ~~seek unspecified~~value ~~damages and injunctive relief on behalf~~ of ~~all~~the ~~purchasers of eggs~~ inventory and ~~egg products~~property, ~~as well~~plant ~~as attorneys’ fees~~ and ~~costs,~~equipment ~~under~~remained ~~the~~recorded ~~United States antitrust laws. These cases have been consolidated for pretrial proceedings in the District Court for the Eastern District of Pennsylvania. MoArk has been named~~ as ~~a defendant in twenty-one~~ of ~~the cases. Norco Ranch~~March 31, ~~Inc~~2009.~~, has~~ ~~been named as a defendant in thirteen of the cases.~~ The Company ~~has~~expects ~~been named as a defendant~~to inreceive ~~eight~~insurance ~~cases.~~proceeds ~~MoArk, Norco and the Company deny the allegations set forth~~ in ~~the~~excess ~~complaints. We cannot predict what, if any, impact these lawsuits could have on the future financial position or results~~ of ~~operations~~its ofdeductible ~~Norco,~~in ~~MoArk or the Company~~2009.

In ~~May 2008~~2005, ~~the~~MoArk ~~Company~~sold ~~experienced~~its aLakeview, ~~fire~~California atproperty aand ~~Feed~~simultaneously ~~facility~~entered ~~located~~into inan ~~Caldwell,~~asset lease ~~Idaho~~agreement for a portion of the property. ~~Damage~~ ~~was~~This ~~extensive~~agreement ~~and~~required ~~caused~~the ~~operations~~Company to ~~cease.~~treat ~~Costs~~the proceeds ofreceived ~~repair~~as ora ~~replacement~~financing oftransaction. ~~inventory~~Therefore, no gain was recognized on the transaction ~~property,~~at ~~plant,~~that ~~and~~time. ~~equipment~~In ~~were~~January 2009, ~~covered~~MoArk ~~under~~renegotiated the terms of ~~applicable~~the ~~insurance~~lease ~~policies,~~whereas the new lease ~~subject~~qualified for sales-leaseback accounting as it was classified as an operating lease pursuant to SFAS ~~deductibles~~No. 13, A“Accounting ~~receivable~~for ofLeases”. As such, $03.83 million ~~related~~of topreviously ~~the~~deferred ~~carrying~~gain ~~value~~on of the ~~inventory~~sale ~~and~~of the property, ~~plant~~was ~~and~~recognized ~~equipment~~for ~~was~~the ~~recorded~~three asmonths ofended ~~September~~March 3031, ~~2008~~2009. The Company ~~expects~~will tocontinue ~~receive~~to ~~insurance~~ratably ~~proceeds~~recognize inthe ~~excess~~remainder of ~~its~~the ~~deductible~~deferred ingain ~~2009~~of $1.6 million over the life of the new lease.

~~18. Segment Information~~16

18. Subsequent Event

On April 9, 2009, the Company announced that Agriliance LLC (a 50-50 joint venture between the Company and CHS Inc.) entered into an operating lease and an asset purchase agreement with Agri-AFC, LLC (“AFC”), a wholesale and retail crop inputs supplier. AFC is a joint venture between Alabama Farmers Cooperative, Inc. and Winfield Solutions, LLC, a Land O’Lakes company. Under the terms of the transaction documents, AFC will immediately begin operating nine former Agriliance retail locations located in Georgia and Mississippi, and will purchase the working capital, primarily inventory, associated with such locations. The parties expect to transfer the property, plant and equipment located at these sites by the end of July 2009.

On April 15, 2009, the Company announced its intent to close one of its Dairy Foods facilities. All 120 employees at the Madison, Wisconsin plant will be affected by the closure. The Company noted that it was no longer cost effective to produce butter at the Madison location. The Company operates several other butter manufacturing facilities across the country and expects to increase production at those facilities to help compensate for the capacity that will be lost once the Madison location is closed. The Company plans to ramp down its production lines at this facility prior to June 30, 2009.

On May 4, 2009, the Company announced that it had closed a $175 million increase to the revolving credit facility, bringing the total capacity to $400 million. Pricing on the facility was increased due to current market rates. Based on the Company’s leverage ratio at the end of March 2009, the LIBOR margin for the revolving credit facility was increased to 250 basis points and the spread for the Alternative Base Rate was increased to 150 basis points, effective from the closing date.

19. Segment Information

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

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

Feed is largely comprised of the operations of Land O’Lakes Purina Feed LLC (“Land O’Lakes Purina Feed”), the Company’s 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.

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

Agronomy consists primarily of the operations of Winfield Solutions, LLC (“Winfield”), a wholly owned subsidiary ~~established in September 2007 upon the distribution from Agriliance of its wholesale crop protection product assets~~. Winfield operates primarily as a wholesale distributor of crop protection products, including herbicides, pesticides, fungicides and adjuvants. Agronomy also includes the Company’s 50% ownership in Agriliance, which operates retail agronomy distribution businesses and is accounted for under the equity method.

Layers consists of the Company’s MoArk subsidiary. MoArk produces, distributes and markets shell eggs that are sold to retail and wholesale customers for consumer and industrial use, primarily in the United States.

~~The~~Other/Eliminated ~~Company’s~~includes ~~management~~the ~~uses earnings before income taxes to evaluate a segment~~Company’s ~~performance.~~ ~~The~~remaining ~~Company~~operations ~~allocates corporate administrative expense, interest expense,~~ and ~~centrally~~ ~~managed~~the ~~expenses,~~elimination ~~including insurance and employee benefit expense, to all~~ of ~~its~~ ~~business~~intersegment ~~segments, both directly and indirectly~~transactions. ~~Corporate~~Other ~~administrative~~operations ~~functions~~consist ~~that~~principally ~~are~~of ~~able to~~a ~~determine~~captive ~~actual~~insurance ~~services~~company, ~~provided to each segment allocate expense on~~ a ~~direct basis. Interest~~ ~~expense~~finance iscompany, ~~allocated based on working capital usage. All other corporate administrative functions~~ and ~~centrally managed expenses are allocated indirectly based on~~ a ~~predetermined~~special ~~basis,~~purpose ~~such~~entity asrelated ~~a percentage~~to ofthe ~~total~~Company’s ~~invested~~securitization ~~capital~~facility. ~~A majority of corporate administrative expense is allocated~~ ~~directly.~~

AsThe ~~discussed~~Company’s inmanagement ~~Note~~uses 2,earnings ~~the~~before income taxes to evaluate a segment’s performance. The Company ~~adjusted~~allocates ~~its~~corporate ~~consolidated~~administrative ~~statement~~expense, ofinterest ~~operations~~expense, asand centrally managed expenses, including insurance and employee benefits expense, to all of its ~~and~~business ~~for~~segments, ~~the~~both ~~three~~directly and ~~nine~~indirectly. ~~months~~Corporate ~~ended~~administrative ~~September 30,~~functions ~~2007~~that ~~due~~are able to ~~certain~~determine ~~errors~~actual ~~identified~~services ~~at MoArk.~~provided ~~The~~to ~~effects~~each ofsegment ~~the~~allocate ~~adjustments~~expense on ~~the~~a ~~segment~~direct ~~information~~basis. ~~for~~Interest expense ~~the~~is ~~three~~allocated ~~and~~based ~~nine~~on ~~months~~working capital usage. All other corporate administrative functions ~~ended~~and ~~September 30,~~centrally ~~2007~~managed expenses are allocated indirectly based on a predetermined measure such as ~~follows:~~a percentage of total invested capital or headcount.

	Layers			Layers
	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2007			2007
Cost of sales – as previously reported	$	102,279		$	306,687
Adjustment for MoArk		1,944			1,944
Cost of sales – as adjusted		104,223			308,631
Selling, general and administrative – as previously reported		10,009			25,118
Adjustment for MoArk		993			993
Selling, general and administrative – as adjusted		11,002			26,111
Interest expense (income), net – as previously reported		3,497			11,420
Adjustment for MoArk		545			545
Interest expense (income), net – as adjusted		4,042			11,965
Earnings before income taxes – as previously reported		11,427			18,334
Adjustment for MoArk		(3,482	)		(3,482	)
Earnings before income taxes – as adjusted		7,945			14,852

AsSegment ~~discussed~~Information ~~in Note 2, the Company restated its consolidated financial statements as of and~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2007~~2009 ~~due to the timing of recognizing equity earnings in Agriliance. The effects of the restatements on the segment information for the three~~ and ~~nine~~2008 ~~months~~is ~~ended September 30, 2007 are~~ as follows:

	Agronomy			Agronomy
															Other/
	Three Months			Nine Months
	Dairy Foods			Feed			Seed		Agronomy			Layers			Eliminations			Consolidated
	Ended			Ended
For the three months ended March 31, 2009:
	September 30,			September 30,
Net sales (1)	$	753,238		$	893,752		$	775,142	$	408,417		$	138,227		$	(21,462	)	$	2,947,314
	2007			2007
Cost of sales (2)		722,106			821,399			663,786		375,243			126,690			(21,954	)		2,687,270
Cost of sales – as previously reported	$	89,691		$	89,689
Selling, general and administrative		49,629			62,311			22,570		21,812			5,999			952			163,273
Adjustment for vendor rebates		4,380			4,380
Restructuring and impairment charges		—			297			—		—			—			—			297
Cost of sales – as restated		94,071			94,069
Interest expense (income), net		1,961			6,426			2,272		1,763			2,382			(1,606	)		13,198
Equity in earnings of affiliated companies – as previously reported		11,247			(50,588	)
Other expense (income), net		—			—			—		4,060			(6,447	)		—			(2,387	)
Adjustment for vendor rebates		(17,392	)		26,731
Equity in (earnings) losses of affiliated companies		(2,572	)		(1,988	)		—		13,292			(1,568	)		—			7,164
Equity in earnings of affiliated companies – as restated		(6,145	)		(23,857	)
(Loss) earnings before income taxes	$	(17,886	)	$	5,307		$	86,514	$	(7,753	)	$	11,171		$	1,146		$	78,499
Earnings before income taxes — as previously reported		(6,175	)		49,114
Adjustment for vendor rebates		13,012			(31,111	)
Earnings before income taxes — as restated		6,837			18,003


														Other/
	Dairy Foods			Feed		Seed		Agronomy			Layers			Eliminations			Consolidated
For the three months ended March 31, 2008:
Net sales (1)	$	1,048,059		$	941,732	$	627,117	$	487,151		$	181,142		$	(28,202	)	$	3,256,999
Cost of sales (2)		1,006,222			861,641		560,681		457,840			147,291			(27,383	)		3,006,292
Selling, general and administrative		46,951			63,392		22,712		24,577			8,997			950			167,579
Restructuring and impairment charges		53			—		—		—			—			—			53
Interest expense (income), net		2,540			7,184		692		4,499			3,600			(1,380	)		17,135
Other expense, net		—			12		—		—			—			—			12
Equity in (earnings) losses of affiliated companies		(2,598	)		119		—		9,471			(11,094	)		—			(4,102	)

(Loss) earnings before income taxes	$	(5,109	)	$	9,384	$	43,032	$	(9,236	)	$	32,348		$	(389	)	$	70,030


																Other/
	Dairy Foods			Feed			Seed			Agronomy			Layers			Eliminations			Consolidated
(1) Net sales includes intersegment sales of:
2009	$	1,707		$	9,149		$	9,529		$	1,934		$	—		$	(22,319	)	$	—
2008		2,158			10,745			8,926			9,656			—			(31,485	)		—

(2) Cost of sales includes period-to-period change in unrealized hedging (gains) losses of:
2009	$	2,023		$	(5,577	)	$	(1,704	)	$	(127	)	$	(115	)	$	8,025		$	2,525
2008		(1,670	)		14,508			6,338			—			7,755			1,010			27,941

																Other/
	Dairy Foods			Feed			Seed			Agronomy*			Layers			Eliminations			Consolidated
For the three months ended September 30, 2008:
Net sales (1)	$	984,888		$	990,757		$	45,014		$	642,168		$	135,470		$	(14,367	)	$	2,783,930
Cost of sales (2)		953,080			947,907			37,627			486,925			132,696			(10,905	)		2,547,330
Selling, general and administrative		52,057			69,483			18,641			46,943			14,339			3,179			204,642
Gain on insurance settlement		—			—			—			—			(4,032	)		—			(4,032	)
Interest expense (income), net		4,519			9,296			(3,944	)		2,318			4,481			(1,301	)		15,369
Equity in loss (earnings) of affiliated companies		656			(878	)		—			(11,602	)		(1,717	)		—			(13,541	)
Minority interest in earnings of subsidiaries		—			324			—			3,546			—			—			3,870
Earnings (loss) before income taxes	$	(25,424	)	$	(35,375	)	$	(7,310	)	$	114,038		$	(10,297	)	$	(5,340	)	$	30,292
For the three months ended September 30, 2007:
Net sales (1)	$	1,121,337		$	722,819		$	80,136		$	94,036		$	123,614		$	(7,369	)	$	2,134,573
Cost of sales (2)		1,062,331			653,875			65,488			94,071			104,223			(5,759	)		1,974,229
Selling, general and administrative		51,883			66,247			19,166			9,576			11,002			1,313			159,187
Restructuring and impairment charges		32			—			—			—			—			—			32
Interest expense (income), net		6,305			6,392			(3,956	)		(913	)		4,042			(1,531	)		10,339
Other expense (income), net		—			7			—			(9,390	)		—			—			(9,383	)
Equity in loss (earnings) of affiliated companies		566			(1,144	)		4			(6,145	)		(3,598	)		—			(10,317	)
Minority interest in earnings of subsidiaries		—			286			—			—			—			—			286
Earnings (loss) before income taxes	$	220		$	(2,844	)	$	(566	)	$	6,837		$	7,945		$	(1,392	)	$	10,200
For the nine months ended September 30, 2008:
Net sales (1)	$	3,070,416		$	2,858,333		$	920,207		$	2,123,009		$	455,208		$	(58,379	)	$	9,368,794
Cost of sales (2)		2,906,720			2,639,800			817,433			1,863,880			395,756			(53,590	)		8,569,999
Selling, general and administrative		143,891			201,947			61,749			104,549			36,255			13,939			562,330
Restructuring and impairment charges		41			—			—			—			—			—			41
Gain on insurance settlement		—			—			—			—			(4,032	)		—			(4,032	)
Interest expense (income), net		10,321			23,040			(5,201	)		13,400			10,433			(3,902	)		48,091
Other expense, net		—			12			—			—			—			—			12
Equity in earnings of affiliated companies		(4,801	)		(1,785	)		(1,252	)		(14,020	)		(16,241	)		—			(38,099	)
Minority interest in earnings of subsidiaries		—			646			—			14,907			—			—			15,553
Earnings (loss) before income taxes	$	14,244		$	(5,327	)	$	47,478		$	140,293		$	33,037		$	(14,826	)	$	214,899
For the nine months ended September 30, 2007:
Net sales (1)	$	2,994,676		$	2,175,933		$	739,526		$	94,036		$	354,556		$	(19,855	)	$	6,338,872
Cost of sales (2)		2,774,392			1,970,474			640,797			94,069			308,631			(16,801	)		5,771,562
Selling, general and administrative		149,563			189,706			59,020			21,188			26,111			3,452			449,040
Restructuring and impairment charges		141			595			688			—			297			—			1,721
Gain on insurance settlement		—			(5,941	)		—			—			—			—			(5,941	)
Interest expense (income), net		17,388			19,568			(4,640	)		(5,977	)		11,965			(4,245	)		34,059
Other (income) expense, net		(28,481	)		7			—			(9,390	)		—			185			(37,679	)
Equity in loss (earnings) of affiliated companies		1,924			(2,023	)		(50	)		(23,857	)		(7,300	)		(7	)		(31,313	)
Minority interest in earnings of subsidiaries		—			872			—			—			—			—			872
Earnings (loss) before income taxes	$	79,749		$	2,675		$	43,711		$	18,003		$	14,852		$	(2,439	)	$	156,551

* Increased Agronomy operations are due to the distribution of the crop protection products business to the Company from Agriliance in September 2007.

(1) Net sales includes intersegment sales of:

												Other/
	Dairy Foods		Feed		Seed			Agronomy		Layers		Eliminations			Consolidated
For the three months ended: September 30, 2008	$	1,705	$	16,946	$	(1,590	)	$	60	$	—	$	(17,121	)	$	—
For the three months ended: September 30, 2007		5,095		6,229		—			21		—		(11,345	)		—
For the nine months ended: September 30, 2008		6,128		38,209		11,483			10,955		—		(66,775	)		—
For the nine months ended: September 30, 2007		17,804		16,961		—			21		—		(34,786	)		—

(2) Cost of sales includes unrealized hedging (gains) losses of:

															Other/
	Dairy Foods			Feed			Seed			Agronomy		Layers			Eliminations		Consolidated
For the three months ended: September 30, 2008	$	(354	)	$	19,407		$	10,048		$	—	$	2,075		$	1,184	$	32,360
For the three months ended: September 30, 2007		(2,854	)		(5,039	)		(2,933	)		—		(1,133	)		390		(11,569	)
For the nine months ended: September 30, 2008		(4,611	)		25,617			10,393			—		2,695			1,399		35,493
For the nine months ended: September 30, 2007		(1,390	)		(762	)		(2,527	)		—		(1,277	)		897		(5,059	)

Unrealized hedging (gains) losses attributable to hedging activities within Agriliance are recognized in equity in earnings (loss) of affiliated companies in the Agronomy segment.

19. Subsequent Events

On December 31, 2008, the Company received $19.5 million in cash and recognized a $7.5 million gain on the sale of investment in Agronomy Company of Canada Ltd. within Agronomy. The Company’s consolidated balance sheet at December 31, 2008 reflects a $10.8 million receivable, $6.4 million of which was received in cash in January of 2009. The remaining $4.4 million receivable was accrued by the Company in accordance with the sale agreement requirement that a final purchase price true-up, which is based on the audited financial statements as of December 31, 2008, be determined and paid by the end of March 2009.

In December 2007, based on a deterioration in the financial results of Golden Oval Eggs, LLC (“Golden Oval”), the Company recorded a $22.0 million charge to establish reserves for its entire remaining equity investment and note balances in Golden Oval. The investment and note in Golden Oval were obtained in 2006 as part of the divestiture of MoArk’s liquid egg operations to Golden Oval. In February 2008, the Company and Golden Oval entered into an Amendment to Asset Purchase Agreement that modified certain terms and conditions of the sale, including the cancellation of the principal amount owed under the note and the issuance of a warrant to the Company for the right to purchase 880,492 convertible preferred units. As of the date the warrants were issued, the Company determined that the underlying units had an insignificant fair value. In December 2008, Golden Oval announced that it entered into an agreement to sell substantially all its assets. The transaction, if consummated, is expected to yield a per unit value between $4.25 per unit to approximately $4.75 per unit, subject to adjustments for applicable expenses and contingencies. As of December 31, 2008, the Company held the warrant for the 880,492 convertible preferred units, which carries a preference upon liquidation of $11.357 per unit, and 697,350 Class A units. The Company has notified Golden Oval that it intends to exercise the warrant prior to Golden Oval’s scheduled asset sale, noted above. The Company has the right, in its sole discretion, to convert to Class A units, any preferred units it receives upon exercise of its warrant. Golden Oval anticipates the sale to occur in 2009 at which time the Company would record any proceeds as a gain on sale of investment.

In December 2008, the Company experienced a fire at a dairy facility in Tulare, California. The carrying value of the damaged building and supplies inventory was minimal. Costs to repair the damaged property are covered under the terms of applicable insurance policies, subject to deductibles. The Company expects to receive insurance proceeds for reconstruction costs which, when received, a gain on insurance settlement will be recorded.

In November and December of 2008, the Company made open market purchases and retired a total of $18.7 million of the outstanding 8.75% Senior unsecured notes.

In December of 2008, the Company made open market purchases and retired $25.3 million of the outstanding 9.00% Senior secured notes.

On February 18, 2009, the Company, on a precautionary basis, requested waivers from the lenders participating in its five-year revolving credit facility and from the participants in its accounts receivable securitization facility related to possible defaults that may have occurred with respect to such facilities. The possible defaults relate to the accuracy, when delivered, of historical financial statements that were later adjusted or restated. The Company does not believe that any defaults actually occurred. The lenders under both facilities granted the waiver requests as of February 20, 2009.

20. Consolidating Financial Information

The Company has entered into financing arrangements which are guaranteed by the Company and certain of its wholly owned subsidiaries (the “Guarantor Subsidiaries”). Such guarantees are full, unconditional and joint and several. The Guarantor Subsidiaries consist primarily of Winfield Solutions, LLC and Land O’Lakes Purina Feed LLC. The Non-Guarantor Subsidiaries consist primarily of: MoArk, LLC; LOL SPV, LLC; LOL Finance Co.; a wholly owned foreign subsidiary and various majority-owned consolidated joint ventures.

AsIn ~~discussed~~January inand ~~Note 2~~February 2008, the Company ~~adjusted~~acquired ~~and~~partial ~~restated~~interests ~~its~~in ~~consolidated~~four ~~financial~~joint ventures ~~statements~~which asare part of ~~and~~Winfield, ~~for~~but ~~the~~are ~~three~~non-guarantors ~~and~~of ~~nine~~the ~~months~~Company’s ~~ended~~financing ~~September 30~~arrangements. Accordingly, ~~2007~~the ~~due~~consolidated tojoint ~~certain~~ventures’ ~~errors identified~~financial atinformation ~~MoArk~~has ~~and~~been ~~due~~included towith the non-guarantor ~~timing~~subsidiaries as of ~~recognizing~~and ~~vendor~~for ~~rebates~~the inthree ~~the~~months ~~crop~~ended ~~protection products~~March 31, ~~business~~2008. ~~and~~Subsequently, in ~~Agriliance~~ July 2008, ~~respectively.~~three ~~The~~of ~~adjustments~~the ~~for~~four ~~vendor~~joint ~~rebates~~ventures inwere ~~the~~deconsolidated ~~crop protection~~due ~~products~~to ~~business~~renegotiated ~~were~~operating agreements. ~~made~~Accordingly, toone ~~the~~remaining ~~Company~~consolidated joint venture’s ~~Winfield~~financial ~~Solutions,~~information ~~LLC~~has ~~(“Winfield”)~~been ~~subsidiary,~~included ~~which~~with isthe a non-guarantor subsidiaries as of and for the ~~Company’s~~three ~~financing~~months ~~arrangements.~~ended March 31, 2009. The ~~adjustments~~financial ~~for MoArk~~information ~~are~~related ~~recorded~~to ~~within~~the ~~non-guarantor~~three ~~subsidiaries.~~deconsolidated ~~The~~joint ~~adjustments~~ventures ~~for~~was ~~equity~~included ~~earnings~~in ofthe ~~Agriliance~~non-guarantor ~~and~~subsidiaries ~~certain~~until ~~tax~~the ~~adjustments~~date ~~related~~of todeconsolidation ~~Layers~~and ~~have~~subsequently has been ~~recorded~~included ~~within~~as equity ~~the~~method ~~Land~~investments ~~O’ Lakes,~~in ~~Inc.~~the ~~Parent~~financial ~~Company~~results ~~financial~~of ~~statements~~Winfield.

In January and February 2008, the Company acquired partial interests in four joint ventures which are part of Winfield, but are non-guarantors of the Company’s financing arrangements. Subsequently, in July 2008, three of the four joint ventures were deconsolidated due to renegotiated operating agreements. Accordingly, one remaining consolidated joint venture’s financial information has been included with the non-guarantor subsidiaries as of and for the three and nine months ended September 30, 2008. The financial information related to the three deconsolidated joint ventures was included in the non-guarantor subsidiaries until the date of deconsolidation, and subsequently have been included as equity method investments in the financial results of Winfield.

In September 2007, in conjunction with Agriliance’s distribution of crop protection product assets, the Company established Winfield, a wholly owned subsidiary, and consolidated this entity into the Agronomy segment. Winfield is a guarantor of the Company’s financing arrangements. Accordingly, Winfield’s financial information has been included with the consolidated guarantors as of September 30, 2008 and December 31, 2007 and for the three and nine months ended September 30, 2008.

In August 2007, the Company purchased Gold Medal Seeds LTD (“Gold Medal”), a Canadian business, and consolidated this entity into the Seed segment. As a foreign-based entity, Gold Medal is not a guarantor of the Company’s financing arrangements. Accordingly, Gold Medal’s financial information has been included with the non-guarantor subsidiaries as of September 30, 2008 and December 31, 2007 and for the three and nine months ended September 30, 2008 and since the date of purchase for the two months ending September 30, 2007.

In April 2007, the Company sold substantially all the assets related to its Cheese & Protein International LLC (“CPI”) subsidiary, which was a consolidated guarantor of the Company. Accordingly, as of the sale date, the divested operations of CPI have been removed from the consolidated guarantors supplemental financial information.

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.

