BASE PROSPECTUS December 3, 2008

Cargill, Incorporated (incorporated with limited liability in the State of Delaware, United States of America) U.S.$6,000,000,000 Euro Medium Term Note Program On December 16, 1996, each of Cargill, Incorporated (“Cargill, Inc.”, “Cargill”, the “Company”or the “Issuer”), Cargill Global Funding PLC (“Cargill Global”) and Cargill Asia Pacific Treasury Ltd (“Cargill Asia Pacific”) entered into a U.S.$1,000,000,000 Euro Medium Term Note Program (the “Program”) and issued an offering circular on that date describing the Program. The Program has been updated from time to time and several offering circulars have been issued in connection therewith. This base prospectus (the “Base Prospectus”) further updates the Program, supersedes all previous offering circulars and/or base prospectuses and is valid for a period of 12 months as from the date hereof. Any Notes (as defined below) issued under the Program on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes already issued. Under the Program, Cargill, Inc., may from time to time issue notes in bearer form (“Bearer Notes”) or registered form (“Registered Notes” and, together with Bearer Notes, the “Notes”) denominated in any currency (including euro) as agreed between Cargill, Inc. and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$6,000,000,000 (or its equivalent in other currencies calculated as described herein). Application has been made to the Luxembourg Stock Exchange for Notes issued under the Program as described in this Base Prospectus to be admitted to trading on the Bourse de Luxembourg, which is the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Bourse de Luxembourg is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Application has also been made to the Commission de Surveillance du Secteur Financier (the “CSSF”), in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities, to approve this document as a base prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) as implemented in to Luxembourg law. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined herein) of Notes will be set forth in the final terms (the “Final Terms”) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be delivered to the CSSF on or before the date of issue of the Notes of such Tranche. The Program provides that Notes may be listed on or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between Cargill, Inc. and the relevant Dealer. In addition, Cargill, Inc. may from time to time issue unlisted Notes and/or Notes which are not admitted to trading on any market. See “Risk Factors” on pages 9 to 12 for a discussion of certain factors to be considered in connection with an investment in the Notes. The Program has been rated by Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies (“S&P”) and by Moody’s Investors Service Limited (“Moody’s”). Tranches of Notes issued under the Program may be rated or unrated. Where a Tranche of Notes is rated, such ratings will not necessarily be the same as the ratings assigned to the Program. A security rating is not a recommendation to buy, sell, or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Arranger Credit Suisse Dealers Barclays Capital BNP PARIBAS Deutsche Bank The Royal Bank of Scotland UBS Investment Bank This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.

Cargill, Inc. accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of Cargill, Inc. (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

No person has been authorized by Cargill, Inc. to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Program or any information supplied by Cargill, Inc. or such other information as is in the public domain and, if given or made, such information or representation must not be relied upon as having been authorized by Cargill, Inc. or any Dealer.

The Dealers have not separately verified the information contained herein. Accordingly, no representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true or correct as of any time subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of Cargill, Inc. since the date hereof or, as the case may be, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the program is true or correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required by Cargill, Inc. and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see “Subscription and Sale”. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, any United States persons within the meaning of Regulation S under the Securities Act (other than distributors) unless the Notes are registered under the Securities Act or an exemption from such registration requirements is available (see “Subscription and Sale”). Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by Cargill, Inc. or the Dealers that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of the Base Prospectus or any Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of Cargill, Inc.

All references in this Base Prospectus to “$”, “dollars”, “Dollars”, “U.S.$”, or “U.S. dollars” are to United States dollars, references to “EUR”, “€”, “Euro” and “euro” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended and references to “Sterling” and “£” are to United Kingdom Pounds Sterling.

Notwithstanding anything to the contrary contained herein, a prospective purchaser (and each employee, representative, or other agent of a prospective purchaser) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described in this Base Prospectus and all materials of any kind that are provided to the prospective purchaser relating to such tax treatment and tax structure (as such terms are defined in U.S. Treasury Regulation Section 1.6011-4). This authorization of tax disclosure is retroactively effective to the commencement of discussions between Cargill, Inc., the Dealers or their respective representatives and a prospective purchaser regarding the transactions contemplated herein.

This Base Prospectus should be read and construed in conjunction with any supplement hereto. Furthermore, in relation to any Series of Notes, this Base Prospectus should be read and construed together with the applicable Final Terms or Pricing Supplement (as defined below).

2 TABLE OF CONTENTS

Available Information ...... 4 Overview ...... 5 Risk Factors ...... 9 General Description of the Program ...... 13 Form of Final Terms ...... 14 Terms and Conditions of the Notes ...... 28 Use of Proceeds ...... 56 Business ...... 57 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 66 Directors ...... 84 Taxation ...... 85 Luxembourg Taxation ...... 88 European Union Savings Directive ...... 91 Subscription and Sale ...... 92 Summary of Principal Differences Between US GAAP and IFRS ...... 94 General Information ...... 97 Index to F Pages ...... F-1

In connection with the issue of any Tranche of Notes under the Program, the Dealer or Dealers (if any) named as the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment shall be conducted in accordance with all applicable laws and rules.

3 AVAILABLE INFORMATION

Cargill, Inc. is not subject to the information reporting requirements of the United States Securities Exchange Act of 1934, as amended.

This document may contain forward-looking statements that reflect management’s current view with respect to future results, achievements and financial performance. These statements may be identified by their use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximates,” “intends,” “aims,” “plans,” “estimates,” or the negative of these words or other comparable terminology. Such forward-looking statements are subject to risks and uncertainties that may cause Cargill, Inc.’s actual results, achievements or performance to differ materially from those projected or implied. The most significant of these risks are described in this document. To the extent permitted by applicable law, Cargill, Inc. assumes no obligation to update any forward-looking statements as a result of new information or future events.

Cargill, Inc. will, at the specified offices of Citibank, N.A., London, The Bank of New York Mellon and Fortis Banque Luxembourg S.A. (the “Paying Agents”) provide, free of charge, upon the oral or written request therefor, a copy of this Base Prospectus. Written or oral requests for this document should be directed to Cargill, Inc. at its principal office set out at the end of this Base Prospectus. In addition, this Base Prospectus will be available on the website of the Luxembourg Stock Exchange at www.bourse.lu.

If the terms of the Program are modified or amended in a manner which would make this Base Prospectus, as supplemented, inaccurate or misleading, a new Base Prospectus will be prepared. Cargill, Inc. will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so long as any Notes remain outstanding and listed on such exchange, in the event of any material adverse change in the financial condition of Cargill, Inc. or material change in the Terms and Conditions of the Notes or the Program (including an increase in the size of the Program) which is not reflected in the Base Prospectus, prepare a further supplement to the Base Prospectus or a new Base Prospectus for use in connection with any subsequent issue of Notes to be listed on the Luxembourg Stock Exchange.

4 OVERVIEW

The following is a brief overview of the Program only and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this document and, in relation to any Notes, in conjunction with the relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein.

Words and expressions defined under “Terms and Conditions of the Notes” below shall have the same meanings in this section.

ISSUER: Cargill, Incorporated.

ARRANGER: Credit Suisse Securities (Europe) Limited.

DEALERS: Barclays Bank PLC BNP PARIBAS Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch The Royal Bank of Scotland plc UBS Limited

and any other Dealer appointed from time to time either in respect of a single Tranche or in respect of the Program.

FISCAL AGENT AND Citibank, N.A., London. REGISTRAR:

CALCULATION AGENT: Citibank, N.A., London, unless otherwise specified in the relevant Final Terms.

LUXEMBOURG LISTING Dexia Banque Internationale à Luxembourg. AGENT:

ISSUE PRICE: Notes may be issued at any price and either on a fully or partly paid basis, as specified in the relevant Final Terms.

MATURITIES: Notes may have such maturities as may be agreed between the Issuer and the relevant Dealer and as indicated in the applicable Final Terms, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant currency specified in the applicable Final Terms. At the date of this Base Prospectus, the minimum maturity of all Notes is one month.

Notes (including Notes denominated in Sterling) in respect of which the issue proceeds are received by the Issuer in the United Kingdom and which have a maturity of less than one year will only be issued if (a) the redemption value of each such Note is not less than £100,000 (as determined at the time of issuance or an amount of equivalent value denominated wholly or partly in a currency other than Sterling), (b) no part of any Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount), and (c) they are issued to a limited class of professional investors, unless the relevant Note(s) can be issued and sold without contravention of Section 19 of the Financial Services and Markets Act or as permitted by then current laws, regulations and directives.