2319

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING BALANCE SHEET ~~September~~March 3031, ~~2008~~2009

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			~~Non-~~Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	29,~~239~~451		$	~~2,601~~29		$	2324,~~995~~010		$	—		$	2833,~~835~~490
Receivables, net		~~100~~391,~~629~~645			~~805~~568,~~703~~167			~~949~~1,~~898~~124,660			(~~435~~638,~~323~~780	)		1,~~420~~445,~~907~~692
Intercompany receivables, net		~~337~~85,~~202~~194			1053,~~874~~567			—1,240			(~~348~~140,~~076~~001	)		—
Inventories		~~445~~373,~~077~~429			~~551~~759,~~007~~408			9394,~~800~~949			—			1,~~089~~227,~~884~~786
Prepaid assets		30111,~~755~~835			9108,~~003~~328			~~(126~~2,699	)		—			39222,~~632~~862
Other current assets		~~101~~77,~~634~~509			1810,~~023~~929			12,~~123~~220			—			~~120~~90,~~780~~658
Total current assets		1,~~017~~049,~~536~~063			1,~~397~~500,~~211~~428			1,~~068~~249,~~690~~778			(~~783~~778,~~399~~781	)		23,~~700~~020,~~038~~488
Investments		1,~~075~~083,~~801~~610			6054,~~574~~850			16,~~027~~126			(~~822~~853,~~492~~060	)		~~329~~301,~~910~~526
Property, plant and equipment, net		~~235~~267,~~425~~477			~~285~~292,~~001~~002			~~109~~113,~~373~~315			—			~~629~~672,~~799~~794
Goodwill, net		~~192~~191,~~177~~935			6664,~~271~~532			2120,~~097~~916			—			~~279~~277,~~545~~383
Other intangibles, net		21,~~270~~607			~~112~~110,~~788~~504			76,~~324~~888			—			~~122~~118,~~382~~999
Other assets		4167,~~453~~621			4241,~~577~~506			60,~~323~~159			(3,~~847~~898	)		~~140~~165,~~506~~388
Total assets	$	2,~~564~~661,~~662~~313		$	12,~~964~~063,~~422~~822		$	1,~~282~~467,~~834~~182		$	(1,~~609~~635,~~738~~739	)	$	4,~~202~~556,~~180~~578
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations	$	35113,~~001~~000		$	12,~~042~~377		$	~~916~~1,~~799~~121,876		$	(~~421~~619,~~617~~702	)	$	~~531~~617,~~225~~551
Current portion of long-term debt		—15			50			2,~~593~~503			~~(272~~—	)		2,~~371~~568
Accounts payable		~~437~~304,~~285~~683			~~703~~744,~~756~~471			4535,~~884~~866			(1622,~~048~~047	)		1,~~170~~062,~~877~~973
Intercompany payables, net		—			340,292			7,784			(348,076	)		—
Intercompany payable, net		—			149,580			(9,579	)		(140,001	)		—
Customer advances		~~593~~96,183			8321,~~941~~202			14,~~863~~249			—			11421,~~397~~634
Accrued liabilities		~~180~~212,~~537~~489			~~285~~206,~~599~~806			2930,~~727~~947			(~~1,505~~929	)		~~494~~449,~~358~~313
Patronage refunds and other member equities payable		4660,~~170~~118			—			—			—			4660,~~170~~118
Total current liabilities		~~699~~786,~~586~~488			1,~~339~~424,~~680~~486			1,~~004~~185,~~650~~862			(~~787~~782,~~518~~679	)		2,~~256~~614,~~398~~157
Long-term debt		~~557~~513,~~039~~190			8358			1918,~~515~~552			~~272~~—			~~576~~531,~~909~~800
Employee benefits and other liabilities		~~213~~344,~~250~~614			2829,~~960~~061			135,~~378~~629			—			~~255~~379,~~588~~304
Minority interests		(1	)		6,338			12,160			—			18,497
Commitments and contingencies
Equities:
Capital stock		1,~~644~~597			—(34	)		2,~~908~~935			(2,~~908~~901	)		1,~~644~~597
Additional paid-in capital		—			~~195~~200,~~359~~993			8173,~~588~~677			(~~276~~274,~~947~~670	)		—
Member equities		~~959~~970,~~778~~293			—			—			—			~~959~~970,~~778~~293
Accumulated other comprehensive loss		(61151,~~052~~609	)		(~~106~~1	)		~~167~~(55	)		~~(61~~56	)		(61151,~~052~~609	)
Retained earnings		~~194~~196,~~418~~740			~~394~~409,~~108~~259			~~148~~166,~~468~~286			(~~542~~575,~~576~~545	)		~~194~~196,~~418~~740
Total equities		1,094,788			589,361			233,131			(822,492	)		1,094,788
Total Land O’Lakes, Inc. equities		1,017,021			610,217			242,843			(853,060	)		1,017,021
Total liabilities and equities	$	2,564,662		$	1,964,422		$	1,282,834		$	(1,609,738	)	$	4,202,180
Noncontrolling interests		—			—			14,296			—			14,296
Total equities		1,017,021			610,217			257,139			(853,060	)		1,031,317
Total liabilities and equities	$	2,661,313		$	2,063,822		$	1,467,182		$	(1,635,739	)	$	4,556,578

2420

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS For the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2008~~2009

	Land
	O’Lakes, Inc.						~~Non-~~
	Parent			Consolidated			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	1,~~002~~494,~~391~~323		$	1,~~546~~273,~~956~~687		$	~~234~~179,~~583~~304		$	—		$	2,~~783~~947,~~930~~314
Cost of sales		~~967~~1,~~545~~351,406			1,~~364~~167,~~877~~679			~~214~~168,~~908~~185			—			2,~~547~~687,~~330~~270
Gross profit		34142,~~846~~917			~~182~~106,~~079~~008			1911,~~675~~119			—			~~236~~260,~~660~~044
Selling, general and administrative		7674,~~873~~021			~~110~~80,~~853~~125			169,~~916~~127			—			~~204~~163,~~642~~273
Gain on insurance settlement		—			—			(4,032	)		—			(4,032	)
Restructuring and impairment charges		—			297			—			—			297
(Loss) earnings from operations		(42,027	)		71,226			6,791			—			35,990
Earnings from operations		68,896			25,586			1,992			—			96,474
Interest expense (income), net		2119,~~628~~121			(2,~~520~~134	)		(3,~~739~~789	)		—			1513,~~369~~198
Equity in earnings of affiliated companies		(94,946	)		(1,159	)		(1,717	)		84,281			(13,541	)
Other (income) expense, net		(2,413	)		26			—			—			(2,387	)
Minority interest in earnings of subsidiaries		—			—			3,870			—			3,870
Equity in (earnings) losses of affiliated companies		(27,753	)		(305	)		(1,568	)		36,790			7,164
Earnings before income taxes		3179,~~291~~941			7427,~~905~~999			87,~~377~~349			(8436,~~281~~790	)		3078,~~292~~499
Income tax expense (benefit)		2,729			71			(1,070	)		—			1,730
Income tax (benefit) expense		(2,749	)		562			962			—			(1,225	)
Net earnings	$	2882,~~562~~690		$	7427,~~834~~437		$	96,~~447~~387		$	(8436,~~281~~790	)	$	2879,~~562~~724
Less: net losses attributable to noncontrolling interests		—			(42	)		(2,924	)		—			(2,966	)
Net earnings attributable to Land O’Lakes, Inc.	$	82,690		$	27,479		$	9,311		$	(36,790	)	$	82,690

2521

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING STATEMENT OF ~~OPERATIONS~~CASH FLOWS For the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2008~~2009

	Land
	O’Lakes, Inc.						~~Non-~~
	Parent			Consolidated			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	3,896,230		$	4,703,485		$	769,079		$	—		$	9,368,794
Cash flows from operating activities:
Cost of sales		3,637,022			4,281,579			651,398			—			8,569,999
Net earnings attributable to Land O’Lakes, Inc.	$	82,690		$	27,479		$	9,311		$	(36,790	)	$	82,690
Gross profit		259,208			421,906			117,681			—			798,795
Adjustments to reconcile net earnings attributable to Land O’Lakes, Inc. to net cash used by operating activities:
Selling, general and administrative		225,915			279,591			56,824			—			562,330
Depreciation and amortization		9,339			9,529			2,227			—			21,095
Restructuring and impairment		41			—			—			—			41
Amortization of deferred financing costs		402			114			85			—			601
Gain on insurance settlement		—			—			(4,032	)		—			(4,032	)
Bad debt recovery		(306	)		(297	)		(341	)		—			(944	)
Earnings from operations		33,252			142,315			64,889			—			240,456
Proceeds from patronage revolvement received		89			30			—			—			119
Interest expense (income), net		50,495			3,593			(5,997	)		—			48,091
Non-cash patronage income		(437	)		212			—			—			(225	)
Other expense, net		—			12			—			—			12
Deferred income tax benefit		(2,819	)		—			—			—			(2,819	)
Equity in earnings of affiliated companies		(230,312	)		(2,140	)		(16,241	)		210,594			(38,099	)
Increase in other assets		(218	)		(1,053	)		(22	)		14			(1,279	)
Minority interest in earnings of subsidiaries		—			—			15,553			—			15,553
Increase (decrease) in other liabilities		8,918			(103	)		(9	)		—			8,806
Earnings before income taxes		213,069			140,850			71,574			(210,594	)		214,899
Restructuring and impairment charges		—			297			—			—			297
Income tax expense		20,439			44			1,786			—			22,269
(Gain) loss on sale of investments		(2,236	)		26			—			—			(2,210	)
Net earnings	$	192,630		$	140,806		$	69,788		$	(210,594	)	$	192,630
Gain on foreign currency exchange contracts on sale of investment		(177	)		—			—			—			(177	)
Equity in (earnings) losses of affiliated companies		(27,753	)		(305	)		(1,568	)		36,790			7,164
Dividends from investments in affiliated companies		356			2,000			2,902			—			5,258
Net loss attributable to noncontrolling interests		—			(42	)		(2,924	)		—			(2,966	)
Other		(190	)		27			(3,286	)		—			(3,449	)
Changes in current assets and liabilities, net of acquisitions and divestitures:
Receivables		(116,343	)		(131,913	)		(194,542	)		90,724			(352,074	)
Inventories		3,721			(152,643	)		5,114			—			(143,808	)
Prepaids and other current assets		609,205			307,753			1,059			—			918,017
Accounts payable		(112,624	)		4,924			(5,381	)		908			(112,173	)
Customer advances		(546,997	)		(80,215	)		3,141			—			(624,071	)
Accrued liabilities		44,735			8,366			(12,391	)		2,589			43,299
Net cash used by operating activities		(50,645	)		(5,814	)		(196,625	)		94,235			(158,849	)
Cash flows from investing activities:
Additions to property, plant and equipment		(24,222	)		(6,438	)		(6,265	)		—			(36,925	)
Investments in affiliates		(75	)		(340	)		—			—			(415	)
Proceeds from sale of investments		5,568			—			—			—			5,568
Proceeds from foreign currency exchange contracts on sale of investment		518			—			—			—			518
Proceeds from sale of property, plant and equipment		6			836			—			—			842
Insurance proceeds for replacement assets		—			4,415			—			—			4,415
Change in notes receivable		(742	)		(28	)		1,032			—			262
Other		(2	)		250			—			—			248
Net cash used by investing activities		(18,949	)		(1,305	)		(5,233	)		—			(25,487	)
Cash flows from financing activities:
Increase in short-term debt		93,002			133			209,281			(94,235	)		208,181
Proceeds from issuance of long-term debt		—			10			—			—			10
Principal payments on long-term debt and capital lease obligations		(7	)		(16	)		(633	)		—			(656	)
Payments for redemption of member equities		(18,853	)		—			—			—			(18,853	)
Other		(82	)		(7	)		(1,587	)		—			(1,676	)
Net cash provided by financing activities		74,060			120			207,061			(94,235	)		187,006
Net increase (decrease) in cash and cash equivalents		4,466			(6,999	)		5,203			—			2,670
Cash and cash equivalents at beginning of period		4,985			7,028			18,807			—			30,820
Cash and cash equivalents at end of period	$	9,451		$	29		$	24,010		$	—		$	33,490

2622

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING ~~STATEMENT~~BALANCE ~~OF CASH FLOWS~~SHEET ~~For the nine months ended September~~December 3031, 2008

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
ASSETS
Net earnings	$	192,630		$	140,806		$	69,788		$	(210,594	)	$	192,630
Current assets:
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Cash and cash equivalents	$	4,985		$	7,028		$	18,807		$	—		$	30,820
Depreciation and amortization		27,944			31,989			7,843			—			67,776
Receivables, net		130,313			580,897			941,107			(548,056	)		1,104,261
Amortization of deferred financing costs		1,467			—			1,946			—			3,413
Intercompany receivables, net		238,447			9,633			1,240			(249,320	)		—
Bad debt expense		2,100			2,216			1,415			—			5,731
Inventories		377,150			606,765			100,063			—			1,083,978
Proceeds from patronage revolvement received		1,769			8			—			—			1,777
Prepaid assets		686,331			410,295			4,379			—			1,101,005
Non-cash patronage income		(622	)		(3,555	)		—			—			(4,177	)
Other current assets		105,190			16,715			1,599			—			123,504
Deferred income tax expense (benefit)		(20,707	)		—			—			—			(20,707	)
Total current assets		1,542,416			1,631,333			1,067,195			(797,376	)		3,443,568
Increase in other assets		(479	)		(1,676	)		(226	)		112			(2,269	)
Investments		1,058,744			57,027			16,517			(817,801	)		314,487
Increase (decrease) in other liabilities		21,349			51			(1	)		—			21,399
Property, plant and equipment, net		252,638			294,212			111,411			—			658,261
Restructuring and impairment		41			—			—			—			41
Goodwill, net		191,936			64,532			20,708			—			277,176
Loss on sale of investments		—			12			—			—			12
Other intangibles, net		2,113			111,763			7,106			—			120,982
Gain on insurance settlement		—			—			(4,032	)		—			(4,032	)
Other assets		71,684			40,553			58,485			(3,884	)		166,838
Equity in earnings of affiliated companies		(230,312	)		(2,140	)		(16,241	)		210,594			(38,099	)
Total assets	$	3,119,531		$	2,199,420		$	1,281,422		$	(1,619,061	)	$	4,981,312
Dividends from investments in affiliated companies		23,126			1,900			7,626			—			32,652
LIABILITIES AND EQUITIES
Minority interests		—			—			15,553			—			15,553
Current liabilities:
Other		(2,121	)		(611	)		34			—			(2,698	)
Notes and short-term obligations	$	19,998		$	2,244		$	912,595		$	(525,467	)	$	409,370
Changes in current assets and liabilities, net of acquisitions and divestitures:
Current portion of long-term debt		281			50			2,533			—			2,864
Receivables		300,146			(317,561	)		(66,882	)		(328,283	)		(412,580	)
Accounts payable		418,156			739,547			41,247			(22,955	)		1,175,995
Inventories		(54,400	)		(23,993	)		(24,530	)		—			(102,923	)
Intercompany payables, net		—			246,342			2,978			(249,320	)		—
Prepaids and other current assets		411,463			391,431			7,898			—			810,792
Customer advances		643,180			401,417			1,108			—			1,045,705
Accounts payable		(60,983	)		73,775			6,150			(3,931	)		15,011
Accrued liabilities		185,234			198,440			43,338			(3,518	)		423,494
Customer advances		(513,476	)		(401,929	)		(17,611	)		—			(933,016	)
Patronage refunds and other member equities payable		37,751			—			—			—			37,751
Accrued liabilities		24,313			133,366			(5,152	)		2,289			154,816
Total current liabilities		1,304,600			1,588,040			1,003,799			(801,260	)		3,095,179
Net cash provided (used) by operating activities		123,248			24,089			(16,422	)		(329,813	)		(198,898	)
Long-term debt		512,785			71			19,099			—			531,955
Cash flows from investing activities:
Employee benefits and other liabilities		325,294			29,047			4,063			—			358,404
Additions to property, plant and equipment		(64,472	)		(36,682	)		(19,379	)		—			(120,533	)
Commitments and contingencies
Acquisitions, net of cash acquired		(1,743	)		(1,096	)		(6,201	)		—			(9,040	)
Equities:
Investments in affiliates		(50,625	)		—			(235	)		—			(50,860	)
Capital stock		1,611			(34	)		2,935			(2,901	)		1,611
Distributions from investments in affiliated companies		1,400			71			7,353			—			8,824
Additional paid-in capital		—			200,643			73,885			(274,528	)		—
Proceeds from sale of investments		—			49			—			—			49
Member equities		947,141			—			—			—			947,141
Proceeds from sale of property, plant and equipment		3,676			1,708			197			—			5,581
Accumulated other comprehensive loss		(150,277	)		(15	)		(31	)		46			(150,277	)
Insurance proceeds for replacement assets		—			—			5,321			—			5,321
Retained earnings		178,377			381,679			158,739			(540,418	)		178,377
Change in notes receivable		145			604			(12,355	)		—			(11,606	)
Total Land O’Lakes, Inc. equities		976,852			582,273			235,528			(817,801	)		976,852
Other		(167	)		—			3,216			—			3,049
Noncontrolling interests		—			(11	)		18,933			—			18,922
Net cash used by investing activities		(111,786	)		(35,346	)		(22,083	)		—			(169,215	)
Total equities		976,852			582,262			254,461			(817,801	)		995,774
Cash flows from financing activities:
Total liabilities and equities	$	3,119,531		$	2,199,420		$	1,281,422		$	(1,619,061	)	$	4,981,312
Increase (decrease) in short-term debt		24,632			(2,773	)		37,013			329,813			388,685
Proceeds from issuance of long-term debt		—			—			496			—			496
Principal payments on long-term debt		(32	)		(405	)		(13,701	)		—			(14,138	)
Payments for redemption of member equities		(94,896	)		—			—			—			(94,896	)
Distribution to members		48,700			—			(48,700	)		—			—
Other		(38	)		—			—			—			(38	)
Net cash used by financing activities		(21,634	)		(3,178	)		(24,892	)		329,813			280,109
Net decrease in cash and cash equivalents		(10,172	)		(14,435	)		(63,397	)		—			(88,004	)
Cash and cash equivalents at beginning of period		12,411			17,036			87,392			—			116,839
Cash and cash equivalents at end of period	$	2,239		$	2,601		$	23,995		$	—		$	28,835

2723

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING ~~BALANCE~~STATEMENT ~~SHEET~~OF OPERATIONS ~~December~~For the Three Months Ended March 31, ~~2007~~2008

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
ASSETS
Net sales	$	1,636,597		$	1,364,571		$	255,831		$	—		$	3,256,999
Current assets:
Cost of sales		1,536,532			1,268,501			201,259			—			3,006,292
Cash and cash equivalents	$	12,411		$	17,036		$	87,392		$	—		$	116,839
Gross profit		100,065			96,070			54,572			—			250,707
Receivables, net		352,797			544,941			872,799			(763,606	)		1,006,931
Selling, general and administrative		71,047			79,831			16,701			—			167,579
Intercompany receivables		—			146,951			—			(146,951	)		—
Restructuring and impairment charges		53			—			—			—			53
Inventories		390,236			527,014			47,265			—			964,515
Earnings from operations		28,965			16,239			37,871			—			83,075
Prepaid expenses		454,073			398,820			4,364			—			857,257
Interest expense (income), net		14,982			3,203			(1,050	)		—			17,135
Other current assets		55,781			19,637			939			—			76,357
Other expense, net		—			12			—			—			12
Total current assets		1,265,298			1,654,399			1,012,759			(910,557	)		3,021,899
Equity in (earnings) losses of affiliated companies		(48,991	)		81			(11,093	)		55,901			(4,102	)
Investments		1,339,385			48,312			15,528			(1,099,212	)		304,013
Earnings before income taxes		62,974			12,943			50,014			(55,901	)		70,030
Property, plant and equipment, net		197,177			270,044			98,072			—			565,293
Income tax expense		1,691			71			5,160			—			6,922
Goodwill, net		211,900			47,632			21,410			—			280,942
Net earnings		61,283			12,872			44,854			(55,901	)		63,108
Other intangibles, net		3,587			113,440			7,977			—			125,004
Less: net earnings attributable to noncontrolling interests		—			—			1,825			—			1,825
Other assets		35,887			35,927			53,965			(3,735	)		122,044
Net earnings attributable to Land O’Lakes, Inc.	$	61,283		$	12,872		$	43,029		$	(55,901	)	$	61,283
Total assets	$	3,053,234		$	2,169,754		$	1,209,711		$	(2,013,504	)	$	4,419,195
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations	$	—		$	3,815		$	879,785		$	(751,430	)	$	132,170
Current portion of long-term debt		—			396			2,907			(221	)		3,082
Accounts payable		498,081			629,981			34,408			(12,117	)		1,150,353
Intercompany payables		90,209			55,855			887			(146,951	)		—
Customer advances		514,069			410,870			1,301			—			926,240
Accrued liabilities		159,693			152,233			33,289			(3,794	)		341,421
Patronage refunds and other member equities payable		28,065			—			—			—			28,065
Total current liabilities		1,290,117			1,253,150			952,577			(914,513	)		2,581,331
Long-term debt		556,844			142			29,702			221			586,909
Employee benefits and other liabilities		191,938			25,002			13,504			—			230,444
Minority interests		—			1,558			4,617			—			6,175
Commitments and contingencies
Equities:
Capital stock		1,701			—			2,909			(2,909	)		1,701
Additional paid-in capital		—			639,343			125,260			(764,603	)		—
Member equities		937,126			—			—			—			937,126
Accumulated other comprehensive (loss) earnings		(61,931	)		(189	)		476			(287	)		(61,931	)
Retained earnings		137,439			250,748			80,666			(331,413	)		137,440
Total equities		1,014,335			889,902			209,311			(1,099,212	)		1,014,336
Total liabilities and equities	$	3,053,234		$	2,169,754		$	1,209,711		$	(2,013,504	)	$	4,419,195

2824

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING STATEMENT OF ~~OPERATIONS~~CASH FLOWS For the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2007~~2008

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
				(Restated)									(Restated)
Cash flows from operating activities:
Net sales	$	1,263,430		$	728,856		$	142,287		$	—		$	2,134,573
Net earnings attributable to Land O’Lakes, Inc.	$	61,283		$	12,872		$	43,029		$	(55,901	)	$	61,283
Cost of sales		1,193,525			657,941			122,763			—			1,974,229
Adjustments to reconcile net earnings attributable to Land O’Lakes, Inc. to net cash provided (used) by operating activities:
Gross profit		69,905			70,915			19,524			—			160,344
Depreciation and amortization		9,760			10,168			2,218			—			22,146
Selling, general and administrative		74,976			74,942			9,269			—			159,187
Amortization of deferred financing costs		489			—			36			—			525
Restructuring and impairment charges		32			—			—			—			32
Bad debt expense		388			460			138			—			986
(Loss) earnings from operations		(5,103	)		(4,027	)		10,255			—			1,125
Proceeds from patronage revolvement received		1,560			—			—			—			1,560
Interest expense (income), net		15,457			(172	)		(4,946	)		—			10,339
Non-cash patronage income		(783	)		(548	)		—			—			(1,331	)
Other (income) expense, net		(9,390	)		7			—			—			(9,383	)
Deferred income tax benefit		(14,631	)		—			—			—			(14,631	)
Equity in earnings of affiliated companies		(21,513	)		(1,162	)		(4,255	)		16,613			(10,317	)
Increase in other assets		(425	)		(537	)		(30	)		44			(948	)
Minority interest in earnings of subsidiaries		—			—			286			—			286
Increase in other liabilities		5,801			(76	)		—			—			5,725
Earnings (loss) before income taxes		10,343			(2,700	)		19,170			(16,613	)		10,200
Restructuring and impairment charges		53			—			—			—			53
Income tax expense (benefit)		7,254			75			(218	)		—			7,111
Loss on sale of investment		—			12			—			—			12
Net (loss) earnings	$	3,089		$	(2,775	)	$	19,388		$	(16,613	)	$	3,089
Equity in (earnings) losses of affiliated companies		(48,991	)		81			(11,093	)		55,901			(4,102	)
Dividends from investments in affiliated companies		227			500			4,721			—			5,448
Net earnings attributable to noncontrolling interests		—			—			1,825			—			1,825
Other		(189	)		5			(10	)		—			(194	)
Changes in current assets and liabilities, net of acquisitions and divestitures:
Receivables		(95,538	)		(38,902	)		(353,163	)		36,976			(450,627	)
Inventories		34,607			(124,781	)		(22,475	)		—			(112,649	)
Prepaids and other current assets		422,705			(64,662	)		(3,161	)		(2	)		354,880
Accounts payable		40,143			139,454			23,296			2,375			205,268
Customer advances		(465,392	)		37,163			(899	)		—			(429,128	)
Accrued liabilities		64,020			23,934			2,249			1,080			91,283
Net cash provided (used) by operating activities		15,087			(4,857	)		(313,319	)		40,473			(262,616	)
Cash flows from investing activities:
Additions to property, plant and equipment		(4,221	)		(9,106	)		(10,989	)		—			(24,316	)
Acquisitions, net of cash acquired		—			—			(6,419	)		—			(6,419	)
Investments in affiliates		(50,600	)		—			(235	)		—			(50,835	)
Distributions from investments in affiliated companies		—			—			4,448			—			4,448
Proceeds from sale of investments		—			49			—			—			49
Proceeds from sale of property, plant and equipment		—			66			—			—			66
Change in notes receivable		(5,657	)		500			(881	)		—			(6,038	)
Other		(208	)		—			(268	)		—			(476	)
Net cash used by investing activities		(60,686	)		(8,491	)		(14,344	)		—			(83,521	)
Cash flows from financing activities:
Increase (decrease) in short-term debt		56,347			(2,429	)		328,486			(40,473	)		341,931
Proceeds from issuance of long-term debt		(1,559	)		—			2,225			—			666
Principal payments on long-term debt and capital lease obligations		(499	)		(196	)		(11,998	)		—			(12,693	)
Payments for redemption of member equities		(22,161	)		—			—			—			(22,161	)
Distribution to members		30,900			—			(30,900	)		—			—
Other		(36	)		—			—			—			(36	)
Net cash provided (used) by financing activities		62,992			(2,625	)		287,813			(40,473	)		307,707
Net increase (decrease) in cash and cash equivalents		17,393			(15,973	)		(39,850	)		—			(38,430	)
Cash and cash equivalents at beginning of period		12,411			17,036			87,392			—			116,839
Cash and cash equivalents at end of period	$	29,804		$	1,063		$	47,542		$	—		$	78,409

2925

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS For the nine months ended September 30, 2007

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
				(Restated)									(Restated)
Net sales	$	3,481,824		$	2,424,641		$	432,407		$	—		$	6,338,872
Cost of sales		3,194,450			2,195,112			382,000			—			5,771,562
Gross profit		287,374			229,529			50,407			—			567,310
Selling, general and administrative		218,046			205,341			25,653			—			449,040
Restructuring and impairment charges		828			595			298			—			1,721
Gain on insurance settlement		—			(5,941	)		—			—			(5,941	)
Earnings from operations		68,500			29,534			24,456			—			122,490
Interest expense (income), net		34,024			(1,506	)		1,541			—			34,059
Other income, net		(9,205	)		(28,474	)		—			—			(37,679	)
Equity in earnings of affiliated companies		(111,260	)		(2,114	)		(8,696	)		90,757			(31,313	)
Minority interest in earnings of subsidiaries		—			—			872			—			872
Earnings before income taxes		154,941			61,628			30,739			(90,757	)		156,551
Income tax expense		19,724			343			1,267			—			21,334
Net earnings	$	135,217		$	61,285		$	29,472		$	(90,757	)	$	135,217

LAND O’LAKES, INC.

SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2007

	Land
	O’Lakes, Inc.						Non-
	Parent			Consolidated			Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
				(Restated)									(Restated)
Cash flows from operating activities:
Net earnings	$	135,217		$	61,285		$	29,472		$	(90,757	)	$	135,217
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation and amortization		31,260			23,448			7,871			—			62,579
Amortization of deferred financing costs		1,330			288			654			—			2,272
Bad debt expense		317			2,008			188			—			2,513
Proceeds from patronage revolvement received		3,128			5			—			—			3,133
Non-cash patronage income		(1,413	)		(49	)		—			—			(1,462	)
Insurance recovery – business interruption		—			4,551			—			—			4,551
Deferred income tax expense (benefit)		(5,368	)		(25,771	)		—			—			(31,139	)
Increase in other assets		(1,110	)		(947	)		—			—			(2,057	)
Decrease in other liabilities		(1,040	)		326			(1	)		—			(715	)
Restructuring and impairment charges		828			595			298			—			1,721
(Gain) loss on divestiture of business		—			(28,481	)		7			—			(28,474	)
Gain on sale of investments		(9,205	)		—			—			—			(9,205	)
Gain on insurance settlement		—			(5,941	)		—			—			(5,941	)
Equity in earnings of affiliated companies		(111,260	)		(2,114	)		(8,696	)		90,757			(31,313	)
Dividends from investments in affiliated companies		20,523			972			5,525			—			27,020
Minority interests		—			—			872			—			872
Other		283			(320	)		(181	)		—			(218	)
Changes in current assets and liabilities, net of acquisitions and divestitures:
Receivables		45,796			59,989			(145,600	)		(145,727	)		(185,542	)
Inventories		(132,971	)		(8,756	)		(8,391	)		—			(150,118	)
Other current assets		293,256			11,249			1,350			—			305,855
Accounts payable		132,894			86,710			(2,337	)		(6,717	)		210,550
Customer advances		(383,618	)		(23,401	)		(3,592	)		—			(410,611	)
Accrued liabilities		44,780			21,923			3,429			(2,282	)		67,850
Net cash provided (used) by operating activities		63,627			177,569			(119,132	)		(154,726	)		(32,662	)
Cash flows from investing activities:
Additions to property, plant and equipment		(30,147	)		(27,837	)		(4,325	)		—			(62,309	)
Acquisitions		(58	)		—			(2,872	)		—			(2,930	)
Investments in affiliates		(216,399	)		—			(156	)		—			(216,555	)
Net settlement on repositioning investment in joint venture		32,248			(165,787	)		—			—			(133,539	)
Net proceeds from divestiture of businesses		211,851			—			250			—			212,101
Proceeds from sale of investments		475			—			—			—			475
Proceeds from sale of property, plant and equipment		2,038			2,942			88			—			5,068
Insurance proceeds for replacement assets		—			8,635			—			—			8,635
Change in notes receivable		1,071			125			(19,575	)		186			(18,193	)
Other		(209	)		(227	)		(170	)		—			(606	)
Net cash provided (used) by investing activities		870			(182,149	)		(26,760	)		186			(207,853	)
Cash flows from financing activities:
(Decrease) increase in short-term debt		(475	)		(611	)		129,180			154,540			282,634
Proceeds from issuance of long-term debt		—			1,750			3,750			—			5,500
Principal payments on long-term debt		(9,022	)		(12,112	)		(15,722	)		—			(36,856	)
Payments for redemption of member equities		(36,213	)		—			—			—			(36,213	)
Other		(153	)		(3	)		—			—			(156	)
Net cash (used) provided by financing activities		(45,863	)		(10,976	)		117,208			154,540			214,909
Net increase (decrease) in cash and cash equivalents		18,634			(15,556	)		(28,684	)		—			(25,606	)
Cash and cash equivalents at beginning of period		8,976			15,613			55,118			—			79,707
Cash and cash equivalents at end of period	$	27,610		$	57		$	26,434		$	—		$	54,101

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~~March 3031, ~~2008~~2009, we reported net ~~sales~~ sales of $2.89 billion and net earnings of $2882.67 million, compared to net sales of $23.13 billion and ~~net~~ net earnings of $361.13 million for the three months ended ~~September~~March 3031, ~~2007. For the nine months ended September 30,~~ 2008~~, we reported net sales of $9~~.~~4 billion~~ ~~and net earnings of $192.6 million compared to net sales of $6.3 billion and net earnings of $135.2 million for the nine months ended September 30, 2007.~~ The primary ~~reasons~~drivers for the increase in net earnings ~~increase for the nine months ended September 30, 2008~~ were improved earnings in ~~Agronomy~~Seed and ~~Layers~~Agronomy, ~~due to favorable market conditions,~~ partially offset by ~~a decline~~ declines in Layers, Dairy Foods ~~earnings~~ and ~~the 2007 gain on the sale of Cheese & Protein International (CPI)~~Feed. ~~In September 2007, the Company repositioned its Agronomy~~ segment, which had previously consisted primarily of its Agriliance LLC (“Agriliance”) 50% owned joint venture accounted for under the equity method. Effective September 1, 2007, Agriliance distributed its wholesale crop protection product business to the Company and its wholesale crop nutrient business to CHS Inc. Since that date, the Company’s Agronomy segment includes the consolidated financial results of the wholesale crop protection product business.

~~Adjustment~~ On March 6, 2007, the Company announced that one of its indirect wholly owned subsidiaries, Forage Genetics Inc. filed a motion to intervene in a lawsuit brought against the U.S. Department of Agriculture (“USDA”) by the Center for Food Safety, the Sierra Club, two individual farmers/seed producers (together, the “Plaintiffs”) and ~~Restatement~~others regarding Roundup Ready® Alfalfa. The plaintiffs claim that the USDA did not sufficiently assess the potential environmental impact of ~~Prior~~its ~~Years’~~decision to ~~Consolidated~~approve ~~Financial~~Roundup ~~Statements~~Ready® Alfalfa in 2005. The Monsanto Company and several independent alfalfa growers also filed motions to intervene in the lawsuit. On March 12, 2007, the United States District Court for the Northern District of California (the “Court”) issued a preliminary injunction enjoining all future plantings of Roundup Ready® Alfalfa beginning March 30, 2007. The Court specifically permitted plantings until that date only to the extent the seed to be planted was purchased on or before March 12, 2007. On May 3, 2007, the Court issued a permanent injunction enjoining all future plantings of Roundup Ready® Alfalfa until after an environmental impact study can be completed and a deregulation petition is approved. Roundup Ready® Alfalfa planted before March 30, 2007 may be grown, harvested and sold to the extent certain court-ordered cleaning and handling conditions are satisfied. In January 2008, the USDA filed a notice of intent to file an Environmental Impact Study (the “EIS”). Despite delays in the completion of the draft EIS, the Company anticipates that the USDA will issue its final EIS in early 2010. Although the Company believes the outcome of the EIS will be favorable, which would allow for the reintroduction of the product into the market by 2010, there are approximately $10.5 million of purchase commitments with seed producers over the next year and $26.0 million of inventory as of March 31, 2009, which could negatively impact future earnings if the results of the study are unfavorable or delayed.

~~MoArk~~ In a letter dated January 18, ~~LLC~~2001, ~~Adjustment~~the Company was identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party in connection with hazardous substances and wastes at the Hudson Refinery Superfund Site in Cushing, Oklahoma. The letter invited the Company to enter into negotiations with the EPA for the performance of ~~Financial~~a remedial ~~Results~~investigation and feasibility study at the Site and also demanded that the Company reimburse the EPA approximately $8.9 million for removal costs already incurred at the Site. In March 2001, the Company responded to the EPA denying any responsibility with respect to the costs incurred for the remediation expenses incurred through that date. On February 25, 2008, the Company received a Special Notice Letter (“Letter”) from the EPA inviting the Company to enter into negotiations with the EPA to perform selected remedial action for remaining contamination and to resolve the Company’s potential liability for the Site. In the Letter, the EPA claimed that it has incurred approximately $21.0 million in response costs at the Site through October 31, 2007 and is seeking reimbursement of these costs. The EPA has also stated that the estimated cost of the selected remedial action for remaining contamination is $9.6 million. The Company maintains that the costs incurred by the EPA were the direct result of damage caused by owners subsequent to the Company, including negligent salvage activities and lack of maintenance. On January 6, 2009, the EPA issued a Unilateral Administrative Order (“UAO”) directing the Company to perform remedial design and remedial action (“RD/RA”) at the Site. The Company filed its Notice of Intent to Comply with the UAO on February 10, 2009. On April 20, 2009, the EPA issued its authorization to proceed with RD/RA activities. In addition, the Company is analyzing the amount and extent of its insurance coverage that may be available to further mitigate its ultimate exposure. At the present time, the Company’s request for coverage has been denied. The Company initiated litigation against two carriers on February 18, 2009. As of March 31, 2009, based on the most recent facts and circumstances available to the Company, an $8.9 million environmental reserve recorded in a prior period remained in the Company’s consolidated financial statements.

On August 8, 2008, the Company determined that its Annual Report on Form 10-K for the year ended December 31, 2007, contained an error. The error related to a material error in the consolidated financial statements of MoArk, LLC (“MoArk”), a wholly owned consolidated subsidiary of the Company, which were included in the Company’s Form 10-K. MoArk’s accounting treatment applied to a real estate transaction during the 2005 fiscal year resulted in overstated net earnings of $3.9 million. The Company’s Audit Committee and its management discussed and consulted with KPMG LLP (“KPMG”), the Company’s and MoArk’s registered independent public accounting firm, with respect to this matter. MoArk’s management also discussed this matter with its predecessor independent public accounting firm, Moore Stephens Frost (“MSF”), since MSF provided the auditors’ report on MoArk’s 2005 audited consolidated financial statements referenced by KPMG in KPMG’s auditors’ report on the Company’s 2005 consolidated financial statements. MSF has not issued an auditors’ report on MoArk’s restated 2005 financial statements. Accordingly, KPMG withdrew its auditors’ report on the Company’s 2005 to 2007 consolidated financial statements since KPMG was no longer able to reference MSF’s auditors’ report on MoArk’s audited financial statements. As a result of these actions, the Company’s Audit Committee concluded that the Company’s 2007 Form 10-K should not be relied on. The Audit Committee also concluded that, despite the material error contained in MoArk’s 2005 financial statements, the Company’s 2005 consolidated financial statements and its consolidated financial statements for periods thereafter would not be materially impacted by the accounting error, nor would there be any impact on the Company’s or MoArk’s cash flows.

On November 10, 2008, KPMG informed the Company that it was unable to complete its audit of MoArk’s stand-alone financial statements for the 2005 to 2007 periods. KPMG noted that MoArk’s books and records were incomplete, primarily with respect to the original capital contributions made during the formation of MoArk and subsequent purchase price allocations related to the acquisitions completed by MoArk and its subsidiaries during the fiscal years 2000 to 2002. Without adequate books and records, KPMG informed the Company that it was unable to perform adequate audit procedures related to certain of MoArk’s transactions in accounts, including, but not limited to, goodwill and working capital balances.

Although the consolidated financial statements for the quarterly periods ended September 30, 2007, June 30, 2007 and March 31, 2007 and for the annual period ended December 31, 2007 were not considered materially misstated due to the MoArk errors, the financial results for the year ending December 31, 2006 was deemed materially misstated. Accordingly, the consolidated financial statements for the year ended December 31, 2006 have been restated. As a result of correcting these errors, the Company was required to record an additional $15.7 million goodwill impairment charge, net of income taxes, for the year ending December 31, 2006. A $17.8 million cumulative adjustment to reduce retained earnings at December 31, 2007 has been recorded in the consolidated balance sheet contained herein to reflect the aggregate impact of the corrections to retained earnings for the years 2000 through 2007. As a result of the goodwill impairment in the second half of 2006 and fair value adjustments for purchase accounting in the periods from 2000 through 2006, MoArk’s remaining goodwill, which is reflected in the Company’s Layers segment, decreased $37.3 million to $21.0 million as of December 31, 2007.

The MoArk adjustments and the reclassification of the deferred compensation plan balances as described above have been reflected in the December 31, 2007 consolidated balance sheet as follows:

	Previously
	Reported		Effect of			Adjusted
	2007		Adjustment			2007
Total current assets	$	3,020,272	$	1,627		$	3,021,899
Investments		303,978		35			304,013
Property, plant and equipment, net		551,752		13,541			565,293
Goodwill, net		318,224		(37,282	)		280,942
Other intangibles, net		119,167		5,837			125,004
Other assets		118,438		3,606			122,044
Total assets		4,431,831		(12,636	)		4,419,195
Total current liabilities		2,579,486		1,845			2,581,331
Long-term debt		611,602		(24,693	)		586,909
Employee benefits and other liabilities		202,400		28,044			230,444
Retained earnings		155,272		(17,832	)		137,440
Total equities		1,032,168		(17,832	)		1,014,336
Total liabilities and equities		4,431,831		(12,636	)		4,419,195

Agriliance Restatement of Financial Results

In March 2008, the Company became aware of previously undetected misstatements to the financial statements of Agriliance LLC (“Agriliance”), a 50%-owned joint venture which is reflected in our Agronomy segment and is accounted for under the equity method of accounting. For Agriliance’s years ended August 31, 2003 through 2007, Agriliance misapplied Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (“EITF 02-16”). Agriliance estimated vendor rebates earned for certain vendor programs based on, among other things, long-term agreements, prior historical rebate amounts and current negotiations with vendors, and then recorded the rebates throughout the vendor program year as product was purchased and/or sold. Certain of these arrangements with vendors were not executed until various times during the vendor’s crop year program.

In accordance with EITF 02-16, rebates are to be recorded as earned when evidence of a binding arrangement exists (which in most cases is either a signed agreement between the Company and the vendor or published vendor rebate programs) or in the absence of such arrangements, when cash is received.

Agriliance restated its financial statements for the periods in which the misstatements occurred. Although Land O’Lakes consolidated annual financial statements were not considered materially misstated during the periods in which the misstatements occurred, the Company’s quarterly financial results for the periods ending March 31, June 30, and September 30, 2007 and 2006 were deemed materially misstated. The Company has restated its quarterly operating results with respect to the misstatements for the three and nine months ending September 30, 2007 in this Form 10-Q. The misstatements had no impact to the Company’s cash flows.

Other Significant Items

On March 6, 2007, the Company announced that one of its indirect wholly owned subsidiaries, Forage Genetics Inc. filed a motion to intervene in a lawsuit brought against the U.S. Department of Agriculture (“USDA”) by the Center for Food Safety, the Sierra Club, two individual farmers/seed producers (together, the “Plaintiffs”) and others regarding Roundup Ready® Alfalfa. The plaintiffs claim that the USDA did not sufficiently assess the potential environmental impact of its decision to approve Roundup Ready® Alfalfa in 2005. The Monsanto Company and several independent alfalfa growers also filed motions to intervene in the lawsuit. On March 12, 2007, the United States District Court for the Northern District of California (the “Court”) issued a preliminary injunction enjoining all future plantings of Roundup Ready® Alfalfa beginning March 30, 2007. The Court specifically permitted plantings until that date only to the extent the seed to be planted was purchased on or before March 12, 2007. On May 3, 2007, the Court issued a permanent injunction enjoining all future plantings of Roundup Ready® Alfalfa until after an environmental impact study can be completed and a deregulation petition is approved. Roundup Ready® Alfalfa planted before March 30, 2007 may be grown, harvested and sold to the extent certain court-ordered cleaning and handling conditions are satisfied. In January 2008, the USDA filed a notice of intent to file an Environmental Impact Study. The USDA expects to complete its draft EIS in June of 2009, with a final EIS to be completed by the end of 2009. Although the Company believes the outcome of the environmental study will be favorable, which would allow for the reintroduction of the product into the market by 2010, there are approximately $13.3 million of purchase commitments with seed producers over the next year and $23.1 million of inventory as of September 30, 2008, which could negatively impact future earnings if the results of the study are unfavorable or delayed.

In a letter dated January 18, 2001, the Company was identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party in connection with hazardous substances and wastes at the Hudson Refinery Superfund Site in Cushing, Oklahoma. The letter invited the Company to enter into negotiations with the EPA for the performance of a remedial investigation and feasibility study at the Site and also demanded that the Company reimburse the EPA approximately $8.9 million for removal costs already incurred at the Site. In March 2001, the Company responded to the EPA denying any responsibility with respect to the costs incurred for the remediation expenses incurred through that date. On February 25, 2008, the Company received a Special Notice Letter (“Letter”) from the EPA inviting the Company to enter into negotiations with the EPA to perform selected remedial action for remaining contamination and to resolve the Company’s potential liability for the Site. In the Letter, the EPA claimed that it has incurred approximately $21.0 million in response costs at the Site through October 31, 2007 and is seeking reimbursement of these costs. The EPA has also stated that the estimated cost of the selected remedial action for remaining contamination is $9.6 million. The Company maintains that the costs incurred by the EPA were the direct result of damage caused by owners subsequent to the Company, including negligent salvage activities and lack of maintenance. In addition, the Company is analyzing the amount and extent of its insurance coverage that may be available to further mitigate its ultimate exposure. At the present time, the Company’s request for coverage has been denied. As of September 30, 2008, based on the most recent facts and circumstances available to the Company, an $8.9 million charge was recorded for an environmental reserve in the Company’s Other segment.

On March 31, 2008, MoArk, LLC received a subpoena from the U.S. Department of Justice (the “Justice Department”) through the U.S. Attorney for the Eastern District of Pennsylvania, to provide certain documents for the period of January 1, 2002 to March 27, 2008, related to the pricing, marketing and sales activities within its former egg products business. On February 19, 2009, the Justice Department notified the Company that it had closed its investigation.

On October 27, 2008, MoArk and its wholly owned subsidiary, Norco Ranch, Inc. (“Norco”), received Civil Investigative Demands from the Office of the Attorney General of the State of Florida seeking documents and information relating to the production and sale of eggs and egg products. MoArk and Norco are cooperating with the Attorney General’s office. We cannot predict what, if any, impact this inquiry and any results from such inquiry could have on the future financial position or results of operations of Norco, MoArk or the Company.

Between September 2008 and January 2009, a total of twenty-two related class action lawsuits were filed against a number of producers of eggs and egg products in three different jurisdictions. The complaints fall into two distinct groups: those alleging a territorial allocation conspiracy among certain defendants to fix the price of processed “egg products,” such as liquid or dried eggs; and those alleging concerted action by producers of shell eggs to restrict output and thereby increase the price of shell eggs. The Plaintiffs in these suits seek unspecified damages and injunctive relief on behalf of all purchasers of eggs and egg products, as well as attorneys’ fees and costs, under the United States antitrust laws.

These cases have been consolidated for pretrial proceedings in the District Court for the Eastern District of Pennsylvania. MoArk has been named as a defendant in twenty-one of the cases. Norco Ranch, Inc., has been named as a defendant in thirteen of the cases. The Company has been named as a defendant in eight cases. MoArk, Norco and the Company deny the allegations set forth in the complaints. We cannot predict what, if any, impact these lawsuits could have on the future financial position or results of operations of Norco, MoArk or the Company.

In November and December of 2008, the Company made open market purchases and retired a total of $18.7 million of the outstanding 8.75% Senior unsecured notes.

In December of 2008, the Company made open market purchases and retired $25.3 million of the outstanding 9.00% Senior secured notes.

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 be highest in the first and fourth quarters 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 second quarter of each year, as farmers buy crop protection products to meet their seasonal planting needs.

~~Dairy and Agricultural Commodity Inputs and Outputs~~26

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~~Dairy ~~prices~~and ~~provide~~Agricultural ~~the~~Commodity ~~basis~~Inputs ~~for our raw milk~~ and ~~cream input costs. As a~~Outputs ~~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, 2008, bulk cheese, which is generally priced on the date of make, represented approximately 11% of the Dairy Foods segment’s net sales. For the nine months ended September 30, 2008, bulk milk, which also is not subject to significant commodity price risk, represented approximately 38% of the Dairy Foods segment’s net sales.

WeMany ~~maintain significant inventories~~ of ~~butter~~our ~~and~~products, ~~cheese~~particularly ~~for~~in ~~sale to~~ our ~~retail~~Dairy ~~and foodservice customers~~Foods, ~~which~~Feed ~~are subject to commodity price risk. Because production of raw milk~~ and ~~demand~~Layers ~~for butter varies seasonally~~segments, weuse ~~inventory~~dairy ~~significant amounts of butter. Demand for~~or ~~butter~~agricultural ~~typically~~commodities isas ~~highest~~inputs ~~during~~or ~~the~~our ~~fall~~products ~~and~~constitute ~~winter,~~dairy ~~when~~or ~~milk~~agricultural ~~supply is lowest~~commodity outputs. ~~As a result~~Consequently, we ~~produce~~our ~~and~~results ~~store~~are ~~excess~~affected ~~quantities~~by ~~of butter during~~ the ~~spring~~cost ~~when~~of ~~milk~~commodity ~~supply~~inputs isand ~~highest.~~the Inmarket ~~addition,~~price ~~we maintain some inventories~~ of ~~cheese~~commodity ~~for aging~~outputs. ~~For~~Government ~~the~~regulation ~~nine~~of ~~months~~the ~~ended~~dairy ~~September 30,~~industry ~~2008, retail~~ and ~~foodservice~~industry ~~net~~practices ~~sales represented approximately 31% of Dairy Foods net sales.~~in Weanimal ~~also~~feed ~~maintain~~tend ~~inventory~~to ofstabilize ~~nonfat~~margins ~~dry~~in ~~milk,~~those ~~which~~segments isbut ado ~~by-product~~not ofprotect ~~our~~against ~~butter~~large ~~production~~movements ~~process. The nonfat dry milk is held~~ in ~~inventory~~either ~~until~~input itcosts isor ~~sold~~output ~~to customers~~prices.

~~Market~~Dairy ~~prices~~Foods. Raw milk is the major commodity input for ~~commodities~~our ~~such~~Dairy asFoods segment. Our Dairy Foods outputs, namely butter, cheese and nonfat dry milk, ~~can~~are ~~have~~also acommodities. The minimum price ~~significant~~of ~~impact~~raw onmilk ~~both~~and ~~the~~cream ~~cost~~is ofset ~~products~~monthly ~~produced~~by ~~and~~Federal ~~the~~regulators ~~price~~based ~~for~~on ~~which~~regional ~~products~~prices ~~are~~of ~~sold.~~dairy foods Inproducts ~~the~~manufactured. ~~past~~These ~~three~~prices ~~years,~~provide the ~~lowest~~basis ~~monthly~~for ~~market~~our ~~price~~raw ~~for~~milk ~~butter~~and ~~was~~cream $1input costs.16 inAs ~~April 2006~~a result, ~~and the~~those ~~highest~~dairy ~~monthly~~foods ~~market~~products ~~price~~for ~~was~~which ~~$1.70~~the insales ~~September 2008.~~price Inis ~~the~~fixed ~~past~~shortly ~~three~~after ~~years~~production, ~~the lowest~~ ~~monthly~~such ~~market~~as ~~price~~most ~~for~~bulk ~~block~~ cheese, ~~was~~are ~~$1.16~~not inusually ~~July 2006~~subject ~~and~~to ~~the~~significant ~~highest~~commodity ~~monthly~~price ~~market~~risk as the price ~~was~~received ~~$2.10~~for inthe ~~May 2008.~~output Inusually ~~the~~varies ~~past~~with ~~three~~the ~~years,~~cost of the ~~lowest~~significant ~~monthly~~inputs. ~~NASS~~For ~~(National~~the ~~Agricultural~~three ~~Statistics~~months ~~Survey)~~ended ~~market~~March 31, ~~price~~2009, ~~for~~bulk ~~nonfat~~cheese, ~~dry~~which ~~milk~~is ~~was~~generally ~~$0.82~~priced inon ~~June 2006~~the ~~and~~date of make, represented approximately 10% of the ~~highest~~Dairy ~~monthly market~~Foods ~~price~~segment’s ~~was~~net $2sales.06 inFor ~~October~~the three months ended March ~~2007.~~31, ~~The~~2009, ~~per~~bulk ~~pound~~milk, ~~average~~which ~~market~~also ~~price~~is ~~for~~not ~~the~~subject ~~three~~to ~~months~~significant commodity price risk, ~~and~~represented ~~nine~~approximately ~~months~~34% ~~ended~~of ~~September 30~~the isDairy asFoods ~~follows:~~segment’s net sales.

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2008		2007		2008		2007
Per pound market price average:
Butter	$	1.62	$	1.44	$	1.45	$	1.38
Block cheese		1.86		1.95		1.92		1.68
Nonfat dry milk (NASS)		1.33		2.04		1.33		1.61

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 three months ended March 31, 2009, retail and foodservice net sales represented approximately 37% of Dairy Foods net sales. We also maintain inventory of nonfat dry milk, which is a by-product of our butter production process. The nonfat dry milk is held in inventory until it is sold to customers.

Market prices for commodities such as butter, cheese and non fat dry milk can have a significant impact on both the cost of products produced and the price for which products are sold. In the past three years, the lowest monthly CME (Chicago Mercantile Exchange) market price for butter was $1.11 in January 2009, and the highest monthly market price was $1.73 in October 2008. In the past three years, the lowest monthly CME market price for block cheese was $1.08 in January 2009 and the highest monthly market price was $2.10 in May 2008. In the past three years, the lowest monthly NASS (National Agricultural Statistics Survey) market price for non fat dry milk was $0.82 in March 2009 and the highest monthly market price was $2.06 in October 2007. The per pound average market price for the three months ended March 31 is as follows:


	For the three months ended
	March 31,
	2009		2008
Per pound market price average for three months ended:
Butter (CME)	$	1.13	$	1.26
Block cheese (CME)		1.18		1.88
Non fat dry milk (NASS)		0.82		1.36

Feed. The Feed segment follows industry standards for feed pricing. The feed industry generally prices products based on income over ingredient cost (IOIC) per ton of feed, which represents net sales less ingredient costs. This practice tends to lessen 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. However, margins can still be impacted by competitive pressures and changes in manufacturing and distribution costs.

We enter into forward sales contracts to supply feed to customers, which currently represent approximately 13% of our Feed sales. When we enter into these contracts, we also generally enter into forward purchase contracts on the underlying commodities to lock in our gross 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 sell their grain in the market and purchase complete feed as needed. When grain prices are relatively low, these producers feed their grain to their livestock and purchase premixes and supplements to provide complete nutrition to their animals. Complete feed has a far lower margin per ton than supplements and premixes. However, 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.

Complete feed is manufactured to meet the complete nutritional requirements of animals, whereas a simple blend is a blend of processed commodities to which the producer then adds supplements and premixes. As dairy production has shifted 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 simple blends, supplements and premixes. ~~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 may purchase grain blends and concentrated premixes from separate suppliers. This shift is reflected in increased sales of simple blends in our western feed region and increases in sales of premixes in our manufacturing subsidiaries in the West.

~~We have seen continued erosion of commodity feed volumes, mainly related to producer~~27 integration in the swine and poultry sectors as well as conscious efforts made by management to exit some of this low-margin 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 these industries.

~~Layers.~~This ~~MoArk~~change ~~produces~~in ~~and~~product ~~markets~~mix ~~shell~~is ~~eggs.~~a ~~MoArk’s~~result ~~sales~~of ~~and~~differences ~~earnings are driven,~~ in industry ~~large~~practices. ~~part,~~Dairy byproducers ~~egg~~in ~~prices.~~the ~~For~~western ~~the~~United ~~three~~States ~~months~~tend ~~ended~~to ~~September 30,~~purchase ~~2008,~~feed ~~egg~~components ~~prices~~and ~~averaged~~mix ~~$1.20~~them ~~per~~at ~~dozen,~~the asfarm ~~measured~~location byrather ~~the~~than ~~Urner~~purchasing ~~Barry~~a ~~Midwest~~complete ~~Large~~feed ~~market,~~product ~~compared~~delivered to ~~egg~~the ~~prices of $1~~farm.18 Producers ~~per~~may ~~dozen~~purchase ~~for~~grain ~~the~~blends ~~three~~and ~~months~~concentrated ~~ended~~premixes ~~September 30,~~from ~~2007~~separate suppliers. ~~For~~This ~~the nine months ended September~~shift ~~30,~~is ~~2008,~~reflected ~~egg~~in ~~prices~~increased ~~averaged~~sales ~~$1.35~~of ~~per~~simple ~~dozen,~~blends asin ~~measured~~our bywestern ~~the~~Feed ~~Urner~~region ~~Barry~~and ~~Midwest~~increases ~~Large~~in ~~market,~~sales ~~compared~~of topremixes ~~egg~~in ~~prices~~our ofmanufacturing ~~$1.07~~subsidiaries ~~per~~in ~~dozen for~~ the ~~nine months ended September 30, 2007~~West.

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-margin 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 these industries.

Layers. MoArk, LLC (“MoArk”) produces, distributes and markets shell eggs. MoArk’s sales and earnings are driven, in large part, by egg prices. For the three months ended March 31, 2009, egg prices averaged $1.16 per dozen, as measured by the Urner Barry Midwest Large market, compared to egg prices of $1.62 per dozen for the three months ended March 31, 2008.

Derivative Commodity Instruments

In the normal course of operations, we purchase commodities such as milk, butter and soybean oil in Dairy Foods, soybean meal and corn in Feed, and soybeans in Seed. Derivative commodity instruments, primarily futures and options contracts offered through regulated commodity exchanges, are used 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 and options contracts for open positions are marked-to-market each month and these unrealized gains or losses (“unrealized hedging gains and losses”) are recognized in earnings and are fully taxed and applied to retained earnings in our consolidated balance ~~sheets~~sheet. Amounts recognized in earnings before income taxes (primarily reflected in cost of sales), for the three months ~~and nine months~~ ended ~~September~~March 3031 are as follows:

	For the three months ended							~~For the nine months ended}~~
	September 30,						September 30,
	March 31,
	2008			2007				2008			2007
	2009			2008
	(in millions)							(in millions)
	($ in millions)
Unrealized hedging gain (loss)	$	(32.4	)	$	11.6			$	(35.5	)	$	5.1
Unrealized hedging loss	$	(2.5	)	$	(27.9	)

Vendor Rebates

We receive vendor rebates primarily from seed and chemical suppliers. These rebates are either covered by binding arrangements, which are agreements between the vendor and the Company, or are covered by published vendor rebate programs. Rebates are recorded as earned in accordance with Emerging Issues Task Force (“EITF”) Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (“EITF 02-16”), when evidence exists to support binding arrangements (which in most cases is either written agreements between the Company and the vendor or published vendor rebate programs) or in the absence of such arrangements, when cash is received. Certain rebate arrangements for our Agronomy ~~segment~~and Seed segments are not finalized until various times during the vendor’s crop year program. Accordingly, the amount of rebates reported in any given period can vary substantially, largely as a result of when the arrangements are formally executed.

Recoverability of Long-Lived Assets

The Company tests for the impairment of goodwill and other unamortized trademarks and license agreements on at least an annual basis, and whenever events or circumstances make it likely that an impairment may have occurred, such as a significant adverse change in the business climate. The Company performed its annual impairment test of goodwill and other unamortized trademarks and license agreements during the fourth quarter of 2008 and concluded that no write downs or impairments were required at that time. While the Company currently believes that goodwill and unamortized trademarks and license agreements are not impaired, materially different assumptions regarding the future performance of its businesses could result in significant impairment losses. Specifically, within Feed, changes in the current business conditions could bring about significant differences between actual and projected financial results and cause the Company to incur an impairment loss related to its goodwill or unamortized trademarks or license agreements. As presented herein, Feed has been negatively impacted by economic conditions and has underperformed during the three months ended March 31, 2009 compared to the same period in 2008. We will continue to monitor the economic situation, the business environment and our outlook for our full fiscal year to determine whether a triggering event has occurred.

Unconsolidated Businesses

We have investments in certain entities that are not consolidated in our financial statements. Investments in which we hold a 20% to 50% ownership interest are accounted for under the equity method; losses and ~~provided~~ earnings from unconsolidated businesses for the three months ~~and nine months~~ ended ~~September~~March 3031 are as follows:

	For the three months ended					~~For the nine months ended~~
	September 30,					September 30,
	March 31,
	2008			2007		2008		2007
	2009			2008
	(in millions)
Earnings from unconsolidated businesses	$	13.5		$	10.3	$	38.1	$	31.3
(Losses) earnings from unconsolidated businesses	$	(7.2	)	$	4.1

We also hold investments in other cooperatives which are stated at cost plus unredeemed patronage refunds received, or estimated to be received, in the form of capital stock and other equities. Investments held in less than 20%-owned companies are stated at cost.

Our investment in unconsolidated businesses was $~~329~~301.95 million as of ~~September~~March 3031, ~~2008~~2009 and $~~304~~344.0 4 million as of ~~December~~March 31, ~~2007~~2008. Cash flow from investments in unconsolidated businesses was $~~41.~~5 .3 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009 compared to $279.09 million for the ~~nine~~ ~~months~~three months ended ~~September~~March 3031, ~~2007~~2008.

Agriliance LLC (“Agriliance”), a 50%-owned joint venture which is reflected in our Agronomy segment and is accounted for under the equity method, constitutes the most significant of our investments in unconsolidated businesses. Historically, Agriliance’s sales and earnings have been principally derived from the wholesale distribution of crop nutrients and crop protection products manufactured by others and have primarily occurred in the second quarter of each calendar year. Effective September 1, 2007, Agriliance distributed the wholesale crop protection business to Land O’Lakes, Inc. and the wholesale crop nutrient business to CHS Inc. (“CHS”). CHS and Land O’Lakes continue to explore repositioning alternatives for Agriliance’s remaining retail agronomy distribution business.

37 Our investment in Agriliance was $164.5 million as of March 31, 2009 and $176.2 million as of December 31, 2008. For the three months ended March 31, 2009 and 2008, we recorded $11.7 million and $8.3 million of equity losses related to Agriliance, respectively. Agriliance’s results were unfavorably impacted during the three months ended March 31, 2009 compared to March 31, 2008 primarily due to lower margins in crop nutrients.

Our investment in Agriliance was $186.9 million as of September 30, 2008 and $150.9 million as of December 31, 2007. For the nine months ended September 30, 2008 and 2007, we recorded $11.2 million and $20.9 million of equity earnings, respectively. Agriliance’s results were unfavorably impacted during the nine months ended September 30, 2008 compared to September 30, 2007 primarily due to the September 2007 distribution and repositioning of the wholesale crop protection products and crop nutrients businesses.

For the nine months ended September 30, 2008, the Company and joint venture partner, CHS Inc. (“CHS”), each contributed $50.0 million to Agriliance LLC (“Agriliance”) for purposes of funding seasonal working capital requirements, since Agriliance’s credit facilities have been retired. In addition, Agriliance distributed $16.6 million of net assets to the Company and CHS comprising of partial interests in four joint ventures. The Company then purchased the net assets distributed to CHS for $8.3 million.

Results of Operations

Three months ended ~~September~~March 3031, ~~2008~~2009 as compared to three months ended ~~September~~March 3031, ~~2007~~2008

Adjustment and Restatement of Financial Results

As described in Overview — Adjustment and Restatement of Prior Years’ Consolidated Financial Statements, the Company has restated its financial results for the three months ended September 30, 2007 due to accounting errors made by the Company’s Agriliance joint venture related to the recording of vendor rebates. In addition, the Company has adjusted its financial results for the three months ended September 30, 2007 due to accounting errors related to additional depreciation, amortization and interest expense from the purchase price allocations in the periods from 2000 through 2006 in the Company’s MoArk subsidiary. The effects of these corrections to the consolidated statements of operations for the three months ended September 30, 2007 are as follows:

	Previously			Effect of			Effect of
	Reported			MoArk			Agriliance			Restated
	2007			Adjustments			Restatement			2007
	($ in millions)
Cost of Sales	$	1,967.9		$	1.9		$	4.4		$	1,974.2
Gross profit		166.6			(1.9	)		(4.4	)		160.3
Selling, general and administrative		158.2			1.0			—			159.2
Earnings from operations		8.4			(2.9	)		(4.4	)		1.1
Interest expense, net		9.8			0.5			—			10.3
Equity in losses (earnings) of affiliated companies		7.1			—			(17.4	)		(10.3	)
Earnings before income taxes		0.7			(3.5	)		13.0			10.2
Income tax expense		3.5			(1.3	)		4.9			7.1
Net (loss) earnings		(2.8	)		(2.2	)		8.1			3.1

Overview of Results

	For the three months ended September 30,
	For the three months ended March 31,
					Increase
	2008		2007		(Decrease)
	2009		2008		(Decrease)
	($ in millions)
Net earnings	$	2882.67	$	361.13	$	2521.54

~~Increased~~Net ~~net~~ earnings ~~were~~increased ~~primarily~~$21.4 million ~~driven~~in bythe ~~improved~~three ~~earnings~~months inended ~~Agronomy~~March 31, ~~partially offset~~2009 bycompared ~~declines~~to inthe same ~~Dairy~~period ~~Foods,~~in ~~Layers~~the ~~and~~prior ~~Feed~~year. Net earnings. Ininclude ~~addition,~~the ~~$73.7 million~~impact of the year-to-year change in ~~previously~~unrealized ~~deferred~~hedging ~~Agronomy~~gains ~~vendor~~and ~~rebates~~losses ~~were~~on ~~recognized~~derivative incontracts ~~the~~due ~~three~~to ~~months~~volatility ~~ended~~in ~~September 30,~~commodity markets. ~~2008,~~Unrealized ~~versus~~hedging ~~$13.0 million~~gains ~~for~~and ~~the~~losses ~~three~~in ~~months~~earnings ~~ended~~represent ~~September 30,~~the ~~2007.~~change ~~Net~~in ~~earnings~~value ~~were unfavorably~~of ~~impacted~~open byderivative instruments ~~$44.2 million~~from ~~due~~one period to ~~unrealized~~another ~~hedging~~versus ~~losses~~what ofwill ~~$32.6 million~~be ~~versus~~effectively realized by the Company once ~~prior~~the ~~year~~instruments ~~unrealized~~expire ~~hedging~~and ~~gain~~the ofunderlying ~~$11~~commodity purchases or product sales being hedged occur.~~6 million~~ In ~~and~~2009, ~~the~~net earnings included $81.35 million, ~~gain~~net ~~recognized~~of inincome ~~2007~~taxes, for unrealized hedging losses ~~related~~compared to ~~the~~unrealized ~~sale~~hedging losses of ~~investment~~$17.2 million ~~due~~for to the ~~Agronomy~~three ~~repositioning~~months ofended ~~Agriliance’s~~March 31, ~~crop nutrients~~2008, ~~assets~~net of income taxes.

~~Net~~ In ~~sales~~2009, net earnings also included a $4.0 million 2gain,~~783.9~~ $net 2of income taxes,~~134~~ related to our investment in Golden Oval Eggs, LLC.6 Excluding the unrealized hedging gains and losses and gain related to the Golden Oval Eggs, LLC investment, the Company’s net earnings increased $1.7 million ~~649~~compared to the same period last year.3 Earnings growth in Seed and Agronomy were mostly offset by earnings declines in Layers, Feed and Dairy Foods.

~~The increase in net sales was primarily due to the addition of $548.1 million in net sales~~29 related to the repositioning of the Agronomy investment which resulted in the consolidation of the crop protection products business in September 2007, and higher market prices in other business segments.

Net sales increased in Feed and Layers, $268.0 million and $11.9 million, respectively. Net sales decreased in Dairy Foods and Seed, $136.4 million and $35.1 million, respectively. A discussion of net sales by business segment is found below under the caption “Net Sales and Gross Profit by Business Segment.”


	For the three months ended March 31,
						Increase
	2009			2008		(Decrease)
	($ in millions)
Net sales	$	2,947.3		$	3,257.0	$	(309.7	)

Net sales increased $148.0 million in Seed and declined in Dairy Foods, Agronomy, Feed and Layers by $294.9 million, $78.8 million, $47.9 million and $42.9 million, respectively. The decrease in net sales was primarily driven by lower market pricing in milk, cheese and eggs and lower volume in Agronomy as customers built inventory ahead of price increases in the fall of 2008, reducing demand in 2009. A discussion of net sales by business segment is found below under the caption “Net Sales and Gross Profit by Business Segment.”

Gross profit	$	260.0		$	250.7	$	9.3

Gross profit increased in the three months ended March 31, 2009 largely driven by Seed and improvements in unrealized hedging losses. These increases were mostly offset by declining markets in Dairy Foods and Layers which resulted in lower gross profit in both of those segments. 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	$	163.3		$	167.6	$	(4.3	)

The decrease in selling, general and administrative expense compared to the prior year was primarily due to lower expenses in Layers due to a $3.3 million gain on the sale of fixed assets.

Restructuring and impairment charges	$	0.3		$	0.1	$	0.2

During the three months ended March 31, 2009, Feed incurred restructuring charges primarily related to employee severance due to reorganization of Feed personnel. During the three months ended March 31, 2008, Dairy Foods incurred restructuring charges related to a long-term contractual obligation for waste-water treatment with the City of Greenwood as the result of a closed facility in Greenwood, Wisconsin.

Interest expense, net	$	13.2		$	17.1	$	(3.9	)

The decrease in interest expense was largely due to lower interest rates. The total debt level remained relatively flat in the current year versus the prior year.

Equity in (losses) earnings of affiliated companies	$	(7.2	)	$	4.1	$	(11.3	)

Decreased equity in earnings of affiliated companies is primarily related to lower earnings from Layers and Agriliance investments. In Layers, equity method investments had earnings of $1.6 million for the three months ended March 31, 2009, compared to equity earnings of $11.1 million for the same period of 2008, primarily due to lower egg prices impacting the results of equity method investees. Results for the three months ended March 31, 2009 included equity losses from Agriliance of $11.7 million compared to equity losses of $8.3 million for the same period of 2008. A discussion of net earnings for Agriliance can be found under the caption “Overview —Unconsolidated Businesses.”

Income tax (benefit) expense	$	(1.2	)	$	6.9	$	(8.1	)

	For the three months ended September 30,
					Increase
	2008		2007		(Decrease)
	($ in millions)
Gross profit	$	236.6	$	160.4	$	76.2

Income tax (benefit) expense for the three months ended March 31, 2009 and March 31, 2008 resulted in an effective tax rate of (1.6)% and 9.9% respectively. As a cooperative, earnings from member business that meet certain requirements, known as “patronage income,” are deductible from taxable income. The federal and state statutory rate applied to nonmember business activity was 38.3% for the three month periods ended March 31, 2009 and 2008. Income tax expense, and the difference between the effective tax rate and statutory tax rate, vary each year based upon patronage business activity and the level of profitability of nonmember business during each of the comparable years. The tax benefit for the three months ended March 31, 2009 was primarily the result of non-member earnings offset by the book-tax reporting differences for domestic production activities deduction

~~Gross profit increased in the three months ended September~~ 30~~, 2008 primarily due to the~~ addition of $155.3 million of gross profit related to the consolidation of the crop protection products business in September 2007. This was partially offset by gross profit decreases in Feed, Dairy Foods, Layers and Seed. 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 $ 204.6 $ 159.2 $ 45.4

The increase in selling, general and administrative expense compared to the prior year was primarily due to the addition of $37.4 million of selling, general and administrative expense related to the repositioning of the Agronomy investment which resulted in the consolidation of the crop protection products business in September 2007.

Gain on insurance settlement $ 4.0 $ — $ 4.0

In 2007, MoArk experienced a fire at a facility located in Anderson, Missouri. Damage was extensive and caused operations to cease. Costs of repair or replacement of inventory, property, plant, and equipment were covered under the terms of applicable insurance policies, subject to deductibles. As of and for the three and nine months ended September 30, 2008, MoArk received $3.3 million of total insurance proceeds for the capital asset replacement and recorded a gain on insurance settlement of $2.0 million. Additionally, as of and for the three and nine months ended September 30, 2008, the Company’s MoArk subsidiary received $2.0 million of total insurance proceeds related to the settlement of a fraud loss claim involving a former employee of a previously owned subsidiary during the years 2002 through 2004. The proceeds were recorded as a gain on insurance settlement.

Interest expense, net $ 15.3 $ 10.3 $ 5.0

The increase in interest expense compared to the prior year was primarily due to higher short-term borrowings related to the crop protection products business which was distributed to the Company in September, 2007 as a result of the Agronomy repositioning.

Equity in earnings of affiliated companies $ 13.5 $ 10.3 $ 3.2

Increased equity in earnings of affiliated companies is primarily related to increased earnings in Agronomy partially offset by a decrease in Layers. Agronomy equity method investments had earnings of $11.6 million for the three months ended September 30, 2008, compared to earnings of $6.1 million for the three months ended September 30, 2007. Layers equity method investments had earnings of $1.7 million for the three months ended September 30, 2008, compared to earnings of $3.6 million for the three months ended September 30, 2007. Within Agronomy, results for the three months ended September 30, 2008 included equity earnings from Agriliance of $7.4 million compared to equity earnings of $3.2 million for the same period of 2007. This increase is primarily due to a $10.0 million impairment charge for the write-down of certain retail distribution assets to their estimated fair values recorded by Agriliance in 2007, partially offset by lower earnings attributable to the repositioning of the wholesale crop nutrients and crop protection products businesses in September of 2007. A discussion of net earnings for Agriliance can be found under the caption “Overview —Unconsolidated Businesses.”

Income tax expense $ 1.7 $ 7.1 $ (5.4 )

Income tax expense for the three months ended September 30, 2008 and September 30, 2007 resulted in an effective tax rate of 5.7% and 69.7%, respectively. As a cooperative, earnings from member business that meet certain requirements, known as “patronage income” are deductible from taxable income. The federal and state statutory rate applied to nonmember business activity was 38.3% for the three month periods ended September 30, 2008 and 2007. Income tax expense and the difference between the effective tax rate and statutory tax rate vary each year based upon patronage business activity and the level of and profitability of nonmember business during each of the comparable years.

Net Sales and Gross Profit by Business Segment

Our reportable segments consist of business units that offer similar products and services and/or have similar customers. We have five segments: Dairy Foods, Feed, Seed, Layers and Agronomy.

Dairy Foods

	For the three months ended September 30,
($ in millions)	2008			2007			% change
Net sales	$	984.9		$	1,121.3			(12.2	)%
Gross profit		31.8			59.0			(46.1	)%
Gross profit % of net sales		3.2	%		5.3	%

Net Sales Variance	Increase
	(decrease)
	(In millions)
Pricing / product mix impact	$	(216.5	)
Volume impact		80.1
Total decrease	$	(136.4	)

The net sales decrease in the three months ended September 30, 2008 was primarily driven by the impact of lower market prices for butter and cheese. The unfavorable pricing / mix variance of $216.5 million was mainly due to lower milk prices for the three months ended September 30, 2008 compared to the same period last year. The decrease in market price caused net sales for industrial operations to decline $239.3 million. The negative pricing / mix variance was partially offset by a positive volume variance of $80.1 million. The volume variance was primarily driven by industrial operations where volume increased $83.3 million primarily due to milk sales to our former Cheese & Protein International subsidiary.

Gross Profit Variance	Increase
	(decrease)
	(In millions)
Margin / product mix impact	$	(22.7	)
Volume impact		(2.0	)
Unrealized hedging		(2.5	)
Total decrease	$	(27.2	)

The negative margin / mix variance of $22.7 million was primarily due to declining markets over the prior year when dairy product prices were increasing. An unfavorable volume impact and lower unrealized hedging gains also contributed to the gross profit decline period over period.

Feed

	For the three months ended September 30,
($ in millions)	2008			2007			% change
Net sales	$	990.8		$	722.8			37.1	%
Gross profit		42.9			68.9			(37.7	)%
Gross profit % of net sales		4.3	%		9.5	%

Net Sales Variance	Increase
	(decrease)
	(In millions)
Pricing / product mix impact	$	250.7
Volume impact		18.1
Acquisitions and Divestitures		(0.8	)
Total increase	$	268.0

The $250.7 million favorable pricing / mix variance was primarily due to the effect of commodity price increases, which increased sales in ingredients, livestock and lifestyle by $101.3 million, $93.7 million and $40.3 million, respectively. Dairy feed and grass cattle accounted for the largest increases in the livestock category, and horse and companion animal feed accounted for the majority of the lifestyle increases. The favorable volume variance of $18.1 million was primarily due to volume improvements in direct ship ingredients and companion animal feeds. Favorable commodity prices as well as deteriorating forage conditions over the prior year have primarily driven this volume increase. These improvements were partially offset by volume declines in horse feed and declines in the livestock category, mainly dairy, grass cattle and swine feed.

Gross Profit Variance	Increase
	(decrease)
	(In millions)
Margin / product mix impact	$	(1.1	)
Volume impact		(0.7	)
Acquisitions and Divestitures		0.2
Unrealized hedging		(24.4	)
Total decrease	$	(26.0	)

Gross profit decreased for the three months ended September 30, 2008 compared to the three months ended September 30, 2007 primarily due to unrealized hedging losses which were $24.4 million unfavorable for the three months ended September 30, 2008 as compared to the same period in 2007. The unfavorable margin / mix variance of $1.1 million was driven by dairy feed declining $4.9 million over the prior year due to higher ingredient costs, which was mostly offset by improvements in grass cattle feed and horse feed of $1.7 million and $1.2 million, respectively.

Seed

	For the three months ended September 30,
($ in millions)	2008			2007			% change
Net sales	$	45.0		$	80.1			(43.8	)%
Gross profit		7.4			14.6			(49.3	)%
Gross profit % of net sales		16.4	%		18.2	%

Net Sales Variance	Increase
	(decrease)
	(In millions)
Pricing / product mix impact	$	(0.1	)
Volume impact		(35.0	)
Total decrease	$	(35.1	)

The negative $35.0 million volume variance is primarily due to an unfavorable corn variance of $45.8 million due to decreased acreage and higher than normal product returns. This decrease was partially offset by a $10.9 million increase in soybean volume due to increases in soybean plantings as producers shifted acreage away from corn.

Gross Profit Variance	Increase
	(decrease)
	(In millions)
Margin / product mix impact	$	3.6
Volume impact		2.2
Unrealized hedging		(13.0	)
Total decrease	$	(7.2	)

The $3.6 million positive margin / product mix variance was driven by a $4.2 million increase in soybeans as the result of costing $1.7 million increase in alfalfa due to an inventory reserve for Roundup Ready® Alfalfa in 2007. The $2.2 million positive volume variance was driven by higher soybeans partially offset by lower corn volume. These positive impacts were more than offset by a $13.0 million decrease in unrealized hedging compared with the prior year.

Layers

	For the three months ended September 30,
($ in millions)	2008			2007			% change
Net sales	$	135.5		$	123.6			9.6	%
Gross profit		2.8			19.4			(85.6	)%
Gross profit % of net sales		2.1	%		15.7	%

Net Sales Variance	Increase
	(decrease)
	(In millions)
Pricing / product mix impact	$	7.9
Volume impact		4.0
Total increase	$	11.9

The $7.9 million positive pricing / mix variance was primarily driven by higher egg prices for the three months ended September 30, 2008 compared to the same period in 2007. The average quoted price based on the Urner Barry Midwest Large market increased to $1.20 per dozen in 2008 compared to $1.18 per dozen in 2007. The $4.0 million favorable volume variance was mainly driven by marketing initiatives promoting specialty volume.

	Increase
Gross Profit Variance	(decrease)
	(In millions)
Margin / product mix impact	$	(13.9	)
Volume impact		0.5
Unrealized hedging		(3.2	)
Total decrease	$	(16.6	)

The decrease in gross profit was primarily driven by the negative $13.8 million margin / product mix impact. This unfavorability was due to higher prices for purchased eggs and feed costs for the three months ended September 30, 2008 compared to the same period in 2007. Unrealized hedging losses of $2.1 million, compared to $1.1 million of unrealized hedging gains in the prior year, also contributed to the gross profit decrease.

Agronomy

Net sales and gross profit for Agronomy include the results of our wholesale crop protection products business which was consolidated effective September 1, 2007 upon the repositioning of Agriliance. For further information, see the discussion under the caption “Overview — General.” The following analysis includes a comparison of the three month period ending September 30, 2008 compared to the one month period ending September 30, 2007 combined with the stand-alone net sales and gross profit of the wholesale crop protection products business for the three month period ending September 30, 2007 as previously reported in Agriliance’s financial results.

Net Sales

Net sales for the three months ended September 30, 2008 were $642.2 million. The combined net sales including the one month ending September 30, 2007 results for Land O’Lakes and the stand-alone crop protection products results for Agriliance were $277.7 million for the three months ending September 30, 2007. The $364.5 million increase in net sales was primarily related to sales from our crop protection products business to the Agriliance retail business, which was previously recorded as an intercompany transfer. Also contributing to the increase were improved sales in herbicides and fungicides, primarily due to increased pricing and volumes.