5 PROGRAM AMOUNT: U.S.$6,000,000,000 (or the equivalent in other currencies) in aggregate principal amount of Notes outstanding at any one time. For this purpose, any Notes denominated in another currency shall be translated into U.S. dollars at the date of the agreement to issue such Notes using the spot rate of exchange for the purchase of such currency against payment of U.S. dollars being quoted by the Fiscal Agent on the date on which the Relevant Agreement (as defined in the Fifth Amended and Restated Dealership dated December 3, 2008 (the “Dealership Agreement”)) in respect of the relevant Tranche was made or such other rate as the Issuer and the Relevant Dealer (as defined in the Dealership Agreement) may agree. The maximum aggregate principal amount of Notes which may be outstanding under the Program may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement.

ISSUANCE IN SERIES: Notes will be issued in series (each, a “Series”). Each Series may comprise one or more tranches (“Tranches” and each, a “Tranche”) issued on different issue dates. The Notes of each Series will have identical terms, except that (i) the issue date, the issue price and the amount of the first payment of interest may be different in respect of different Tranches and (ii) a Series may comprise Notes in more than one denomination. The Notes of each Tranche will all have identical terms in all respects save that a Tranche may comprise Notes of different denominations.

FORM OF NOTES: Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). Registered Notes will not be exchangeable for Bearer Notes or vice versa.

In respect of each Tranche of Notes issued in bearer form (i.e. Bearer Notes), the Issuer will deliver a Temporary Global Note that will be deposited on or before the relevant issue date therefor, as set forth in the relevant Final Terms, with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and/or any other relevant clearing system. Each Temporary Global Note will be exchangeable for a Permanent Global Note or, if so specified in the relevant Final Terms, for Notes in definitive bearer form in accordance with its terms. Each Permanent Global Note will be exchangeable in whole but not in part for Notes in definitive bearer form: see Condition 1(a)(iv) of the Terms and Conditions of the Notes for further details. Bearer Notes in definitive bearer form will, if interest-bearing, have interest coupons (“Coupons”) attached and, if appropriate, a talon (“Talon”) for further Coupons and will, if the principal thereof is repayable by installments, have a grid for recording the payment of principal endorsed thereon or, if so specified in the relevant Final Terms, have payment receipts (“Receipts”) attached.

Registered Notes will initially be represented by a Temporary Global Note and, subject to satisfaction of certain conditions, will be exchangeable for interests in a Permanent Global Note Certificate: see Condition 1(a) (ix) of the Terms and Conditions of the Notes for further details. In respect of each Tranche of Notes issued in registered form, the Registered Notes will be registered in the name of a nominee for, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg, and/or any other relevant clearing system as so specified in the relevant Final Terms. Registered Notes will be issued without Receipts, Coupons or Talons.

6 CURRENCIES: Subject to any applicable legal or regulatory restrictions, the Notes shall be denominated in such currencies as may be agreed between the Issuer and the relevant Dealer(s), including, without limitation, euro, Sterling, U.S. Dollars, Canadian Dollars and Japanese Yen (as indicated in the applicable Final Terms).

Payments in respect of Notes may, subject to compliance as aforesaid, be made in and/or linked to, any currency or currencies other than the currency in which such Notes are denominated.

REDENOMINATION: The applicable Final Terms may provide that certain Notes may be redenominated into euro. The relevant provisions applicable to such redenomination will be set forth in full in the applicable Final Terms.

STATUS: Notes will be direct, unsecured (subject to the Negative Pledge provisions described herein) and senior obligations of the Issuer ranking pari passu with all other present and future unsecured and senior general obligations of the Issuer but in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

REDEMPTION: Notes may be redeemable at par or at such other redemption amount (detailed in a formula or otherwise) as may be specified in the relevant Final Terms.

The Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or following an Event of Default and acceleration of the Notes or such other events as set out in the Terms and Conditions of the Notes or the applicable Final Terms), or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders.

INTEREST: Notes may: (i) bear interest at a fixed or floating rate; (ii) not bear interest; (iii) bear interest and/or provide that the redemption amount is calculated by reference to a specified factor such as movements in one or more indices or currency exchange rates, changes in commodity prices or be linked to an index, portfolio or formula based on any combination thereof; and/or (iv) have such other terms and conditions as specified in the applicable Final Terms.

Interest periods, interest rates and the terms of and/or amounts payable on redemption will be specified in the applicable Final Terms.