Gross Profit

Gross profit for the three months ended September 30, 2008 was $155.3 million. The combined gross profit including the one month ending September 30, 2007 results for Land O’Lakes and the stand-alone crop protection products results for Agriliance was $61.8 million. The $93.5 million increase in gross profit was primarily related to recognition of previously deferred vendor rebates of $73.7 million for the three months ending September 30, 2008 compared with $30.4 million for the three months ending September 30, 2007 as binding agreements were formalized. Increased gross profit was also attributable to sales from our crop protection products business to the Agriliance retail business, which were previously recorded as intercompany transfers. Also contributing to the increase were higher prices and inventory appreciation in most product groups driven by higher demand for crop inputs across the business.

Nine months ended September 30, 2008 as compared to nine months ended September 30, 2007

Adjustment and Restatement of Financial Results

As described in Overview — Adjustment and Restatement of Prior Years’ Consolidated Financial Statements, the Company has restated its financial results for the nine months ended September 30, 2007 due to accounting errors made by the Company’s Agriliance joint venture related to the recording of vendor rebates. In addition, the Company has adjusted its financial results for the nine months ended September 30, 2007 due to accounting errors related to additional depreciation, amortization and interest expense from the purchase price allocations in the periods from 2000 through 2006 in the Company’s MoArk subsidiary The effects of these corrections to the consolidated statements of operations for the nine months ended September 30, 2007 are as follows:

	Previously			Effect of			Effect of
	Reported			MoArk			Agronomy			Restated
	2007			Adjustments			Restatement			2007
	($ in millions)
Cost of sales	$	5,765.3		$	1.9		$	4.4		$	5,771.6
Gross profit		573.6			(1.9	)		(4.4	)		567.3
Selling, general and administrative		448.0			1.0			—			449.0
Earnings from operations		129.8			(2.9	)		(4.4	)		122.5
Interest expense, net		33.5			0.5			—			34.0
Equity in earnings of affiliated companies		(58.0	)		—			26.7			(31.3	)
Earnings before income taxes		191.2			(3.5	)		(31.1	)		156.6
Income tax expense		34.5			(1.3	)		(11.9	)		21.3
Net earnings		156.6			(2.2	)		(19.2	)		135.2

Overview of Results

	For the nine months ended September 30,
					Increase
	2008		2007		(Decrease)
	($ in millions)
Net earnings	$	192.6	$	135.2	$	57.4

Increased net earnings were primarily driven by favorable margins in the Agronomy and Layers businesses, partially offset by a decline in Dairy Foods and Feed earnings. The higher earnings were partially offset by the gain on sale of Cheese & Protein International of $21.3 million and the $8.3 million gain on sale of investment for the Agronomy repositioning of crop nutrients, which were both reflected in the nine months ended September 30, 2007.

Net sales $ 9,368.8 $ 6,338.9 $ 3,029.9

The increase in net sales was primarily due to the addition of $2,029.0 million in net sales due to the repositioning of the Agronomy investment which resulted in the consolidation of the crop protection products business in September 2007, and higher market prices across all segments. Net sales increased in Feed, Seed, Layers and Dairy Foods by $682.4 million, $180.7 million, $100.6 million and $75.7 million, respectively. A discussion of net sales by business segment is found below under the caption “Net Sales and Gross Profit by Business Segment.”

Gross profit $ 798.8 $ 567.3 $ 231.5

Gross profit increased in the nine months ended September 30, 2008 primarily due to the addition of $259.1 million of gross profit related to the consolidation of the crop protection products business in September 2007. Improved market prices in Feed and Layers also contributed to the gross profit increase. More than offsetting these increases were lower Dairy markets. 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 $ 562.3 $ 449.0 $ 113.3

The increase in selling, general and administrative expense compared to the prior year was primarily due to the addition of $83.4 million of selling, general and administrative expenses related to the repositioning of the Agronomy investment which resulted in the consolidation of the crop protection products business in September 2007. Higher selling, general and administrative expenses in Feed and Layers also contributed to the increase.

Restructuring and impairment charges $ — $ 1.7 $ (1.7 )

During the nine months ended September 2007, Feed announced the closure of plants in Columbus, WI and in Leoti, KS, resulting in $0.5 million of restructuring and impairment charges. Seed incurred an impairment charge of $0.5 million in relation to the closing of a soybean facility in Vincent, IA and $0.2 million related to a software asset impairment. Layers incurred an impairment charge of $0.3 million for the closure of two farms.

Gain on insurance settlement $ 4.0 $ 5.9 $ (1.9 )

In 2007, the Company’s MoArk, LLC subsidiary experienced a fire at a facility located in Anderson, Missouri. Damage was extensive and caused operations to cease. Costs of repair or replacement of inventory, property, plant, and equipment were covered under the terms of applicable insurance policies, subject to deductibles. For the nine months ended September 30, 2008, MoArk received $3.3 million of total insurance proceeds for the capital asset replacement and recorded a gain on insurance settlement of $2.0 million.

Additionally, for the nine months ended September 30, 2008, the Company’s MoArk subsidiary received $2.0 million of total insurance proceeds related to the settlement of a fraud loss claim involving a former employee of a previously owned subsidiary during the years 2002 through 2004. The proceeds were recorded as a gain on insurance settlement.

During the nine months ended September 30, 2007, Feed recorded a $5.9 million gain on insurance settlement related to a feed plant in Statesville, North Carolina that was destroyed by fire and was shut down in December 2005. The insured value of the property exceeded its net book value, and, for the nine months ended September 30, 2007, the Company recorded a gain on insurance settlement of $5.9 million.

	For the nine months ended September 30,
					Increase
	2008		2007		(Decrease)
	($ in millions)
Interest expense, net	$	48.1	$	34.1	$	14.0

The increase in interest expense compared to the prior year was primarily due to higher short-term borrowings related to the crop protection product business which was distributed to the Company in September, 2007 as a result of the Agronomy repositioning of Agriliance.

Equity in earnings of affiliated companies $ 38.1 $ 31.3 $ 6.8

Increased equity in earnings of affiliated companies is primarily related to increased earnings from Layers and Dairy Foods investments, partially offset by decreased earnings from Agriliance. In Layers, equity method investments had earnings of $16.2 million for the nine months ended September 30, 2008, compared to equity earnings of $7.3 million for the same period of 2007 primarily due to higher egg prices. Dairy Foods equity method investments had earnings of $4.8 million for the nine months ended September 30, 2008, compared to equity losses of $1.9 million for same period in 2007. Within Agronomy, results for the nine months ended September 30, 2008 included equity earnings from Agriliance of $11.2 million compared to equity earnings of $20.9 million for the same period of 2007. This decrease is primarily due to lower earnings attributable to the repositioning of the wholesale crop nutrients and crop protection products businesses in September of 2007. A $10.0 million impairment charge for the write-down of certain retail distribution assets to their estimated fair values recorded by Agriliance in 2007 partially offsets the decline. A discussion of net earnings for Agriliance can be found under the caption “Overview — Unconsolidated Businesses.”

Income tax expense $ 22.3 $ 21.3 $ 1.0

Income tax expense for the nine months ended September 30, 2008 and September 30, 2007 resulted in an effective tax rate of 10.4% and 13.6%. As a cooperative, earnings from member business that meet certain requirements, known as “patronage income” are deductible from taxable income. The federal and state statutory rate applied to nonmember business activity was 38.3% for the nine month periods ended September 30, 2008 and 2007. Income tax expense and the difference between the effective tax rate and statutory tax rate vary each year based upon patronage business activity and the level of and profitability of nonmember business during each of the comparable years.

Net Sales and Gross Profit by Business Segment

Our reportable segments consist of business units that offer similar products and services and/or have similar customers. We have five segments: Dairy Foods, Feed, Seed, ~~Layers~~Agronomy and ~~Agronomy~~ Layers.

Dairy Foods

	For the nine months ended September 30,
	For the three months ended March 31,
($ in millions)	~~2008~~2009			~~2007~~2008			% change
Net sales	$	~~3,070~~753.42		$	21,~~994~~048.71			2(28.51	)%
Gross profit		~~163~~31.71			~~220~~41.38			(25.76	)%
Gross profit % of net sales		54.31	%		7.4.0	%

	Increase
Net Sales Variance	(decrease)
	(decrease)
	(In millions)
Net Sales Variance	(In millions)
Pricing / product mix impact	$	37(298.50	)
Volume impact		~~149~~3.61
Acquisitions and divestitures		(111.4	)
Total decrease	$	(294.9	)
Total increase	$	75.7

44 The net sales decrease in the three months ended March 31, 2009 was primarily driven by the unfavorable pricing / mix variance of $298.0 million, mostly due to industrial operations. Industrial operations, Dairy Solutions (previously referred to as Foodservice), and Consumer Cheese net sales declined $256.3 million, $25.2 million and $7.4 million, respectively, compared to the same period last year due to lower milk and cheese market prices. The favorable volume variance of $3.1 million was driven by Dairy Solutions and industrial operations as volumes increased $15.5 million and $7.3 million, respectively, mostly offset by volume declines in resale and international of $10.4 million and $7.8 million, respectively, compared to the prior year.


	Increase
	(decrease)
Gross Profit Variance	(In millions)
Margin / product mix impact	$	(6.0	)
Volume impact		(1.0	)
Unrealized hedging		(3.7	)

Total decrease	$	(10.7	)

The ~~net~~negative ~~sales~~margin ~~increase~~/ inmix ~~the nine months ended September 30, 2008 was primarily driven by a favorable volume~~ variance of $~~149.~~6.0 million. ~~Industrial~~was ~~operations,~~primarily ~~superspreads~~due ~~and~~to ~~consumer cheese~~declining ~~volume~~milk ~~increased $161.8 million, $11.5 million~~ and cheese ~~$4.6 million,~~markets ~~respectively,~~ over the ~~same period~~prior ~~last~~ year. The ~~$161.8 million~~lower ~~increase~~gross inprofit ~~industrial operations~~ was ~~primarily~~also ~~due~~driven toby ~~milk sales~~a ~~to our former Cheese & Protein International (“CPI”) subsidiary. Foodservice and resale~~ volume ofdecline ~~bulk butter and cheese declined~~ of $181.90 million and ~~$12.3 million,~~the ~~respectively.~~effect ~~The favorable pricing / mix variance~~ of a $373.57 million ~~was~~decline ~~mainly~~ due to ~~rising~~unrealized ~~average~~hedging ~~cheese~~losses ~~market prices for the nine months ended September 30, 2008 of $0.24 per pound~~ compared to ~~the same period~~ ~~last~~unrealized ~~year.~~hedging ~~The~~gains ~~increase in market price caused net sales~~ for ~~foodservice, consumer cheese and superspreads to increase $52.3 million, $31.5 million, and $18.0 million, respectively, compared to~~ the same period ~~last year. The acquisitions and divestitures category includes the effect of the sale of Cheese & Protein International~~ in ~~April 2007 which resulted in a decline in cheese sales~~2008.

	Increase
Gross Profit Variance	(decrease)
	(In millions)
Margin / product mix impact	$	(50.4	)
Volume impact		(0.2	)
Unrealized hedging		3.2
Acquisitions and divestitures		(9.2	)
Total decrease	$	(56.6	)

The negative margin / mix variance of $50.4 million was primarily due to declining nonfat dry milk, whey and cheese markets in the current year versus rising markets in the prior year. In addition, the business experienced higher distribution expenses across all businesses due to rising fuel costs partially offset by pricing increases across all major businesses. The negative variance was partially offset by a $3.2 million increase in unrealized hedging gains compared to the same period in 2007. The acquisitions and divestitures category includes the effect of the sale of substantially all of CPI’s assets in April 2007.

Feed

	For the nine months ended September 30,
	For the three months ended March 31,
($ in millions)	~~2008~~2009			~~2007~~2008			% change
Net sales	$	~~2,858~~893.38		$	~~2,175~~941.97			31(5.41	)%
Gross profit		~~218~~72.54			~~205~~80.51			6(9.36	)%
Gross profit % of net sales		78.61	%		98.45	%

	Increase
Net Sales Variance	(decrease)
	(decrease)
	(In millions)
Net Sales Variance	(In millions)
Pricing / product mix impact.	$	621.5
Pricing / product mix impact	$	5.6
Volume impact		69(53.95	)
Acquisitions and divestitures		(9.0	)
Total decrease	$	(47.9	)
Total increase	$	682.4

The $~~621.~~5.6 million favorable pricing / mix variance was primarily due to ~~the~~a ~~effect~~shift ofin sales within ~~commodity~~product ~~price~~mix ~~increases,~~resulting ~~which~~in increased sales in ~~ingredients~~premix, livestock and lifestyle byof $~~253~~22.8 7 million, $~~229~~19.3 2 million and $943.25 million, respectively. ~~Dairy~~These ~~feed,~~gains ~~grass~~were ~~cattle~~mostly ~~and swine feed~~offset ~~sales~~by ~~accounted~~declines ~~for the largest increases~~ in ~~the~~ingredients ~~livestock category,~~ and ~~horse and companion~~ animal ~~feed~~ ~~accounted~~milk ~~for the majority~~ of ~~the lifestyle increases. The favorable volume variance of~~ $6924.9 2 million ~~was primarily due to volume improvements in direct ship ingredients, premix~~ and ~~companion animal feed~~$15. Favorable commodity prices as well as deteriorating forage conditions over the prior year have primarily driven this volume increase. These improvements were partially offset by declines in the livestock category0 million, ~~mainly feedlot, dairy and swine~~respectively. ~~The acquisition and~~ ~~divestiture category includes the impact of decreased sales due to the contribution of a Kansas facility to a feedlot joint venture in February 2007.~~

	Increase
Gross Profit Variance	(decrease)
	(In millions)
Margin / product mix impact	$	39.2
Volume impact		0.1
Unrealized hedging		(26.4	)
Acquisitions and divestitures		0.1
Total increase	$	13.0

Gross profit increased for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007 primarily due to favorable ingredient cost positions partially offset by higher energy and distribution costs. The positive margin / mix variance of $39.2 million was primarily due to pricing improvement in relation to ingredient costs.

Grass ~~Premix,~~cattle ~~ingredient,~~and ~~horse,~~ dairy ~~and~~feed accounted ~~swine~~for ~~margins~~the largest increases in the livestock category as higher selling prices drove improved ~~$24~~margins.~~1 million~~ In lifestyle, increased prices of horse feed accounted for the majority of the increase. The unfavorable volume variance of $653.95 million, was mainly due to declines in the $3livestock category.~~7 million~~ Grass cattle and dairy feed experienced weaker demand, resulting in volume decreases of $320.18 million and $320.16 million, respectively. ~~Unrealized~~In ~~hedging~~lifestyle, ~~losses~~volume ofincreased $2513.63 million, ~~compared~~on tocompanion ~~the~~animal ~~prior~~feed, ~~year~~which ~~unrealized~~was ~~hedging~~mostly ~~gains~~offset ofby a $012.8 3 million, ~~offset~~decline ain ~~large~~horse feed. Premix and ingredients volumes experienced weaker demand and ~~portion~~volumes ofdecreased ~~the~~$6.0 million ~~margin~~and ~~favorability~~$3.7 million, respectively.


	Increase
	(decrease)
Gross Profit Variance	(In millions)
Margin / product mix impact	$	(21.4	)
Volume impact		(6.4	)
Unrealized hedging		20.1

Total decrease	$	(7.7	)

Gross profit declined primarily due to the negative margin / product mix impact of $21.4 million. Gross profit decreased in livestock, ingredients and lifestyle by $8.5 million, $5.8 million and $3.5 million, respectively. In livestock, pricing pressures resulted in lower margins on commodity blends, swine, feedlot and grass cattle feed and ingredients margins did not keep pace with the strong prior year period. Lower volume negatively impacted gross profit by $6.4 million. In lifestyle, horse feed declined by $2.3 million and in livestock grass cattle and dairy feed declined by $2.1 million and $2.1 million, respectively. In addition, unrealized hedging gains in the current year versus unrealized hedging losses in the prior year favorably impacted gross profit by $20.1 million.

Seed

	For the nine months ended September 30,
	For the three months ended March 31,
($ in millions)	~~2008~~2009			~~2007~~2008			% change
Net sales	$	~~920~~775.21		$	~~739~~627.51			2423.46	%
Gross profit		~~102~~111.84			9866.74			467.28	%
Gross profit % of net sales		1114.14	%		1310.36	%

	Increase
Net Sales Variance	(decrease)
	(decrease)
	(In millions)
Net Sales Variance	(In millions)
Pricing / product mix impact	$	~~108~~131.65
Volume impact		7216.12
Total increase	$	180.7
Acquisitions and divestitures		0.3
Total increase	$	148.0

The $~~108~~131.65 million pricing / mix variance was primarily related to a $8158.75 million increase in corn sales due to ~~increased~~higher ~~triple~~market ~~stack~~prices ~~trait sales~~ and a $2357.63 million increase in ~~soybeans~~soybean sales also due to to increased market prices. The $7116.72 million favorable volume variance was ~~primarily~~driven ~~due~~in tolarge part by a $6415.29 million increase in ~~soybean~~corn volume, ~~growth~~as partnered brands gained market share. Also contributing to the positive volume variance was an $8.1 million increase in soybean volumes due to an expected increase in acres planted. Volume declined in alfalfa and sunflowers by $3.5 million and $3.3 million, respectively. The acquisitions and divestitures category includes the effect of the acquisition of the Seed Exchange forage grass business in 2008.

	Increase
Gross Profit Variance	(decrease)
	(decrease)
	(In millions)
Gross Profit Variance	(In millions)
Margin / product mix impact	$	739.89
Volume impact		9.(2.9	)
Unrealized hedging		~~(12~~8.90	)
Total increase	$	445.10

The $739.8 9 million positive margin / product mix variance was driven by acorn, ~~$5.1 million~~soybeans ~~increase~~and inalfalfa ~~corn~~with ~~due~~increases ~~to increased sales~~ of ~~triple stack traited products,~~ $119.25 million ~~higher sunflower margins~~, $014.98 million ~~for a new inoculation product line~~ and $04.96 million, ~~higher~~respectively. ~~margins~~This ~~in alfalfa~~gross profit improvement was mostly due to a higher ~~inventory~~market ~~reserve~~prices ~~adjustment~~ in ~~2007~~the current year. The $9.2.9 million unfavorable ~~favorable~~ volume variance was primarily due to alower ~~$9.7 million~~alfalfa ~~increase~~and insunflower ~~soybeans~~volumes. ~~due~~An ~~to a shift in acres planted~~$8. ~~These~~0 million positive ~~impacts~~change ~~were~~in ~~offset~~unrealized byhedging agains ~~$12.9 million~~compared ~~increase~~to in unrealized hedging losses ~~compared~~in ~~with~~ the prior year also contributed to the higher gross profit in 2009.

~~Layers~~32

	For the nine months ended September 30,
($ in millions)	2008			2007			% cha
Net sales	$	455.2		$	354.6			28.4	%
Gross profit		59.4			46.0			29.1	%
Gross profit % of net sales		13.0	%		13.0	%

	Increase
Net Sales Variance	(decrease)
	(In millions)
Pricing / product mix impact	$	101.4
Volume impact		(0.8	)
Total increase	$	100.6

The $101.4 million positive pricing / mix variance was primarily driven by higher egg prices for the nine months ended September 30, 2008 compared to the same period in 2007. The average quoted price based on the Urner Barry Midwest Large market increased to $1.35 per dozen in 2008 compared to $1.07 per dozen in 2007.

	Increase
Gross Profit Variance	(decrease)
	(In millions)
Margin / product mix impact	$	18.5
Volume impact		(1.1	)
Unrealized hedging		(4.0	)
Total increase	$	13.4

Layers

The gross profit increase was primarily attributable to the increase in the average market price of eggs. Partially offsetting the impact of higher egg prices were higher feed and other input costs, $1.1 million due to volume declines and a $4.0 million increase in unrealized hedging losses for the nine months ended September 30, 2008 compared to the same period in 2007.


	For the three months ended March 31,
($ in millions)	2009			2008			% change
Net sales	$	138.2		$	181.1			(23.7	)%
Gross profit		11.5			33.9			(66.1	)%
Gross profit % of net sales		8.3	%		18.7	%


	Increase
	(decrease)
Net Sales Variance	(In millions)
Pricing / product mix impact	$	(43.0	)
Volume impact		0.1

Total decrease	$	(42.9	)

The $43.0 million negative pricing / mix variance was primarily driven by lower egg prices for the three months ended March 31, 2009 compared to the same period in 2008. The average quoted price based on the Urner Barry Midwest Large market decreased to $1.16 per dozen in 2009 compared to $1.62 per dozen in 2008. Volume was flat versus a year ago as volume growth in commodity eggs was offset by a decline in specialty eggs.


	Increase
	(decrease)
Gross Profit Variance	(In millions)
Margin / product mix impact	$	(30.5	)
Volume impact		0.2
Unrealized hedging		7.9

Total decrease	$	(22.4	)

The margin / product mix decrease was primarily attributable to the decline in the average market price of eggs. Lower feed costs partially offset the impact of lower egg prices. There was also a $7.9 million positive impact of the change to unrealized hedging gains for the three months ended March 31, 2009 from unrealized hedging losses for the same period in 2008.

Agronomy

Net sales and gross profit for Agronomy include the results of our wholesale crop protection products business which was consolidated effective September 1, 2007 upon the repositioning of Agriliance. For further information, see the discussion under the caption “Overview — General.” The following analysis includes a comparison of the nine month period ending September 30, 2008 compared to the one month period ending September 30, 2007 combined with the stand-alone net sales and gross profit of the wholesale crop protection products business for the nine month period ending September 30, 2007 as previously reported in Agriliance’s financial results.


	For the three months ended March 31,
($ in millions)	2009			2008			% change
Net sales	$	408.4		$	487.2			(16.2	)%
Gross profit		33.2			29.3			13.3	%
Gross profit % of net sales		8.1	%		6.0	%

Net Sales


	Increase
	(decrease)
Net Sales Variance	(In millions)
Pricing / product mix impact	$	43.3
Volume impact		(115.7	)
Acquisitions and divestitures		(6.4	)

Total decrease	$	(78.8	)

~~Net~~The net sales decline for the ~~nine~~three months ended ~~September~~March 3031, 2009, compared to the three months ending March 31, 2008 ~~were~~was primarily volume driven. The $~~2,123~~115.07 million. ~~The~~unfavorable ~~combined~~volume variance ~~net~~was ~~sales~~due ~~including~~to ~~the~~lower ~~one~~volumes ~~month~~across ~~ending~~most ~~September 30,~~product ~~2007~~groups ~~for~~as ~~Land~~customers ~~O’Lakes~~increased ~~and~~inventory ~~the~~levels ~~stand-alone~~in the ~~crop~~fall ~~protection~~of ~~products~~2008 ~~results~~ahead ~~for~~of ~~Agriliance~~price ~~for~~increases, ~~the~~which ~~nine~~lowered ~~months~~demand ~~ended~~in ~~September 30,~~2009. ~~2007~~This ~~were~~was partially offset by a $~~1,243~~43.03 million. ~~The~~favorable ~~$880.0 million~~pricing ~~increase~~variance indue ~~net~~to ~~sales~~higher ~~was~~product ~~primarily~~prices ~~related~~in tothe ~~sales~~current ~~from~~year. ~~our~~The ~~crop~~acquisitions ~~protection~~and ~~products~~divestitures ~~business~~category toincludes the unfavorable impact of four Agriliance ~~retail~~LLC (“Agriliance”) ~~business,~~joint ~~which~~ventures that were ~~previously~~distributed ~~recorded as~~to ~~intercompany~~the ~~transfers~~Company in early January and ~~eliminated~~February 2008 ~~within~~and ~~Agriliance.~~partially ~~Also~~offset ~~contributing~~by tothe favorable impact of the ~~increase~~Soy ~~were~~Genetics acquisition. In July 2008, ~~improved~~three ~~sales~~of inthe ~~herbicides~~Agriliance joint ventures were deconsolidated and ~~fungicides,~~accounted ~~primarily~~for ~~due~~under tothe ~~increased~~equity method ~~demand~~after the joint venture agreements were renegotiated.

~~Gross Profit~~33

GrossTable profit for the nine months ended September 30, 2008 was $259.1 million. The combined gross profit including the one month ending September 30, 2007 results for Land O’Lakes and the stand-alone crop protection products results for Agriliance for the nine months ended September 30, 2007 was $87.2 million. The $171.9 million increase in gross profit was primarily related to a $64.0 million increase in recognition of vendor rebates due to the timing of formalizing vendor rebate agreements earlier in 2008 than in 2007, which resulted in earlier recognition of the vendor rebates in the Company’s consolidated financial statements.. In addition, sales from our crop protection products business to the Agriliance retail business, which were previously recorded as intercompany transfers also resulted in increased gross profit. Also contributing to the increase were higher prices and inventory appreciation in most product groups driven by stronger demand for crop inputs as customers looked to improve yields driven by higher commodity prices. These increases were partially offset by returns reserves, increased distribution costs and a step up in inventory value as part of the purchase accounting adjustment. Contents


	Increase
	(decrease)
Gross Profit Variance	(In millions)
Margin / product mix impact	$	17.6
Volume impact		(7.0	)
Unrealized hedging		(0.2	)
Acquisitions and divestitures		(6.5	)

Total increase	$	3.9

Gross profit increased by $3.9 million due to high margins across most product groups. The favorable $17.6 million margin / product mix variance was primarily driven by strong margins on glyphosate. This was partially offset by $7.0 million lower volumes due to customers building inventory in the fall of 2008. The acquisitions and divestitures category includes a $7.3 million unfarovable impact of four Agriliance joint ventures that were distributed to the company in early January and February 2008 and a positive $0.8 million impact of the Soy Genetics acquisition. The unfavorable impact related to the joint ventures was due to the change in accounting to the equity method in July 2008 and also due to lower margins in crop nutruients.

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 a receivables securitization facility, leasing arrangements and the sale of non-strategic assets.

Total long-term debt, including the current portion, was $~~579~~534.34 million at ~~September~~March 3031, ~~2008~~2009 compared to $~~590~~534.08 million at December 31, ~~2007~~2008. The decrease was primarily due to debt repayments for borrowings of consolidated subsidiaries.

Our primary sources of debt at ~~September 30~~March 31, ~~2008~~2009 include a $225.0 million revolving credit facility, of which $15100.0 million was outstanding, a $400.0 million receivables securitization facility, of which ~~$400.0 million~~ was ~~outstanding~~fully drawn down, $~~175~~149.7 million in 9.00% senior secured notes, $~~192~~174.70 million in 8.75% senior unsecured notes and $190.7 million of 7.45% capital securities.

47 At March 31, 2009, $19.6 million of our long-term debt, including $4.3 million of capital lease obligations, was attributable to MoArk. Land O’Lakes does not provide any guarantees or support for MoArk’s debt. In addition, we had $0.4 million of other miscellaneous long-term debt at March 31, 2009.

~~Table~~ Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. At March 31, 2009, we had available cash and cash equivalents on hand of $33.5 million. ~~Contents~~Total equities, excluding noncontrolling interests of $14.3 million, were $1,017.0 million at March 31, 2009.

At September 30, 2008, $20.6 million of our long-term debt, including $5.0 million of capital lease obligations, was attributable to MoArk. We do not provide any guarantees or support for MoArk’s debt. In addition, we had $0.3 million of other long-term debt at September 30, 2008.

Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. At September 30, 2008, we had available cash and cash equivalents on hand of $28.8 million. Total equities at September 30, 2008 were $1,094.8 million.

Our total liquidity is as follows:

	As of		As of		As of
	September 30,		September 30,		December 31,
	March 31,		March 31,		December 31,
	2008		2007		2007
	2009		2008		2008
	($ in millions)
Cash and cash equivalents	$	2833.85	$	5478.14	$	~~116~~30.8
Availability on revolving credit facility		~~176~~88.76		~~196~~93.06		~~196~~188.06
Availability on receivable securitization program		—		20110.0		~~230~~120.0
Availability on MoArk revolving credit facility		40.0		40.0		40.0
Availability on the Agriliance credit facility		7.0		20.0		—
Total liquidity	$	245.5	$	310.1	$	582.8
Availability on the MoArk revolving credit facility		40.0		40.0		40.0
Total liquidity	$	169.1	$	342.0	$	379.4

~~Total~~On ~~liquidity~~May 4, ~~decreased~~2009, ~~from~~the ~~December~~Company announced that it had closed a $175 ~~31,~~million ~~2007~~increase to ~~September 30~~the revolving credit facility, ~~2008~~bringing ~~primarily~~the ~~due~~total capacity to ~~seasonal~~ ~~working~~$400 million, ~~capital~~which ~~requirements~~is ~~within~~not reflected in the ~~Agronomy~~liquidity ~~and~~shown ~~Feed segments~~above. 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.

Cash Flows

Adjustment and Restatement of Financial Results

As described in Overview — Adjustment and Restatement of Prior Years’ Consolidated Financial Statements, the Company has restated its financial results for the three and nine months ended September 30, 2007 due to accounting errors made by the Company’s Agriliance joint venture related to the recording of vendor rebates. In addition, the Company has adjusted its financial results for the three and nine months ended September 30, 2007 due to accounting errors in the Company’s MoArk subsidiary. Total operating, investing and financing activities did not change although individual captions within operating activities were corrected. The effects of the adjustments on operating activities within the consolidated statement of cash flows for the nine months ended September 30, 2007 are as follows:

	Previously			Effect of			Effect of
	Reported			MoArk			Agronomy			Restated
	2007			Adjustment			Restatement			2007
	($ in millions)
Net earnings	$	156.6		$	(2.2	)	$	(19.2	)	$	135.2
Depreciation and amortization		61.5			1.1			—			62.6
Amortization of deferred financing costs		1.7			0.5			—			2.2
Bad debt expense		2.3			0.2			—			2.5
Deferred income tax benefit		(17.9	)		(1.3	)		(11.9	)		(31.1	)
Equity in earnings of affiliated companies		(58.0	)		—			26.7			(31.3	)
Change in receivables		(190.0	)		0.1			4.4			(185.5	)
Change in other current assets		305.3			0.6			—			305.9
Change in accrued expenses		66.8			1.0			—			67.8

The following tables summarize the key elements in our cash flows for the following periods:

	For the Nine Months Ended
Operating Activities	September 30,
	2008			2007
	($ in millions)
Net earnings	$	192.6		$	135.2
Adjustments to reconcile net earnings to net cash used by operating activities.		76.4			(5.9	)
Changes in current assets and liabilities, net of acquisitions and divestitures		(467.9	)		(162.0	)
Net cash used by operating activities	$	(198.9	)	$	(32.7	)

Operating Activities


	For the Three Months Ended
	March 31,
	2009			2008
	($ in millions)
Net earnings attributable to Land O’Lakes, Inc.	$	82.7		$	61.3
Adjustments to reconcile net earnings attributable to Land O’Lakes, Inc. to net cash used by operating activities		29.3			17.1
Changes in current assets and liabilities, net of acquisitions and divestitures		(270.8	)		(341.0	)

Net cash used by operating activities	$	(158.8	)	$	(262.6	)

~~Table~~ Net cash used by operating activities decreased $103.8 million in the three months ended March 31, 2009 compared to the same period in 2008. The decrease in cash used by operating activities was due to $21.4 million of ~~Contents~~increased net earnings attributable to Land O’Lakes, Inc. and a $70.2 million decrease in working capital requirements due to declines in commodity prices during the three months ended March 31, 2009, compared with the same period in 2008.

Net cash used by operating activities increased $166.2 million in the nine months ended September 30, 2008 compared to the same period in 2007.

Although net earnings increased by $57.4 million in the nine months ended September 30, 2008 compared to the same period in 2007, that increase was more than offset by the increased working capital requirements of $305.9 million. The increased working capital requirements are primarily related to seasonal requirements for the Agronomy crop protection products business, which was distributed to the Company as part of the Agronomy repositioning in September 2007.

Investing Activities

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2008			2007
	2009			2008
	($ in millions)
Additions to property, plant and equipment	$	(~~120~~36.59	)	$	(6224.3	)
Acquisitions, net of cash acquired		~~(9.0~~—	)		(26.94	)
Investments in affiliates		(500.94	)		(~~216~~50.68	)
Distributions from investments in affiliated companies		~~8.8~~—			—4.4
Net settlement on repositioning investment in joint venture		—			(133.5	)
Proceeds from sale of investments		5.6			—
Net proceeds from divestiture of businesses		—			212.1
Proceeds from foreign currency exchange contracts on sale of investment		0.5			—
Proceeds from sale of investments		0.1			0.5
Proceeds from sale of property, plant and equipment		0.8			0.1
Proceeds from sale of property, plant and equipment		5.6			5.1
Insurance proceeds for replacement assets		4.4			—
Insurance proceeds for replacement assets		5.3			8.6
Change in notes receivable		0.3			(6.0	)
Changes in notes receivable		(11.6	)		(18.2	)
Other		0.2			(0.5	)
Other		3.0			(0.7	)
Net cash used by investing activities	$	(25.5	)	$	(83.5	)
Net cash used by investing activities	$	(169.2	)	$	(207.9	)

Net cash used by investing activities decreased $3858.7 0 million for the ~~nine~~three months ended March ~~September 30~~31, ~~2008~~2009, compared to the same period ~~from~~in ~~the prior year. In the nine months ended September 30,~~ 2008~~, spending on property, plant and equipment increased $58~~.~~2 million,~~ ~~while investments~~The indecrease ~~affiliates~~was ~~decreased~~primarily ~~$165.7 million.~~related Into ~~2007, significantly higher spending occurred as a result of~~ the $~~133~~50.~~5 million of net settlement on the repositioning of the crop~~0 ~~protection product assets from Agriliance, $215.9~~ million of additional ~~capital~~investment toin Agriliance ~~to pay~~for ~~down~~the ~~debt~~three ~~and~~months toended ~~support working capital requirements~~March 31, ~~partially~~2008 ~~offset~~with ~~by $211.9 million of~~no ~~net~~comparable ~~proceeds~~investment ~~received~~for ~~from~~ the ~~divestiture~~three ofmonths ~~substantially~~ended ~~all~~March 31, ~~the assets related to the Company’s Cheese & Protein International subsidiary~~2009.

We expect total capital expenditures to be approximately $170 million in ~~2008~~2009. Of ~~such~~that amount, we currently estimate that a minimum range of $4050 million to $5060 million of ongoing maintenance capital expenditures will be required.

Financing Activities

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2008			2007
	2009			2008
	($ in millions)
Increase in short-term debt, net	$	~~388~~208.72		$	~~282~~341.69
Proceeds from issuance of long-term debt		~~0.5~~—			50.57
Principal payments on long-term debt		(14.1	)		(36.9	)
Principal payments on long-term debt and obligations under capital lease		(0.7	)		(12.7	)
Payments for redemption of member equities		(9418.9	)		(3622.2	)
Other		(0.1.6	)		~~(0.1~~—	)
Net cash provided by financing activities	$	~~280~~187.10		$	~~214~~307.97

Net cash provided by financing activities ~~increased~~decreased $65120.27 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009, compared to the same period ~~from~~in ~~the prior year~~2008. The change is primarily due to ~~increased~~ ~~short~~a ~~term~~decrease ~~borrowings~~ of $~~106~~133.17 million onof ~~the~~seasonal ~~securitization~~borrowings ~~and~~since ~~revolving credit facilities~~December 31, ~~which~~2008 ~~were used~~ to ~~partially~~ fund ~~the~~decreased ~~current~~ working capital requirements ~~and~~partially ~~a reduction~~offset inby ~~principal~~a ~~payments~~decrease ~~on long-term debt~~ of $2212.80 million. ~~These were partially offset by $58.7 million~~ of ~~increased~~principal payments ~~for~~on ~~the~~long-term debt ~~redemption~~and ofobligations ~~member~~under ~~equities~~capital lease.

Principal Debt Facilities

WeThe ~~maintain~~Company’s a $225.0 million, five-year ~~secured~~ revolving credit facility. ~~Under~~matures ~~this facility,~~in ~~lenders have committed to make advances and issue letters of credit until August~~ 2011. ~~Borrowings~~ Borrowings bear interest at a variable rate (either LIBOR or an Alternative Base Rate) plus an ~~applicable~~ applicable margin. The margin is ~~tied~~dependent toupon the Company’s leverage ratio. Based on ~~our~~the ~~leverage~~Company’s ~~ratio~~leverage ratio at the end of ~~September~~March ~~2008~~2009, the LIBOR margin for the revolving credit facility was 87.5 basis points and the spread for the Alternative Base Rate was 20 basis points. LIBOR may be set for one, two, three or six month periods at ~~our~~the election of the Company. ~~There~~At ~~was~~March 31, 2009, $15100.0 million was outstanding on the revolving credit facility and $088.6 million was available after giving effect to $36.4 million of outstanding onletters ~~our~~of credit, which reduce availability. On May 4, 2009, the Company announced that it had closed a $175 million increase to the revolving credit facility, bringing the total capacity to $400 million. Pricing on the facility was increased due to current market rates. Based on the Company’s leverage ratio at ~~September~~the end of March 302009, ~~2008~~the LIBOR margin for the revolving credit facility was increased to 250 basis points and ~~December 31,~~the ~~2007~~spread for the Alternative Base Rate was increased to 150 basis points, ~~respectively~~effective from the closing date.

WeThe ~~also~~Company’s ~~maintain a~~ $400 million, five-year receivables securitization facility, ~~which~~arranged ~~matures~~by CoBank inACB ~~2011,~~matures toin ~~finance short-term borrowing needs~~2011. ~~Land~~The ~~O’Lakes~~Company and certain wholly owned consolidated entities sell Dairy Foods, Feed, Seed, Agronomy and certain other receivables to LOL SPV, LLC, a wholly owned, consolidated special purpose entity (“the “SPE”). The SPE enters into borrowings which are effectively secured ~~Company~~solely ~~sells~~by the SPE’s receivables. The SPE has its own separate creditors that are entitled to be satisfied out of the assets of the SPE inprior ~~order~~to any value becoming available to ~~obtain~~the ~~financing~~Company. Borrowings ~~for~~under ~~its~~the receivables securitization facility bear interest at LIBOR plus 87.5 basis points. At March 31, 2009 and December 31, 2008, the SPE’s receivables were $975.1 million and $1,024.1 million, respectively. At March 31, 2009 and December 31, 2008, outstanding balances under the facility, recorded as notes and short-term ~~borrowing~~obligations, ~~needs~~were $400.0 million and $280.0 million, respectively, and availability was $0 and $120.0 million, respectively.

49 The Company also had $73.9 million as of March 31, 2009, and $74.5 million as of December 31, 2008, of notes and short-term obligations outstanding under a revolving line of credit and other borrowing arrangements for a wholly-owned subsidiary that provides operating loans and facility financing to farmers and livestock producers.

Additionally, the Company had $13.0 million and $20.0 outstanding as of March 31, 2009 and December 31, 2008, respectively of notes and short term obligations under a credit facility with Agriliance, a 50/50 joint venture with CHS. The purpose of the credit facility is to provide additional working capital liquidity and allows the Company to borrow from or lend to Agriliance at a variable rate of LIBOR plus 100 basis points.

The Company’s MoArk subsidiary maintains a $40 million revolving credit facility, which is subject to a borrowing base limitation. Borrowings bear interest at a variable rate (either LIBOR or an Alternative Base Rate) plus an applicable margin. At March 31, 2009 and December 31, 2008, the outstanding borrowings were $0. MoArk’s facility is not guaranteed by the Company nor is it secured by Company assets. The facility was scheduled to mature on June 1, 2009. On February 27, 2009, MoArk and its lenders agreed to an extension of the facility to June 1, 2012. MoArk had outstanding notes and term loans of $15.2 million and $15.4 million as of March 31, 2009 and December 31, 2008, respectively. The decline in MoArk’s long-term debt was primarily due to payments on various term notes from cash provided by operations.

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 prepayments on the Company’s term loans. These notes bear interest at a fixed rate of 9.00% per annum, payable on June 15 and December 15 each year. The notes became callable in December 2007 at a redemption price of 104.5%. In December 2008, the redemption price became 102.25%. The notes are callable at par beginning in December 2009. The balance outstanding for these notes at March 31, 2009 was $149.7 million.

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 became callable in November 2006 at a redemption price of 104.375%.

~~Under~~In ~~this facility~~November 2007, the ~~SPE enters~~redemption ~~into~~price ~~borrowings~~declined ~~with~~to ~~CoBank,~~102.917% ~~which~~and ~~are~~in ~~effectively~~November 2008, ~~secured~~the ~~solely~~redemption byprice ~~the~~declined ~~SPE’s~~to ~~receivables~~101. 458%. The ~~SPE~~notes ~~has~~are ~~its~~callable ~~own~~at ~~separate~~par ~~creditors~~beginning ~~that~~in November 2009. ~~are~~In ~~entitled~~September 2005, to$3.8 million beof ~~satisfied~~these ~~out~~notes were tendered in accordance with the terms of the ~~assets~~indentures of the ~~SPE~~ ~~prior~~notes, towhich ~~any~~required ~~value~~a ~~becoming~~par ~~available~~offer toin ~~the~~August 2005 ~~Company.~~as a ~~The~~result ~~effective~~of ~~cost~~receiving ofcash proceeds from the ~~facility~~sale ~~is LIBOR~~of ~~plus~~our 87investment in CF Industries.5 ~~basis~~In November 2005, ~~points~~we completed a “modified Dutch Auction” cash tender for these notes and purchased $149.7 million ~~The~~in ~~SPE~~aggregate ~~does~~principal ~~not~~amount ~~meet~~of the ~~definition~~notes ofat a ~~qualified~~purchase ~~special~~price ~~purpose~~of $1,070 per $1,000 ~~entity~~principal amount. In April 2007, ~~and~~upon receipt of the ~~assets~~proceeds ~~and~~related ~~liabilities~~to the sale of substantially all the ~~SPE~~assets ~~are~~related ~~fully~~to ~~consolidated~~our inCheese ~~the~~& ~~Company’s~~Protein International LLC subsidiary, we launched a par ~~consolidated~~offer ~~financial~~in ~~statements.~~accordance ~~The~~with ~~SPE’s~~the ~~receivables~~terms ~~were~~of ~~$773.6 million~~the indentures governing these notes and $~~732~~2.07 million atof ~~September 30,~~notes ~~2008~~were ~~and~~tendered. ~~December 31,~~In August 2007, ~~respectively.~~the AtCompany ~~September 30,~~made ~~2008,~~open ~~there~~market ~~was~~purchases of $~~400~~1.0 1 million ~~outstanding,~~of ~~and~~our 8.75% $0notes.0 ~~was~~In ~~available~~November ~~under~~and ~~this~~December ~~facility.~~of ~~At December 31~~2008, ~~2007,~~the ~~there~~Company ~~was~~made open market purchases and retired a total of $7018.07 million of the outstanding, ~~and~~8.75% ~~$230 million~~notes. ~~was~~The ~~available~~balance ~~under~~outstanding ~~this~~for ~~facility~~these notes at March 31, 2009 was $174.0 million.

In ~~December 2003~~1998, weCapital ~~issued~~Securities in an amount of $~~175~~200 million ofwere ~~senior~~issued ~~secured~~by ~~notes~~our ~~that~~trust ~~mature on December 15~~subsidiary, ~~2010.~~and ~~Proceeds from~~ the ~~issuance~~net proceeds were used to ~~make~~acquire ~~prepayments~~a onjunior ~~the~~subordinated ~~Company’s~~note ~~term~~of ~~loans~~Land O’Lakes. ~~These~~The holders ~~notes~~of ~~bear~~the ~~interest~~securities are entitled to receive dividends at aan ~~fixed~~annual rate of 97.0045% ~~per~~until ~~annum,~~the ~~payable~~securities mature onin ~~June 15 and December 15 each year~~2028. The ~~notes~~payment ~~became~~terms ~~callable~~of inthe ~~December 2007~~Capital atSecurities acorrespond ~~redemption~~to ~~price~~the ofpayment ~~104.5%.~~terms Inof ~~December~~the ~~2008~~junior subordinated debentures, which are the ~~redemption~~sole ~~price~~asset ~~will~~of bethe ~~102~~trust subsidiary.~~25%.~~ ~~The~~Interest payments ~~notes~~on ~~are~~the ~~callable~~debentures atcan ~~par~~be ~~beginning~~deferred infor ~~December~~up to five years, and the obligations under the ~~2009.~~debentures ~~The~~are ~~balance~~junior ~~outstanding~~to ~~for~~all ~~these~~of ~~notes~~our atdebt. ~~September~~At March 3031, ~~2008~~2009, the outstanding balance of Capital Securities was $~~175~~190.7 million.

~~In December~~The ofcredit ~~2008,~~agreements ~~the~~relating ~~Company~~to ~~made~~the ~~open~~revolving ~~market~~credit ~~purchases~~facility and ~~retired~~the ~~$25.3 million~~indentures ofrelating to the ~~outstanding~~8.75% senior unsecured notes and the 9.00% ~~Senior~~ 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 certain interest coverage and leverage ratios. Land O’Lakes debt covenants were all satisfied as of March 31, 2009.

In November 2001, we issued $350 million of senior unsecured notes that mature on November 15, 2011. These notes bear interest at a fixed rate of 8.75% per annum, payable on May 15 and November 15 each year. The notes became callable in November 2006 at a redemption price of 104.375%. In November 2007, the redemption price declined to 102.917% and in November 2008, the redemption price declined to 101.458%. The notes are callable at par beginning in November 2009. In September 2005, $3.8 million of these notes were tendered in accordance with the terms of the indentures of the notes, which required a par offer in August 2005 as a result of receiving cash proceeds from the sale of our investment in CF Industries. In November 2005, we completed a “modified Dutch Auction” cash tender for these notes and purchased $149.7 million in aggregate principal amount of the notes at a purchase price of $1,070 per $1,000 principal amount. In April 2007, upon receipt of the proceeds related to the sale of substantially all the assets related to our Cheese & Protein International LLC subsidiary, we launched a par offer in accordance with the terms of the indentures governing these notes and $2.7 million of notes were tendered. In addition to the modified Dutch Auction, we, or our affiliates, are permitted by the indentures governing our 8.75% senior unsecured notes and our 9.00% senior secured notes to make open market purchases of such notes, and at such terms and at such prices as we or our affiliates may determine. As such, in August 2007, an additional $1.1 million of our 8.75% notes were purchased. The balance outstanding for these notes at September 30, 2008 was $192.7 million.

In November and December of 2008, the Company made open market purchases and retired a total of $18.7 million of the outstanding 8.75% Senior unsecured notes.

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, 2008, the outstanding balance of Capital Securities was $190.7 million.

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 certain interest coverage and leverage ratios. Land O’Lakes debt covenants were all satisfied as of September 30, 2008.

On February 18, 2009, the Company, on a precautionary basis, requested waivers from the lenders participating in its five-year revolving credit facility and the from the participants in its accounts receivable securitization facility related to possible defaults that may have occurred with respect to such facilities. The possible defaults relate to the accuracy, when delivered, of historical financial statements that were later adjusted or restated. The Company does not believe that any defaults actually occurred. The lenders under both facilities granted the waiver requests as of February 20, 2009.

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 MoArk, LLC, LOL Finance Co., LOLFC, LLC (a subsidiary of LOL Finance Co.) and LOL 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 (other than MoArk, LLC, 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.

50 In December 2008, the Company entered into a transaction with the City of Russell, Kansas (the “City”), whereby, the City purchased the Company’s Russell, Kansas feed facility (the “Facility”) by issuing $4.9 million in industrial development revenue bonds due December 2018 and leased the Facility back to the Company for an identical term under a capital lease. The City’s bonds were purchased by the Company. Because the City has assigned the lease to a trustee for the benefit of the Company as the sole bondholder, the Company, in effect, controls enforcement of the lease against itself. As a result of the capital lease treatment, the Facility will remain a component of property, plant and equipment in the Company’s consolidated balance sheet and no gain or loss was recognized related to this transaction. As a result of the legal right of offset, the capital lease obligation and the corresponding bond investment have been eliminated upon consolidation. Additional bonds may be issued to cover the costs of certain improvements to the facility. The maximum amount of bonds authorized for issuance is $6.0 million.

MoArk has a $40 million revolving credit facility, which is subject to a borrowing base limitation and matures June 1, 2009. MoArk is currently negotiating a three-year extension to this facility. Borrowings under the revolving credit facility were $0 at both September 30, 2008 and December 31, 2007. The revolving credit facility is subject to certain debt covenants, which were all satisfied as of September 30, 2008. The facility is not guaranteed by Land O’Lakes, nor is it secured by our assets. MoArk had outstanding notes and term loans of $17.2 million and $29.5 million as of September 30, 2008 and December 31, 2007, respectively. The decline in MoArk’s long-term debt was primarily due to payments on various term notes from cash provided by operations.

Capital Leases

At March 31, 2009, MoArk had $4.3 million in obligations under capital leases atwhich ~~September 30,~~represents the ~~2008~~present value of ~~$5.0 million~~the future minimum lease payments for ~~land,~~the ~~buildings,~~leases. MoArk leases machinery, buildings and equipment at various locations. The interest rates on the capital leases range from 6.00% to 8.25% with athe weighted average rate of 7.0095%. The weighted average term until maturity is three years. ~~Land O’Lakes does not provide any guarantees or support for MoArk’s capital leases.~~

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued ~~SFAS~~Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). This statement provides a single definition of fair value, a framework for measuring fair value and expanded disclosures concerning fair value. SFAS 157 applies to other pronouncements that require or permit fair value measurements; it does not require any new fair value measurements. Effective January 1, 2008, the Company partially adopted SFAS 157, which did not have a material impact on the consolidated financial statements. Additionally, in February 2008, the FASB issued FASB Staff Positions (FSP) Financial Accounting Standard 157-1 (“FSP 157-1”) and 157-2 (“FSP 157-2”). FSP 157-1 ~~removes~~removed leasing from the scope of SFAS 157, and FSP 157-2 ~~delays~~delayed the effective date of SFAS 157 from January 1, 2008 to January 1, 2009 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). ~~The Company does~~ ~~not expect these statements to have a material impact on its consolidated financial statements.~~

~~In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit~~37 Pension and Other Postretirement Plans” (“SFAS 158”). SFAS 158 requires that employers recognize on a prospective basis the funded status of their defined benefit pension and other postretirement plans in their consolidated balance sheets and recognize as a component of other comprehensive income, net of income tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. SFAS 158 also requires the funded status of a plan to be measured as of the date of the year-end statement of financial position and requires additional disclosures in the notes to consolidated financial statements. This pronouncement was adopted effective December 31, 2007. The measurement date aspect of the pronouncement is effective for fiscal years ending after December 15, 2008 and the Company adopted that provision of SFAS 158 effective December 31, 2008.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This statement provides companies an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company that adopts SFAS 159 will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 became effective January 1, 2008 and the Company has elected not to measure any financial instruments or certain other items at fair value.

In April 2007, the FASB issued Staff Position No. FIN 39-1, “Amendment of FASB Interpretation No. 39” (“FIN 39-1”). FIN 39-1 permits companies that enter into master netting arrangements to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral. The Company has master netting arrangements for its exchange traded futures and options contracts. When the Company enters into a futures or options contract, an initial margin deposit may be required by the broker. The amount of the margin deposit varies by commodity. If the market price of a futures or options contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. Upon adoption of FIN 39-1 on January 1, 2008, the Company did not change its accounting policy of not offsetting fair value amounts recognized for derivative instruments under master netting arrangements with the right to reclaim cash collateral or obligation to return cash collateral. The adoption of FIN 39-1 did not have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at “full fair value.” The statement applies to all business combinations, including combinations among mutual enterprises. SFAS 141(R) requires all business combinations to be accounted for by applying the acquisition method and is effective for periods beginning on or after

~~December 15~~Effective January 1, ~~2008~~2009, ~~with~~the ~~early~~Company ~~adoption~~adopted ~~prohibited.~~the ~~The~~remaining ~~Company~~provisions ~~will~~of ~~adopt~~ SFAS ~~141(R) prospectively~~157 ~~for~~relating ~~all~~to ~~business~~nonrecurring nonfinancial ~~combinations~~assets ~~where~~and ~~the~~liabilities ~~acquisition~~in ~~date~~accordance iswith onFSP ~~or after January 1~~157-2, ~~2009~~ ~~and~~which ~~will~~did ~~cease~~not ~~amortizing~~have ~~goodwill created as~~ a ~~result~~material impact ofon ~~business~~the ~~combinations~~consolidated ~~between~~financial ~~mutual enterprises~~statements.