DENOMINATIONS: Notes will be issued in such denominations as may be specified in the relevant Final Terms (save that the minimum denomination of any Notes admitted to trading on a regulated market (within the meaning of the Markets in Financial Instruments Directive (Directive 2004/39/EC)) within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC will be, in the case of Bearer Notes, €50,000 (or if the Notes are denominated in a currency other than euro, the equivalent amount in such currency), and integral multiples of such amount in excess thereof, or, if the Notes are Registered Notes, €50,000 (or if the Notes are denominated in a currency other than euro, the equivalent amount in such currency), and integral multiples of 1,000 units of the relevant currency in excess thereof). The minimum denomination of any Bearer Notes issued with a maturity of 183 days or less will be U.S.$500,000 or its equivalent in other currencies (determined by reference to the spot rate at the date of issuance), subject to compliance with all applicable legal and/or regulatory and/or central bank requirements applicable to the relevant specified currency.

7 Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution. See “Maturities” above.

TAXATION: All payments in respect of Notes will be made without deduction for or on account of any withholding taxes imposed by Luxembourg or by the United States or its political sub-divisions, subject to certain exceptions. See Condition 9 of the Terms and Conditions of the Notes.

NEGATIVE PLEDGE: The terms of the Notes will contain a negative pledge provision as further described in Conditions 4(a) to 4(d) of the Terms and Conditions of the Notes.

CONSOLIDATION, MERGER The terms of the Notes will contain a provision on consolidation, merger or OR SALE OF ASSETS: sale of assets, as further described in Condition 5 of the Terms and Conditions of the Notes.

CROSS DEFAULT: The terms of the Notes will contain a cross-default provision as further described in Condition 8 of the Terms and Conditions of the Notes.

GOVERNING LAW: The Notes and all related contractual documentation will be governed by, and construed in accordance with, the laws of the State of New York.

APPROVAL, LISTING AND Application has been made to the CSSF to approve this document as a base ADMISSION TO TRADING: prospectus. Application will be made to the Luxembourg Stock Exchange for Notes issued under the Program during the period of 12 months from the date of this Base Prospectus, to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to list the Notes on the Official List of the Luxembourg Stock Exchange. The Notes may also be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets, as may be agreed between the Issuer and the relevant Dealer in relation to each Series and as stated in the applicable Final Terms. Notes may be issued, which are neither listed nor admitted to trading on any stock exchange or market. The terms of such Notes will be set forth in a Pricing Supplement (the form of which is set out in “Schedule 7—Form of Pricing Supplement” to the Dealership Agreement).

TERMS AND CONDITIONS: The terms and conditions applicable to each Tranche will be as set out herein under “Terms and Conditions of the Notes” as supplemented, modified or replaced by the relevant Final Terms.

CLEARING SYSTEMS: Euroclear, Clearstream, Luxembourg and/or, in relation to any Notes, any other relevant clearing system as may be specified in the relevant Final Terms.

SELLING RESTRICTIONS: There are selling restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes. See “Subscription and Sale”.

8 RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Program. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Program are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Program, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Program The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in this Base Prospectus or any applicable supplement and all the information contained in the applicable Final Terms; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial advisor) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risk related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Program. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common features:

Notes subject to optional redemption by the issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an

9 effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors as specified in the applicable Final Terms (each, a “Relevant Factor”). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable will likely be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one installment. Failure to pay any subsequent installment could result in an investor losing all of his investment.

Fixed/Floating Rate Notes Fixed/Floating rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest- bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks related to Notes generally Modification, waivers and substitution The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Terms and Conditions of the Notes also provide that the Fiscal Agent and the Issuer may, without the consent of Noteholders, agree to any modification of any of the provisions of the Notes, the Receipts, the Coupons or the Issue and Paying Agency Agreement (as defined in the Terms and Conditions of the Notes), in the circumstances described in Condition 14 of the Terms and Conditions of the Notes.