In ~~December~~October ~~2007~~2008, the FASB issued ~~SFAS~~FASB ~~No. 160,~~Staff ~~“Noncontrolling~~Position ~~Interests in Consolidated Financial Statements — An Amendment to ARB~~ No. ~~51”~~157-3 (“~~SFAS~~FSP ~~160~~157-3”)., ~~The~~which ~~objective of this statement~~clarifies ~~is to improve~~ the ~~relevance,~~application ~~comparability and transparency~~ of ~~the~~SFAS ~~financial~~157 ~~information~~in ~~that~~ a ~~reporting~~ ~~entity~~market ~~provides~~that inis ~~its~~not ~~consolidated~~active ~~financial~~and ~~statements~~provides byan ~~establishing~~example ~~accounting~~to ~~and~~illustrate ~~reporting~~key ~~standards~~considerations ~~for the noncontrolling interest~~ in adetermining ~~subsidiary and for~~ the ~~deconsolidation~~fair value of a ~~subsidiary.~~financial ~~SFAS~~asset ~~160~~when ~~requires~~ the ~~reclassification~~market offor ~~noncontrolling interests, also referred to~~that asfinancial ~~minority~~asset ~~interest,~~is tonot ~~the~~active. ~~equity~~FSP ~~section~~157-3 ofwas ~~the~~effective ~~consolidated balance sheet presented~~ upon ~~adoption.~~ ~~This~~issuance, ~~pronouncement~~including isall ~~effective~~periods for which ~~fiscal~~financial ~~years~~statements ~~beginning~~had ~~after~~not ~~December 15,~~been ~~2008~~issued. The Company ~~will~~has ~~adopt~~adopted ~~SFAS~~FSP ~~160 as of January 1~~157-3, ~~2009~~which ~~and~~did ~~does~~ not ~~expect this statement to~~ have a material impact on ~~its~~the consolidated financial statements.

In ~~December~~April ~~2007~~2009, the FASB ~~ratified~~issued ~~EITF~~FASB ~~Issue~~Staff Position No. 07157-1,4 ~~“Accounting for Collaborative Arrangements”~~ (“~~EITF~~FSP 07157-14”), which ~~defines collaborative arrangements and establishes reporting~~provides ~~requirements~~additional guidance for ~~transactions~~estimating ~~between~~fair ~~participants~~value in aaccordance ~~collaborative~~with ~~arrangement~~SFAS ~~and~~157 ~~between participants~~when in the ~~arrangement~~volume and ~~third~~level of ~~parties.~~activity ~~EITF~~for ~~07-1~~the ~~also~~asset ~~establishes~~or ~~the~~liability ~~appropriate income~~have ~~statement~~significantly ~~presentation~~decreased and ~~classification~~also ~~for~~includes ~~joint~~guidance ~~operating~~on identifying ~~activities~~circumstances ~~and~~that ~~payments between~~indicate ~~participants,~~a astransaction ~~well~~is asnot ~~the~~orderly. ~~sufficiency~~FSP of157-4 ~~the~~is ~~disclosures~~effective ~~related~~for periods toending ~~these~~after ~~arrangements. EITF~~June 15, ~~07-1~~2009 iswith ~~effective~~early ~~for~~adoption ~~fiscal~~permitted ~~years~~for ~~beginning~~periods ending after ~~December~~March 15, ~~2008~~ 2009. ~~EITF~~At ~~07-1~~initial ~~shall~~adoption, ~~be applied~~application ~~using~~of athe ~~modified~~FSP ~~version~~would ofnot ~~retrospective~~be ~~transition~~required for ~~those~~earlier ~~arrangements~~periods inthat are ~~place~~presented atfor ~~the effective~~comparative ~~date~~purposes. The Company will adopt ~~EITF~~FSP 07157-14 as of ~~January~~June 130, 2009, and does not expect this statement to have a material impact on its consolidated financial statements.

In ~~March~~December ~~2008~~2007, the FASB issued SFAS No. ~~161~~141(R), “~~Disclosures~~Business ~~About~~Combinations” ~~Derivative~~(“SFAS ~~Instruments~~141(R)”). SFAS 141(R) requires most identifiable assets, liabilities, noncontrolling interests and goodwill ~~Hedging~~acquired ~~Activities~~in —a anbusiness ~~amendment~~combination to ~~FASB~~be ~~Statement~~recorded ~~No. 133”~~at (“~~SFAS~~full ~~161~~fair value.”), ~~which~~The ~~expands~~statement ~~quarterly~~applies to ~~and~~all ~~annual~~business ~~FASB~~combinations, ~~133~~including ~~disclosure~~combinations ~~requirements~~among ~~regarding~~mutual anenterprises. ~~entity’s~~SFAS ~~derivative~~141(R) ~~instruments and~~requires ~~hedging~~all ~~activities.~~business ~~SFAS~~combinations ~~161~~to isbe ~~effective~~accounted for ~~fiscal~~by ~~years~~applying the acquisition method and was effective for periods beginning on or after ~~November~~December 15, 2008, with early adoption prohibited. The Company adopted ~~will~~SFAS ~~adopt~~141(R) ~~SFAS~~prospectively ~~161~~for asall ofbusiness combinations where the acquisition date is on or after January 1, 2009 and ~~does~~has ~~not~~ceased ~~expect~~amortizing ~~this~~goodwill ~~statement~~created toas ~~have~~ a result of business ~~material~~combinations between mutual enterprises. The impact of amortization of goodwill on ~~its~~the consolidated financial statements was $7.9 million and $7.7 million for the years ended December 31, 2008 and 2007, respectively. See Item 1. Financial Statements Note 6 for further information.

In ~~April~~December ~~2008~~2007, the FASB issued ~~FASB~~SFAS ~~Staff Position~~ No. ~~142-3~~160, “~~Determination~~Noncontrolling ofInterests ~~the~~in ~~Useful~~Consolidated ~~Life~~Financial ofStatements ~~Intangible~~– ~~Assets~~An Amendment to ARB No. 51” (“~~FSP~~SFAS ~~142-3~~160”). The objective of this statement is to improve the relevance, ~~which~~comparability ~~amends~~and transparency of the ~~factors~~financial information that ~~should~~a reporting beentity ~~considered~~provides in its consolidated financial statements by establishing accounting and ~~developing~~reporting ~~renewal~~standards orfor ~~extension~~the ~~assumptions~~noncontrolling ~~used~~interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires the reclassification of noncontrolling interests, also referred to as ~~determine~~minority interest, to the ~~useful~~equity ~~life~~section of the consolidated balance sheet presented upon adoption. Minority interest expense is no longer separately reported as a ~~recognized~~reduction to net income ~~intangible~~on ~~asset~~the consolidated income statement, but is instead shown below net income under ~~FASB~~the ~~Statement~~heading ~~No.~~“net (loss) ~~142,~~earnings ~~“Goodwill~~attributable ~~and~~to ~~Other~~noncontrolling ~~Intangible Assets~~interests.” ~~This pronouncement~~Total ~~requires~~provision ~~enhanced~~for ~~disclosures~~income ~~concerning~~taxes aremains unchanged; ~~company~~however, the Company’s ~~treatment~~effective oftax ~~costs~~rate ~~incurred~~as calculated from the balances shown on the consolidated income statement has changed as net income (loss) attributable to noncontrolling ~~renew~~interests oris ~~extend~~no longer included in the ~~term~~determination of aincome ~~recognized~~from ~~intangible~~continuing ~~asset~~operations. ~~FSP~~This pronouncement ~~142-3~~was is effective for fiscal years beginning after December 15, 2008. The Company adopted ~~will~~SFAS ~~adopt~~160 ~~FSP 142-3~~ as of January 1, 2009, and ~~does not~~changed ~~expect~~the itpresentation toof ~~have~~its anoncontrolling ~~material~~interests in ~~impact~~compliance onwith ~~its~~this ~~consolidated financial statements~~pronouncement.

In ~~October~~December ~~2008~~2007, the FASB ~~issued~~ratified Emerging Issues Task Force (“EITF”) Issue No. 0807-61, “~~Equity~~Accounting ~~Method~~for ~~Investment~~Collaborative ~~Accounting Considerations~~Arrangements” (“EITF 0807-61”)., ~~The~~which ~~objective~~defines ofcollaborative ~~this~~arrangements and ~~issue~~establishes isreporting torequirements ~~clarify~~for ~~how~~transactions tobetween ~~account~~participants ~~for~~in a collaborative ~~certain~~arrangement ~~transactions~~and ~~involving~~between ~~equity~~participants ~~method~~in ~~investments,~~the ~~including~~arrangement ~~how~~and third parties. EITF 07-1 also establishes the ~~initial~~appropriate ~~carrying~~income ~~value~~statement presentation and classification for joint operating ofactivities anand ~~equity~~payments ~~method~~between ~~investment~~participants, ~~should~~as bewell ~~determined~~as the sufficiency of the disclosures related to these arrangements. EITF 0807-61 iswas effective asfor offiscal ~~January~~years beginning after December 115, ~~2009,~~2008. ~~and~~EITF 07-1 shall be applied using a modified version of retrospective transition for those arrangements in place at the effective date. The Company ~~does~~adopted ~~not~~EITF ~~expect~~07-1 ~~this~~as ~~statement~~of toJanuary 1, 2009, which did not have a material impact on ~~its~~the consolidated financial statements.

In ~~December~~March 2008, the FASB issued ~~FASB~~SFAS ~~Staff Position~~ No. ~~132 (R)-1~~161, “~~Employers’~~ Disclosures ~~about~~ ~~Pensions~~About ~~and~~Derivative ~~Other~~Instruments ~~Postretirement Benefits” (“FSP 132 (R)-1”),~~ and ~~requires that an employer~~ ~~disclose~~Hedging ~~the~~Activities ~~following~~– ~~information~~An ~~about~~Amendment ~~the~~to ~~fair~~FASB ~~value~~Statement ofNo. 133” ~~plan~~(“SFAS ~~assets: 1~~161”) ~~how investment allocation decisions are made~~, ~~including~~which ~~the~~expands ~~factors that are pertinent to understanding investment~~quarterly ~~policies~~ and ~~strategies;~~annual 2)FASB ~~the~~133 ~~major~~disclosure ~~categories~~requirements ofregarding ~~plan~~an ~~assets;~~entity’s 3)derivative ~~the~~instruments ~~inputs~~ and ~~valuation~~ ~~techniques~~hedging used to measure the fair value of plan assets; 4) the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and 5) significant concentrations of risk within plan assetsactivities. ~~This~~SFAS ~~FSP~~161 ~~will~~was be effective for fiscal years ~~ending~~beginning after ~~December~~ November 15, ~~2009, with early application permitted~~2008. ~~At initial adoption, application of the FSP~~The ~~would~~Company ~~not~~adopted beSFAS ~~required~~161 ~~for~~as ~~earlier~~of ~~periods~~January 1, ~~that~~2009 ~~are~~and ~~presented~~expanded ~~for~~disclosures ~~comparative~~regarding ~~purposes.~~its ~~The adoption~~derivative ofinstruments ~~this~~and ~~FSP~~hedging activities in ~~2009 will increase~~ the ~~disclosures within the Company’s~~ consolidated financial statements. ~~related~~See toItem 1. ~~the~~Financial Statements ~~assets~~Note of10 ~~its~~for ~~defined~~additional ~~benefit~~disclosures ~~pension~~as ~~and~~required ~~other~~by ~~postretirement~~SFAS ~~benefit plans~~161.

~~Critical~~ In ~~Accounting~~April 2008, ~~Policies~~the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This pronouncement requires enhanced disclosures concerning a company’s treatment of costs incurred to renew or extend the term of a recognized intangible asset.

~~We utilize certain accounting measurements under applicable generally accepted accounting~~38 principles, which involve the exercise of management’s judgment about subjective factors and estimates about the effect of matters which are inherently uncertain. The following is a summary of those accounting measurements which we believe are most critical to our reported results of operations and financial condition.

Inventory Valuation. Inventories are valued at the lower of cost or market. Cost is determined on a first-in, first-out or average cost basis. Many of our products, particularly in our Dairy Foods and Feed 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 outputs. Government regulation of the dairy industry and industry practices in the animal feed industry tend to stabilize margins in those segments but do not protect against large movements in either input costs or output prices.

~~Such~~FSP ~~large~~142-3 ~~movements~~was ineffective ~~commodity~~for ~~prices~~fiscal ~~could~~years beginning ~~result~~after inDecember 15, ~~significant~~2008. ~~write~~The Company adopted FSP 142-~~downs~~3 ~~to our~~as ~~inventories~~of January 1, 2009, which ~~could~~did not have a ~~significant~~material ~~negative~~ impact on ~~our~~the ~~operating~~consolidated ~~results~~financial statements.

~~Derivative Commodity Instruments.~~ In ~~the normal course of operations~~October 2008, wethe ~~purchase~~FASB ~~commodities such~~issued asEITF ~~milk,~~Issue ~~butter and soybean oil in Dairy Foods~~No. 08-6, ~~soybean~~“Equity ~~meal~~Method ~~and~~Investment ~~corn in Feed, soybeans in~~Accounting ~~Seed~~Considerations” ~~and~~(“EITF ~~corn and soybean meal in Layers~~08-6”). InThe ~~addition,~~objective ~~sales~~of ~~contracts~~this ~~with~~issue ~~various~~is ~~customers are used~~ to ~~varying~~clarify ~~degrees~~how to ~~lock~~account infor certain ~~prices.~~transactions Weinvolving ~~use~~equity ~~derivative~~method ~~commodity instruments~~investments, ~~primarily futures~~including ~~and~~how ~~options~~the ~~contracts~~initial ~~offered~~carrying ~~through regulated commodity exchanges, to reduce exposure to~~value ~~changes~~of inan ~~commodity~~equity ~~prices~~method ~~for~~investment ~~our~~should ~~inventory~~be ~~and fixed or partially fixed purchase and sales contracts~~determined. ~~These~~The ~~contracts~~Company ~~are~~adopted ~~not~~EITF ~~designated~~08-6 as ~~hedges under Statement~~ of ~~Financial Accounting Standards “(SFAS)” No.~~January ~~133~~1, ~~“Accounting for Derivative Instruments and Hedging Activities.” The~~ ~~futures~~2009, ~~contracts~~which ~~are~~did ~~marked-to-market~~not ~~(either~~have ~~Chicago~~a ~~Mercantile~~material ~~Exchange~~impact ~~or Chicago Board of Trade)~~ on the ~~last~~consolidated ~~day~~financial ~~of each month and gains and losses (“unrealized hedging gains and losses”) are recognized as an adjustment to cost of sales~~statements. ~~The Company has established formal position~~ ~~limits to monitor its hedging activities and generally does not use derivative commodity instruments for speculative purposes.~~

~~Rebates~~In ~~Receivable.~~December 2008, Wethe ~~receive~~FASB ~~vendor~~issued ~~rebates~~FASB ~~primarily~~Staff ~~from~~Position ~~seed~~No. 132 ~~and~~(R)-1, ~~chemical~~“Employers’ ~~suppliers.~~Disclosures ~~These~~about ~~rebates~~Pensions ~~are~~and ~~usually~~Other ~~covered~~Postretirement byBenefits” ~~binding~~(“FSP ~~agreements~~132 (R)-1”), which ~~are~~requires ~~agreements~~that ~~between~~an employer disclose the ~~vendor and~~following information about the ~~Company~~fair orvalue ~~published~~of ~~rebate~~plan ~~programs,~~assets: ~~but~~1) ~~can~~how ~~also~~investment allocation bedecisions ~~open-ended~~are made, ~~subject~~including tothe ~~future definition~~factors orthat ~~revisions.~~are ~~Rebates~~pertinent ~~are~~to ~~recorded~~understanding asinvestment policies ~~earned~~and instrategies; ~~accordance~~2) ~~with~~the ~~Emerging~~major ~~Issues~~categories ~~Task Force~~of ~~(EITF~~plan assets; 3) ~~Issue~~ ~~No. 02-16,~~the ~~Accounting~~inputs byand avaluation techniques ~~Customer~~used ~~(Including~~to ameasure ~~Reseller)~~the ~~for~~fair ~~Certain Consideration~~value ~~Received~~of ~~from~~plan aassets; ~~Vendor,~~4) ~~when~~the ~~probable~~effect ~~and~~of ~~reasonably~~fair ~~estimable~~value ~~based~~measurements using significant unobservable inputs on ~~terms~~changes ~~defined~~ in ~~the~~plan ~~binding~~assets ~~arrangements,~~for orthe inperiod; ~~the~~and ~~absence~~5) significant concentrations of ~~such~~risk ~~arrangements,~~within ~~when~~plan ~~cash~~assets. isThis ~~received. Rebates~~FSP ~~covered~~will bybe ~~binding~~effective ~~arrangements~~for ~~which~~fiscal ~~are~~years ~~not~~ending ~~probable~~after December 15, ~~and~~2009, ~~estimable~~with ~~are~~early ~~accrued~~application ~~when certain~~permitted. ~~milestones~~At ~~are~~initial ~~achieved.~~adoption, ~~Because~~application of the ~~timing~~FSP would ofnot ~~vendor~~be ~~crop~~required ~~year~~for ~~programs~~earlier ~~relative~~periods ~~to the~~that ~~Company’s~~are ~~fiscal~~presented ~~year-end,~~for acomparative ~~significant~~purposes. ~~portion~~The adoption of ~~rebates~~this ~~have~~FSP ~~been~~in ~~collected~~2009 ~~prior~~will toincrease the ~~end~~ ofdisclosures within the Company’s ~~year-end.~~consolidated ~~Actual rebates received, however, can vary year over year, mainly~~financial ~~due~~statements related to the ~~timing~~assets of ~~when~~its ~~binding~~defined ~~arrangements~~benefit ~~are~~pension ~~finalized~~ and ~~when~~other ~~cash~~postretirement ~~is received~~benefit plans.

~~Allowance~~In ~~for~~April 2009, ~~Doubtful~~the ~~Accounts.~~FASB Weissued ~~estimate~~FASB ~~our~~Staff ~~allowance~~Position ~~for~~No. 107-1 ~~doubtful~~and ~~accounts~~APB ~~based~~28-1, ~~on an~~“Interim ~~analysis~~Disclosures about Fair Value of ~~specific~~Financial ~~accounts~~Instruments” (“FSP 107-1 and APB 28-1”), anwhich ~~analysis~~require disclosures about fair value of ~~historical~~financial ~~trends,~~instruments ~~payment~~for ~~and~~interim ~~write-off~~reporting ~~histories,~~periods of publicly ~~current~~traded ~~sales~~companies ~~levels~~as ~~and~~well ~~the~~as ~~state~~in ofannual ~~the~~financial ~~economy~~statements. ~~Our~~FSP ~~credit~~107-1 ~~risks~~and ~~are~~APB ~~continually~~28-1 ~~reviewed~~are ~~and~~effective ~~management~~for ~~believes~~periods ~~that~~ending ~~adequate~~after ~~provisions~~June 15, ~~have~~2009 ~~been~~with ~~made~~early adoption permitted for ~~doubtful~~periods ~~accounts~~ending after March 15, 2009. ~~However~~At initial adoption, ~~unexpected~~ ~~changes~~application inof the ~~financial~~FSP ~~strength~~would not be required for earlier periods that are presented for comparative purposes. The Company will adopt FSP 107-1 and APB 28-1 as of June 30, ~~customers~~2009 orand ~~changes~~will ininclude the ~~state~~disclosures ofwithin the ~~economy~~Company’s consolidated financial ~~could~~statements ~~result~~related into ~~write-offs~~the ~~which~~fair ~~exceed~~value ~~estimates~~of ~~and~~financial ~~negatively~~instruments ~~impact~~as ~~our~~of ~~financial~~interim ~~results~~reporting periods.

~~Recoverability~~Critical ofAccounting ~~Long-Lived Assets. The test for goodwill impairment is a two-step process~~Policies and is performed on at least an annual basis. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured in the second step as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities. The test for impairment of unamortized other intangible assets is performed on at least an annual basis. The fair value of the Company’s unamortized trademarks and license agreements is determined using a discounted cash flow model with assumed royalty fees and sales projections. The Company deems unamortized other intangible assets to be impaired if the carrying amount of an asset exceeds its fair value. The Company tests the recoverability of all other long-lived assets whenever events or changes in circumstance indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems these other assets to be impaired if a forecast of undiscounted future operating cash flows is less than its carrying amount. If these other assets were determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. In assessing the recoverability of the Company’s long-lived assets, management relies on a number of assumptions including operating results, business plans, economic projections, and marketplace data. Changes in these factors and/or changes in the economic environment in which we operate may result in future impairment charges.

~~Trade~~Our ~~Promotion~~significant ~~and~~accounting ~~Consumer~~policies ~~Incentive~~are ~~Activities.~~described Wein ~~report~~“Item 7. ~~sales~~Management’s ~~net~~Discussion ~~of costs incurred to~~and ~~promote~~Analysis ~~our~~of ~~products~~Financial ~~through~~Condition ~~various trade promotion~~ and ~~consumer~~Results ~~incentive~~of ~~activities.~~Operations” ~~These activities~~in ~~include~~our ~~volume~~Annual ~~discounts,~~Report ~~coupons,~~on ~~payments~~Form to10-K ~~gain~~for the ~~distribution~~year ofended ~~new products~~December 31, ~~and other activities~~2008. The ~~recognition~~accounting ofpolicies ~~some~~used ofin ~~the~~preparing ~~costs~~our ~~related~~interim ~~to these activities requires the~~2009 ~~use~~consolidated offinancial ~~estimates~~statements ~~based~~are ~~on historical utilization and redemption rates. Actual costs may differ if~~ the ~~utilization~~same ~~and~~as ~~redemption~~those ~~rates~~described ~~vary~~in ~~from~~our ~~the~~Form ~~estimates~~10-K.

Pension and Other Post-Retirement Plans. Accounting for pension and other postretirement liabilities requires the estimation of several critical factors. Key assumptions that determine this liability and related earnings or expense include the discount rate and expected rate of return on plan assets. The discount rate for our pension and other postretirement benefit plans is determined annually based a hypothetical double A yield curve represented by a series of annualized individual discount rates from one-half to thirty years. The discount rate used to determine the benefit obligations at December 31 is also used to determine the interest component of pension and postretirement expense for the following year.

Our expected rate of return on plan assets is determined by our asset allocation, historical long-term investment performance, and our expectation of the plans’ investment strategies. The expected rate of return on plan assets used to determine net period benefic cost for 2008 is 8.25% compared to 8.25% for 2007. Actual future net pension and postretirement benefits expense will depend on each plan’s investment performance, changes in future discount rates and various other factors related to the populations participating in the plans.

Income Taxes, Tax Valuation, and Uncertain Tax Positions. Our annual tax rate is based on statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. In addition we are subject to the complex rules related to taxation of a cooperative. We are required to estimate the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that have been reflected in our consolidated financial statements or tax returns. This process requires management to make assessments regarding the timing and probability of the ultimate tax impact. Significant judgment is required in determining our tax expense and in evaluating our tax positions including evaluating uncertainties under Financial Accounting Standards Board Interpretations ("FIN") 48, Accounting for Uncertainties in Income Taxes. We review our tax positions quarterly as new information becomes available. We adjust these reserves in light of changing facts and circumstances. Our provision for income taxes includes the impact of reserve positions and changes to those reserves.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We record valuation allowances on deferred tax assets if we determine it is more likely than not that the asset will not be realized. The accounting estimates related to the tax valuation allowance require us to make assumptions regarding the timing of future events, including the probability of expected future taxable income and available tax planning opportunities. These assumptions require significant judgment. The impact of changes in actual performance versus management's estimates could be material.

Forward-Looking Statements

The information presented in this Form 10-Q under the headings “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~contains~~may contain forward-looking statements. The forward-looking statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time the statements were made. When used in the Form 10-Q, the words “anticipate”, “believe”, “estimate”, “expect”, “may”, “will”, “could”, “should”, “seeks”, “pro forma” and “intend” and similar expressions, as they relate to us are intended to identify the forward-looking statements. All forward-looking statements attributable to persons acting on our behalf or us are expressly qualified in their entirety by the cautionary statements set forth here and in “Part II. Other Information Item 1A. Risk Factors” on pages 5742 to 5843. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or for any other reason. Although we believe that these statements are reasonable, you should be aware that actual results could differ materially from those projected by the forward-looking statements. For a discussion of 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 “Part II. Other Information Item 1A — Risk Factors” on pages 5742 to 5843. Because actual results may differ, readers are cautioned not to place undue reliance on forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009, the Company did not experience significant ~~changes~~ changes in market risk exposures that materially ~~affect~~affected the quantitative and qualitative ~~disclosures~~ disclosures presented in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2007~~ 2008.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

AsThe ~~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~~are ~~defined~~designed into ~~Rules 13a-15(e)~~provide ~~and~~reasonable ~~15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on~~assurance ~~this evaluation, the principal executive officer and principal financial officer concluded~~ that the ~~Company’s~~ ~~disclosure controls and procedures were not effective to ensure that~~ information required to be disclosed byin the ~~Company~~reports infiled ~~reports~~under ~~that~~the itSecurities ~~files~~Exchange Act orof ~~submits~~1934, ~~under~~as ~~the~~amended (Exchange Act) is recorded, processed, summarized and reported within the time periods specified inby ~~Securities~~the SEC and ~~Exchange~~ ~~Commission~~that ~~rules~~it is accumulated and ~~forms~~communicated ~~because~~to ofour management, including the ~~identification~~Chief ofExecutive ~~material~~Officer ~~weaknesses~~(CEO) and inthe ~~our internal~~Chief ~~control~~Financial ~~over~~Officer ~~financial reporting~~(CFO), asto ~~described~~allow ~~below~~timely decisions regarding required disclosures.

As of the end of the period covered by this report, our management, with the participation of the CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that, as of March 31, 2009, the Company’s disclosure controls and procedures were not effective because the material weaknesses in our internal control over financial reporting as of December 31, 2008, had not been sufficiently remediated.