10 European Union Savings Directive Under European Union (“EU”) Council Directive 2003/48/EC on the taxation of savings income (the “Directive”), each Member State of the EU (each, a “Member State”) is required, from July 1, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a Paying Agent within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries) unless the beneficiary opts for the exchange of information. A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect of any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

Exchange Listing When the Issuer specifies in the applicable Final Terms that a Series of Notes is to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or admitted to trading on any other regulated market (within the meaning of the Markets in Financial Instruments Directive (Directive 2004/39/EC)) within the European Economic Area (each, for the purposes of the following, an “EU Exchange”), the Issuer expects, but is not obligated to Noteholders, to maintain such listing of the Notes on such EU Exchange(s). Changed circumstances, including changes in the law of the jurisdiction to which the relevant EU Exchange is subject, which is adopted and implemented in such jurisdiction and requires the Issuer to prepare its financial statements according to accounting principles that are different from United States Generally Accepted Accounting Principles (“US GAAP”) or to provide additional information, could cause the continued listing of the Notes to be unduly burdensome or impracticable. As of the date of this Base Prospectus, it is anticipated that the European Commission will adopt before the end of 2008, a Regulation providing that from January 1, 2009 third country issuers may continue to prepare their financial statements in accordance with US GAAP; however, this has not yet been confirmed. In addition, individual Member States could impose additional requirements.

Accordingly, Noteholders (as defined under “Terms and Condition of the Notes” below) should be aware that, any requirements on the Issuer to prepare its financial statements in accordance with standards other than US GAAP or to provide additional information and/or a report from its auditors as a result of differences between US GAAP and IFRS, in order to maintain the continued listing of the Notes on any EU Exchange(s) may result in the relevant Notes being de-listed and/or no longer admitted to trading. The Issuer expects to use all reasonable efforts to promptly list such Notes on an alternative stock exchange, which may be outside of the EU. Although no assurance is made as to the liquidity of such Notes as a result of a listing on any EU Exchange(s), de-listing of Notes from any EU Exchange(s) may have a material effect on the ability of a Noteholder to (a) continue to hold such Notes and/or (b) resell Notes held by it in the secondary market.

Change of law The conditions of the Notes are based on the laws of the State of New York in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the laws of the State of New York or administrative practice after the date of this Base Prospectus.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices

11 that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes and make any payments in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency- equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Risks Related to the Issuer’s Businesses The Issuer is subject to risks and uncertainties that are specific to the various businesses in which it is engaged and the geographic markets it serves. Certain of the Issuer’s businesses are highly regulated and complex and require significant resources and local market experience and expertise. Significant risks include fluctuations in commodity prices and exchange rates, supply/demand imbalances, political uncertainties in emerging markets and other risks associated with the successful delivery to market of competitively priced products and the use of such products. Although the Issuer has had very many years’ experience in the management of such risks, the current economic environment has brought additional challenges, including a credit crisis, global recessionary conditions, fluctuating oil prices, falling consumer confidence and global financial markets losses and instability. There can be no assurance that the continuation or worsening of conditions underlying such risks will not materially and adversely affect the Issuer’s business, financial condition, liquidity and/or results of operations, including its ability to obtain or refinance indebtedness on satisfactory terms as and when required.

12 GENERAL DESCRIPTION OF THE PROGRAM

Under the Program, the Issuer may from time to time issue the Notes denominated in any currency agreed by the Issuer and the relevant Dealer(s) having maturities of one month or longer (or such other minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency). The Issuer may issue Notes (i) that bear interest at fixed rates or floating rates or no interest at all, (ii) that bear interest and/or provide that the redemption amount is calculated by reference to a specified factor such as movements in one or more indices or currency exchange rates, changes in commodity prices or be linked to an index, portfolio or formula based on any combination thereof and/or (iii) such other terms and conditions as specified in the applicable Final Terms. An overview of the terms and conditions of the Program and the Notes appears on pages 5 to 8. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes attached to, incorporated by reference into, or endorsed on the Notes, as modified and supplemented by the applicable Final Terms attached to, or endorsed on, such Notes.

Subject as set out herein, this Base Prospectus and any supplement hereto may only be used for admitting to trading the Notes on the Luxembourg Stock Exchange’s regulated market and to listing on the Official List of the Luxembourg Stock Exchange and/or obtaining the listing and/or admission to trading of Notes on or by any other relevant stock exchange and/or market in an aggregate principal amount which, when added to the aggregate principal amount then outstanding of all Notes previously or simultaneously issued under this Program (including unlisted Notes), does not exceed U.S.$6,000,000,000 or its equivalent in other currencies.