(b) Remediation and Changes in Internal Control over Financial Reporting

~~The~~As reported in the Company’s ~~management~~Form is10-K ~~responsible~~ for ~~establishing~~the ~~and~~year ~~maintaining~~ended ~~adequate~~December 31, ~~internal control over financial reporting~~2008, as ~~such~~filed ~~term~~with isthe Securities ~~defined~~and inExchange ~~Rules 13a-15(e)~~Commission ~~and~~on ~~15d-15(e)~~March 20, ~~under the~~2009, ~~Exchange~~in ~~Act.~~connection ~~The~~with the Company’s assessment of the effectiveness of its internal control ~~system~~over ~~was~~financial ~~designed~~reporting toat ~~provide~~the ~~reasonable assurance~~end toof ~~our~~its fiscal year, management ~~and~~identified ~~the~~material ~~Board~~weaknesses ofin ~~Directors~~the ~~regarding~~internal ~~the~~controls ~~preparation~~over ~~and~~financial ~~fair~~reporting ~~presentation~~as ofdescribed ~~published~~below, ~~financial~~which ~~statements~~continued as of March 31, 2009.

Material Weakness Identified as of April 15, 2008:

As previously reported in the Company’s Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on April 15, 2008 and in connection with the Company’s assessment of the effectiveness of its internal control over financial reporting at the end of its last fiscal year, management identified a material weakness in the internal control over our financial reporting as of December 31, 2007 and as of March 31, 2008 related to ineffective controls over the accounting for vendor rebates recognized in the crop protection products business. Specifically, the Company did not have sufficient documentation evidencing certain company-specific rebates with some vendors at the onset of a program year. EITF 02-16 requires evidence of a binding arrangement to support the recognition of vendor rebates. Because of the material weakness described above, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2007 and as of March 31, 2008 based on the criteria established in “Internal Control — Integrated Framework” issued by COSO. A monthly internal control process was implemented in 2008 with the following remediation steps:

• Develop a process to obtain evidence to support the existence of binding arrangements with vendors, and

• Improve the accounting personnel review processes and procedures over the existence of such evidence of binding arrangements to support vendor rebates recognized in the consolidated financial statements.

Management believes these new policies and procedures were effective in remediating this material weakness. The process was tested during second quarter internal controls testing. No deficiencies were found and management has concluded that the process and controls are operating effectively. The material weakness was remediated with changes to the internal controls as mentioned above and all financial statements included in this Form 10Q include the proper impact of vendor rebates per EITF 02-16.

Material Weaknesses Identified as of September 30, 2008:

Inadequate interim periodic close process

We Management did not ~~have~~maintain adequate policies and procedures in ~~the~~our ~~seed~~Seed and ~~crop~~Agronomy ~~protection products businesses, and personnel lacked sufficient training,~~ segments to ensure that accurate interim financial results were prepared on a timely basis under our normal periodic financial close process. This material weakness resulted in accounting errors in the ~~seed and~~Seed ~~crop~~and ~~protection~~Agronomy ~~products~~segments ~~businesses~~that were subsequently corrected.

On Form 8-K/A filed by the Company on February 5, 2009, the Company disclosed that net earnings for both the three and nine months ending September 30, 2008 as set forth in its consolidated financial statements would be reduced by approximately $12 million. Net earnings, after adjusting for all errors, as reported in this Form 10-Q for the three and nine months ending September 30, 2008 was reduced by $19.3 million.

Personnel lacked adequate accounting expertise and business knowledge

Management did not maintain a sufficient complement of personnel in the ~~crop~~Agronomy ~~protection products~~segment ~~business~~ with an appropriate level of accounting knowledge, experience with the business and training in the application of generally accepted accounting principles commensurate with the Company’s ~~complex~~ financial accounting and reporting requirements and low materiality thresholds. As a result of this material weakness, there is a reasonable possibility that matters which could result in errors material to ~~our~~ our financial reporting ~~will~~might not be identified and addressed on a timely ~~basis.~~ ~~Controls were not effective to ensure that significant accounting estimates and elimination of intercompany transactions were appropriately reviewed, analyzed and modified as necessary on a timely~~ basis ~~to prevent and detect material errors~~.

~~Inadequate~~ Controls ~~books~~were not effective to ensure that significant accounting estimates and ~~records~~elimination of intercompany transactions were appropriately reviewed, analyzed and modified as necessary on a timely basis to prevent and detect material errors.

Management identified a material weakness in the internal controls over the Company’s annual financial reporting related to the maintenance of adequate books and records that would enable management to assert to the accuracy of MoArk’s financial statements. This material weakness relates to MoArk’s financial books and records through fiscal year 2006.

Remediation and Changes in Internal Control over Financial Reporting:

We As of March 31, 2009, we have taken or are ~~planning~~taking the following actions to address the material weaknesses in the ~~seed~~Seed and ~~crop protection~~Agronomy ~~products~~segments ~~businesses~~ including: (a) enhancing the current quarterly ~~review~~close process and review of the variance analyses as part of the close process to assess items at appropriate materiality levels, (b) adding procedures to the monthly variance analyses which address the timeliness and accuracy of those reviews, (c) adding accounting resources to ensure ~~completeness~~complete and timely recording of accounting transactions at quarter end, and (d) implementing new training procedures to ensure personnel are adequately trained to perform their job responsibilities. At March 31, 2009, the remediation and changes in internal control over financial reporting as described above, had not been fully implemented or in operation for a period of time sufficient to test their effectiveness. Therefore, these material weakness have not been remediated as of March 31, 2009.

~~Beginning~~ (c) Change in ~~2007,~~internal ~~MoArk consolidated and centralized its finance organization and currently has appropriate~~ controls ~~in place to ensure the existence and proper maintenance of~~ ~~its books and records. This does not remediate the issue noted above for years up to and including 2006.~~

~~(c)~~ Other ~~Changes~~than the remediation efforts noted above, there have been no changes in the Company’s internal ~~controls~~control over financial reporting during the quarter ended March 31, 2009, which have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

~~There were no changes in our internal controls over financial reporting during the most~~40 ~~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 and environmental claims incidental to the conduct of business. The damages claimed in some of these cases are substantial. Although the amount of liability that may result from these matters cannot be ascertained, we do not currently believe that, in the aggregate, they will result in liabilities material to the Company’s consolidated financial condition, future results of operations or cash flows.

On March 6, 2007, the Company announced that one of its indirect wholly owned subsidiaries, Forage Genetics Inc. filed a motion to intervene in a lawsuit brought against the U.S. Department of Agriculture (“USDA”) by the Center for Food Safety, the Sierra Club, two individual farmers/seed producers (together, the “Plaintiffs”) and others regarding Roundup Ready® Alfalfa. The plaintiffs claim that the USDA did not sufficiently assess the potential environmental impact of its decision to approve Roundup Ready® Alfalfa in 2005. The Monsanto Company and several independent alfalfa growers also filed motions to intervene in the lawsuit. On March 12, 2007, the United States District Court for the Northern District of California (the “Court”) issued a preliminary injunction enjoining all future plantings of Roundup Ready® Alfalfa beginning March 30, 2007. The Court specifically permitted plantings until that date only to the extent the seed to be planted was purchased on or before March 12, 2007. On May 3, 2007, the Court issued a permanent injunction enjoining all future plantings of Roundup Ready® Alfalfa until after an environmental impact study can be completed and a deregulation petition is approved. Roundup Ready® Alfalfa planted before March 30, 2007 may be grown, harvested and sold to the extent certain court-ordered cleaning and handling conditions are satisfied. In January 2008, the USDA filed a notice of intent to file an Environmental Impact Study (the “EIS”). ~~The~~Despite ~~USDA~~delays ~~expects~~in tothe ~~complete~~completion ~~its~~of the draft EIS, inthe Company ~~June~~anticipates ofthat ~~2009,~~the ~~with~~USDA ~~a final~~will ~~EIS~~issue toits befinal ~~completed~~EIS byin ~~the~~early ~~end of 2009~~2010. Although the Company believes the outcome of the ~~environmental~~ ~~study~~EIS will be favorable, which would allow for the reintroduction of the product into the market by 2010, there are approximately $1310.35 million of purchase commitments with ~~seed~~ seed producers over the next year and $2326.10 million of inventory as of ~~September~~March 3031, ~~2008~~2009, which could negatively impact future earnings if the results of the study are unfavorable or delayed.

In a letter dated January 18, 2001, the Company was identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party in connection with hazardous substances and wastes at the Hudson Refinery Superfund Site in Cushing, Oklahoma. The letter invited the Company to enter into negotiations with the EPA for the performance of a remedial investigation and feasibility study at the Site and also demanded that the Company reimburse the EPA approximately $8.9 million for removal costs already incurred at the Site. In March 2001, the Company responded to the EPA denying any responsibility with respect to the costs incurred for the remediation expenses incurred through that date. On February 25, 2008, the Company received a Special Notice Letter (“Letter”) from the EPA inviting the Company to enter into negotiations with the EPA to perform selected remedial action for remaining contamination and to resolve the Company’s potential liability for the Site. In the Letter, the EPA claimed that it has incurred approximately $21.0 million in response costs at the Site through October 31, 2007 and is seeking reimbursement of these costs. The EPA has also stated that the estimated cost of the selected remedial action for remaining contamination is $9.6 million. The Company maintains that the costs incurred by the EPA were the direct result of damage caused by owners subsequent to the Company, including negligent salvage activities and lack of maintenance. On January 6, 2009, the EPA issued a Unilateral Administrative Order (“UAO”) directing the Company to perform remedial design and remedial action (“RD/RA”) at the Site. The Company filed its Notice of Intent to Comply with the UAO on February 10, 2009. On April 20, 2009, the EPA issued its authorization to proceed with RD/RA activities. In addition, the Company is analyzing the amount and extent of its insurance coverage that may be available to further mitigate its ultimate exposure. At the present time, the Company’s request for coverage has been denied. The Company initiated litigation against two carriers on February 18, 2009. As of ~~September~~March 3031, ~~2008~~2009, based on the most recent facts and circumstances available to the Company, an $8.9 million ~~charge~~environmental ~~was~~reserve recorded ~~for~~in ana ~~environmental~~prior period ~~reserve~~remained in the Company’s ~~Other~~ ~~segment~~consolidated financial statements.

On ~~March~~October 3127, 2008, MoArk, LLC (“MoArk”) and its wholly owned subsidiary, Norco Ranch, Inc. (“Norco”), received aCivil ~~subpoena~~Investigative Demands from the ~~U.S.~~Office ~~Department~~ of ~~Justice~~the (Attorney General of the ~~“Justice~~State ~~Department”)~~of ~~through~~Florida ~~the~~seeking ~~U.S.~~documents ~~Attorney~~and ~~for~~information relating to the ~~Eastern~~production ~~District~~and sale of ~~Pennsylvania,~~eggs toand ~~provide~~egg ~~certain~~products. ~~documents~~MoArk ~~for~~and ~~the~~Norco ~~period~~are ofcooperating ~~January 1,~~with ~~2002~~the toOffice ~~March 27,~~of ~~2008,~~the ~~related~~Attorney toGeneral of the State ~~pricing,~~of ~~marketing~~Florida. ~~and~~We ~~sales~~cannot ~~activities~~predict ~~within~~what, ~~its~~if ~~former~~any, ~~egg~~impact ~~products~~this ~~business.~~inquiry Onand ~~February 19,~~any results from such inquiry ~~2009,~~could have on the ~~Justice~~future ~~Department~~financial ~~notified~~position ~~the~~or ~~Company~~results ~~that~~of itoperations ~~had~~of ~~closed~~MoArk, ~~its~~Norco ~~investigation~~or the Company.

OnBetween ~~October~~September ~~27,~~ 2008 and January 2009, ~~MoArk~~a total of twenty-two related class action lawsuits were filed against a number of producers of eggs and ~~its~~egg ~~wholly~~products ~~owned~~in ~~subsidiary,~~three different jurisdictions alleging violations of antitrust laws. MoArk was named as a defendant in twenty-one of the cases. Norco Ranch, Inc. ~~(“Norco”)~~, ~~received~~ ~~Civil~~was ~~Investigative~~named ~~Demands~~as ~~from~~a ~~the~~defendant ~~Office~~in thirteen of the ~~Attorney~~cases. ~~General~~The ofCompany ~~the~~was ~~State~~named ofas a ~~Florida~~defendant ~~seeking~~in ~~documents~~eight ~~and~~cases. ~~information~~The ~~relating~~cases tohave been consolidated for pretrial proceedings in the District ~~production~~Court for the Eastern District of Pennsylvania, and ~~sale~~two separate consolidated amended class action complaints have been filed: one on behalf of those persons who purchased eggs ~~and~~or egg products. ~~MoArk~~directly from defendants, and ~~Norco~~the ~~are~~second ~~cooperating~~on ~~with~~behalf ~~the~~of ~~Attorney~~“indirect” ~~General’s~~purchasers ~~office~~(i.e. Wepersons who ~~cannot~~purchased ~~predict what~~eggs, ifegg ~~any~~products, ~~impact~~or ~~this~~products ~~inquiry~~containing ~~and~~eggs ~~any~~from ~~results~~defendants’ ~~from~~customers). ~~such~~The consolidated ~~inquiry~~amended ~~could~~complaints ~~have~~allege onconcerted ~~the~~action ~~future~~by producers of shell eggs to restrict ~~financial~~output ~~position~~and orthereby ~~results~~increase ofthe ~~operations~~price of ~~Norco,~~shell ~~MoArk~~eggs orand ~~the~~egg ~~Company~~products. The Plaintiffs in these suits seek unspecified damages and injunctive relief on behalf

~~Between September 2008 and January 2009, a total of twenty-two related class action lawsuits~~41 were filed against a number of producers of eggs and egg products in three different jurisdictions. The complaints fall into two distinct groups: those alleging a territorial allocation conspiracy among certain defendants to fix the price of processed “egg products,” such as liquid or dried eggs; and those alleging concerted action by producers of shell eggs to restrict output and thereby increase the price of shell eggs. The Plaintiffs in these suits seek unspecified damages and injunctive relief on behalf of all purchasers of eggs and egg products, as well as attorneys’ fees and costs, under the United States antitrust laws. These cases have been consolidated for pretrial proceedings in the District Court for the Eastern District of Pennsylvania. MoArk has been named as a defendant in twenty-one of the cases. Norco Ranch, Inc., has been named as a defendant in thirteen of the cases. The Company has been named as a defendant in eight cases. MoArk, Norco and the Company deny the allegations set forth in the complaints. We cannot predict what, if any, impact these lawsuits could have on the future financial position or results of operations of Norco, MoArk or the Company.

~~The~~of ~~twenty-two cases are as follows: Adam Properties, Inc. v. Michael Foods, Inc. et al.~~all ~~(08-cv-06030);~~purchasers ~~Bemus~~of ~~Point~~eggs ~~Inn,~~and ~~Inc.~~egg ~~v. United Egg Producers~~products, ~~Inc.,~~as etwell ~~al.~~as ~~(08-cv-04750); Brigiotta~~attorneys’s ~~Farmland~~fees ~~Produce~~ and ~~Garden Center, Inc~~costs., ~~et al. (08-cv-04967)~~MoArk, ~~Country~~Norco ~~Foods~~and ~~v. Hillandale~~the ~~Farms of Pa., Inc., et al. (08-cv-05078); Eby-Brown~~ Company, ~~LLC~~deny v.the ~~United~~allegations ~~Egg Producers,~~set ~~Inc.,~~forth etin ~~al.~~the ~~(08-cv-05167); Eggology, Inc~~complaints. v.The ~~United~~Company ~~Egg~~cannot ~~Producers,~~predict ~~Inc.~~what, etif ~~al. (08-cv-05168); Goldberg and Solovy Foods~~any, ~~Inc. v. United Egg Producers, Inc., et al. (08-cv-05166);~~ ~~John~~impact A.these ~~Lisciandro~~lawsuits v.could ~~United~~have ~~Egg~~on ~~Producers,~~the etfuture ~~al.~~financial ~~(08-cv-05202);~~position ~~Julius~~or ~~Silvert,~~results ~~Inc.~~of v.operations ~~Golden~~of ~~Oval Eggs LLC~~MoArk, ~~et al. (08-cv-05174); Karetas Foods~~Norco, ~~Inc.~~or v.the ~~Cal-Maine Foods, Inc., et al. (08-cv-04950); Nussbaum — SF, Inc. v. United Egg Producers, Inc., et al. (08-cv-04819); Oasis Foods~~ Company v. ~~Michael Foods, Inc., et al. (08-cv-05104); Pilar M. DeCastro & Co., Inc., et al.~~ v. Cal-Maine Foods, Inc., et al. (09-cv-00101); SensoryEffectsFlavor Co. v. United Egg Producers, Inc., et al. (08-cv-05970); Sicilian Chefs, Inc. v. Michael Foods, Inc., et al. (08-cv-06036); Somerset Industries, Inc. v. Cal-Maine Foods, Inc., et al., (08-cv-04676); The Egg Store, Inc. v. United Egg Producers, Inc., et al., (08-cv-04880); T.K. Ribbing’s Family Restaurant v. United Egg Producers, et al. (08-cv-4653); Williams v. United Egg Producers, Inc., et al. (08-cv-5431); Wixon, Inc. v. United Egg Producers, Inc., et al. (08-cv-05368); Zaza, Inc. v. Michael Foods, Inc.; et al. (08-cv-06239); and Zeqiri Corp v. Golden Oval Eggs, LLC, et al.(2008-cv-06239.

Item 1A. Risk Factors

For a discussion of risk factors that may materially affect our estimates and results, please see the risk factors contained in our Form 10-K for the year ended December 31, 2008, which can be found on the Securities and Exchange Commission’s website (www.sec.gov). Set forth below is a summary of the Company’s material risk factors ~~for Land O’Lakes~~:

• COMPETITION IN THE INDUSTRY MAY REDUCE OUR SALES AND MARGINS. • ~~OUR~~THE ~~OPERATIONS~~CURRENT ~~ARE~~ECONOMIC ~~SUBJECT~~DOWNTURN TOCOULD ~~NUMEROUS~~ADVERSELY ~~LAWS~~AFFECT ~~AND~~THE ~~REGULATIONS,~~COMPANY’S ~~EXPOSING~~BUSINESS USAND TOFINANCIAL ~~POTENTIAL~~RESULTS. ~~CLAIMS~~• ~~AND~~THE ~~COMPLIANCE~~CURRENT ~~COSTS~~CREDIT ~~THAT~~CRISIS COULD ~~ADVERSELY~~NEGATIVELY AFFECT OUR ~~MARGINS~~LIQUIDITY, ~~PARTICULARLY~~INCREASE ~~THOSE RELATED TO~~ OUR ~~SALES~~COSTS OF ~~ROUNDUP®~~BORROWING ~~READY ALFALFA. • CURRENT~~ AND ~~THREATENED~~DISRUPT ~~LITIGATION~~THE ~~COULD~~OPERATIONS ~~INCREASE~~OF OUR ~~EXPENSES,~~SUPPLIERS ~~REDUCE OUR PROFITABILITY,~~ AND, ~~IN SOME CASES, ADVERSELY AFFECT OUR BUSINESS REPUTATION~~CUSTOMERS. • IFOUR ~~AUDITED~~OPERATIONS ~~FINANCIAL STATEMENTS~~ ARE ~~NOT~~SUBJECT ~~SUBMITTED~~TO INNUMEROUS ~~ACCORDANCE~~LAWS ~~WITH~~AND ~~THE~~REGULATIONS, ~~TERMS~~EXPOSING OFUS ~~OUR~~TO ~~PRINCIPAL~~POTENTIAL ~~DEBT~~CLAIMS ~~FACILITIES,~~AND ACOMPLIANCE ~~COVENANT~~COSTS ~~DEFAULT~~THAT COULD ~~RESULT~~ADVERSELY ~~UNLESS~~AFFECT WEOUR ~~ARE~~MARGINS, ~~ABLE~~PARTICULARLY TOTHOSE ~~CURE~~RELATED ~~THE~~TO ~~DEFAULT~~OUR ~~WITHIN~~SALES ~~THE~~OF ~~PRESCRIBED~~ROUNDUP ~~CURE~~READY® ~~PERIOD OR UNLESS THE COVENANT IS OTHERWISE WAIVED~~ALFALFA. • THE GEOGRAPHIC SHIFT IN DAIRY PRODUCTION HAS DECREASED SALES AND MARGINS AND COULD CONTINUE TO NEGATIVELY IMPACT OUR SALES AND MARGINS. • CURRENT AND THREATENED LITIGATION COULD INCREASE OUR EXPENSES, REDUCE OUR PROFITABILITY, AND, IN SOME CASES, ADVERSELY AFFECT OUR BUSINESS REPUTATION. • CHANGES IN CONSUMER PREFERENCES AND DISTRIBUTION CHANNELS COULD DECREASE OUR DAIRY FOODS REVENUES AND CASH FLOWS. • OUR OPERATING RESULTS FLUCTUATE BY SEASON AND ARE AFFECTED BY WEATHER CONDITIONS. • INCREASED ENERGY AND GAS COSTS COULD INCREASE OUR EXPENSES AND REDUCE OUR PROFITABILTIY. • OUTBREAKS OF DISEASE CAN REDUCE OUR NET SALES AND OPERATING MARGINS. • CHANGES IN THE MARKET PRICES OF THE COMMODITIES THAT WE USE AS INPUTS AS WELL AS THE PRODUCTS WE MARKET MAY CAUSE OUR MARGINS TO DECLINE AND REDUCE THE LIKELIHOOD OF RECEIVING DIVIDENDS FROM OUR JOINT VENTURES. • AWE ~~CONTINUING~~OPERATE ORTHROUGH ~~DEEPENING~~JOINT ~~DOWNTURN~~VENTURES OFIN WHICH OUR RIGHTS TO EARNINGS AND TO CONTROL THE UJOINT VENTURE ARE LIMITED.S. ~~ECONOMY,~~• ~~INCLUDING~~CERTAIN ~~INCREASED~~OF ~~VOLATILITY~~OUR INBUSINESSES MAY BE ADVERSELY AFFECTED BY OUR DEPENDENCE UPON OUR SUPPLIERS. • THE ~~CREDIT~~MANNER ~~MARKETS,~~IN ~~COULD~~WHICH ~~ADVERSELY~~WE ~~IMPACT~~PAY FOR CERTAIN OF OUR ~~CUSTOMERS’~~INPUTS AND ~~VENDORS’~~OTHER ~~ABILITY~~PRODUCTS ORTHAT ~~WILLINGNESS~~WE DISTRIBUTE EXPOSES US TO ~~CONDUCT~~SUPPLIER-SPECIFIC ~~BUSINESS~~RISK. ~~WITH~~• USINCREASED ONFINANCIAL ~~THE~~LEVERAGE ~~SAME~~COULD ~~TERMS~~ADVERSELY ORAFFECT ATOUR ~~THE~~ABILITY ~~SAME~~TO ~~LEVELS~~FULFILL ASOUR ~~THEY~~OBLIGATIONS ~~HAVE~~UNDER ~~HISTORICALLY~~OUR DEBT FACILITIES AND TO OPERATE OUR BUSINESSES. • WESERVICING ~~OPERATE~~OUR ~~THROUGH~~INDEBTEDNESS ~~JOINT~~REQUIRES ~~VENTURES~~A INSIGNIFICANT ~~WHICH~~AMOUNT OF CASH, AND OUR ~~RIGHTS~~ABILITY TO ~~EARNINGS~~GENERATE ~~AND~~CASH TODEPENDS ~~CONTROL~~ON ~~THE~~MANY ~~JOINT~~FACTORS ~~VENTURE~~BEYOND ~~ARE~~OUR ~~LIMITED~~CONTROL.

5742

• CERTAIN OF OUR BUSINESS MAY BE ADVERSELY AFFECTED BY OUR DEPENDENCE UPON OUR SUPPLIERS. • THE MANNER IN WHICH WE PAY FOR CERTAIN OF OUR INPUTS AND OTHER PRODUCTS THAT WE DISTRIBUTE EXPOSES US TO SUPPLIER-SPECIFIC RISK. • INCREASED FINANCIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO FULFILL OUR OBLIGATIONS UNDER OUR DEBT FACILITIES AND TO OPERATE OUR BUSINESSES. • SERVICING OUR INDEBTEDNESS REQUIRES A SIGNIFICANT AMOUNT OF CASH, AND OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL. • 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. • THE COLLATERAL PLEDGED IN SUPPORT OF OUR DEBT OBLIGATIONS MAY NOT BE VALUABLE ENOUGH TO SATISFY ALL THE BORROWINGS SECURED BY THE COLLATERAL. • A LOSS OF OUR COOPERATIVE TAX STATUS COULD INCREASE OUR TAX LIABILITY. • OUR LIMITED ACCESS TO EQUITY MARKETS COULD ADVERSELY AFFECT OUR ABILITY TO OBTAIN ADDITIONAL EQUITY CAPITAL. • INABILITY TO PROTECT OUR TRADEMARKS AND OTHER PROPRIETARY RIGHTS COULD DAMAGE OUR COMPETITIVE POSITION. • 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. • A CHANGE IN THE ASSUMPTIONS USED TO VALUE OUR REPORTING UNITS OR OUR INDEFINITE-LIVED INTANGIBLE ASSETS COULD NEGATIVELY AFFECT OUR CONSOLIDATED RESULTS OF OPERATIONS AND NET WORTH. • PRODUCT LIABILITY CLAIMS OR PRODUCT RECALLS COULD ADVERSELY AFFECT OUR BUSINESS REPUTATION AND EXPOSE US TO INCREASED SCRUTINY BY FEDERAL AND STATE REGULATORS. • WE COULD INCUR SIGNIFICANT COSTS FOR VIOLATIONS OF OR LIABILITIES UNDER ENVIRONMENTAL LAWS AND REGULATIONS APPLICABLE TO OUR OPERATIONS. • STRIKES OR WORK STOPPAGES BY OUR UNIONIZED WORKERS COULD DISRUPT OUR BUSINESS. • THERE IS NO ASSURANCE THAT OUR SENIOR MANAGEMENT TEAM OR OTHER KEY EMPLOYEES WILL REMAIN WITH US.

Item 6. Exhibits

(a) Exhibits


EXHIBIT		DESCRIPTION
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*


^*		Filed electronically herewith

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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 ~~24th~~8th day of ~~February~~May, 2009.

LAND O’LAKES, INC. By /s/ Daniel Knutson Daniel E. Knutson Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Table of Contents

Table of Contents

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