The aggregate principal amount of Notes outstanding at any time under the Program is subject to, and will be limited by, the then existing grant of authority by the Board of Directors of the Issuer. The grant of authority existing from time to time may permit the Issuer to issue and have outstanding more or less than U.S.$6,000,000,000 aggregate principal amount of Notes. This Base Prospectus will be amended or supplemented to indicate any such increase which may result in Notes outstanding in an aggregate principal amount in excess of U.S.$6,000,000,000.

13 FORM OF FINAL TERMS

The Final Terms relating to each Tranche of Notes will contain, inter alia, such of the following information as is applicable in respect of such Notes (all references to numbered Conditions being to the Terms and Conditions of the relevant Notes).

FINAL TERMS

[Date]

Cargill, Incorporated Issue of [Aggregate Principal Amount of Tranche] [Title of Notes] under the U.S. $6,000,000,000 Euro Medium Term Note Program

PART A—CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the “Conditions”) set forth in the Base Prospectus dated December 3, 2008 [and the supplement[s] to the Base Prospectus dated [ ]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. The Base Prospectus [and the supplement[s] to the Base Prospectus], [is] [are] available for viewing at, and copies may be obtained from, the principal office of the Issuer and the specified offices of the Fiscal Agent and the Paying Agents during normal business hours. The Base Prospectus [and the supplement[s] to the Base Prospectus], and (in the case of Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange) the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange at www.bourse.lu.

The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the “Conditions”) set forth in the Base Prospectus dated [ ] [and the supplement[s] to the Base Prospectus dated [ ]]. This document contains the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) and must be read in conjunction with the Base Prospectus dated December 3, 2008 [and the supplement[s] to the Base Prospectus and the supplement[s] to the Base Prospectus dated [ ]]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Terms and Conditions which are extracted from the Base Prospectus dated [ ] and are attached hereto. Full information on the Issuer and the offer of Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as dated December 3, 2008 and [ ] [and the supplement[s] to the Base Prospectuses dated [ ] and [ ], respectively]. The Base Prospectuses [and the supplement[s] to the Base Prospectuses] are available for viewing at, and copies may be obtained from, the principal office of the Issuer and the specified offices of the Fiscal Agent and the Paying Agents during normal business hours. The Base Prospectuses [and the supplement[s] to the Base Prospectuses], and (in the case of Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange) the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange at www.bourse.lu.

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.]

[Any Bearer Notes issued with a maturity of 183 days or less will be U.S.$500,000 or its equivalent in other currencies (determined by reference to the spot rate at the date of issuance).]

14 [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination must be £100,000 or its equivalent in any other Specified Currency.]

[When completing Final Terms or adding any other Final Terms or information consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

1. Issuer: Cargill, Incorporated

2. [(i)] Series Number: [ ]

[(ii) Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)]

3. Specified Currency or Currencies: [ ]

4. Aggregate Principal Amount of Notes: [ ]

[(i)] Series: [ ]

[(ii) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [insert date](in the case of fungible issues only, if applicable)]

6. Specified Denominations: [ ]

[Notes (including Notes denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 FSMA and which have a maturity of less than one year must have a minimum redemption value of £100,000 (or its equivalent in other currencies).]

7. (i) Issue Date: [ ]

(ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable]

8. Maturity Date: [Specify date or (for Floating Rate Notes) specify the Interest Payment Date falling in or nearest to the relevant month and year]

9. Interest Basis: [[ ] per cent. Fixed Rate] [[specify reference rate] +/– [ ] per cent Floating Rate] [Zero Coupon] [Index Linked Interest] [Other (specify)] (further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency] [Partly Paid] [Installment] [Other (specify)]

[(NB. If the Final Redemption Amount is other than 100 per cent. of the principal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)]

15 11. Change of Interest or [Not Applicable/Applicable][If applicable, specify details of Redemption/Payment Basis: any provision for convertibility of Notes into another interest or redemption/payment basis]

12. Put/Call Options: [Investor Put—Optional Early Redemption (Put)] (N.B. Condition 7(f) applies) [Issuer Call—Optional Early Redemption (Call)] (N.B. Condition 7(c) applies) [(further particulars specified below)]

13. [(i)] Status of the Notes: The Notes will constitute direct, unsecured and senior obligations of the Issuer ranking pari passu with all other present and future unsecured and senior general obligations of the Issuer but in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

[(ii)] Date [Board] approval for [ ] [and [ ], respectively]] (NB. Only relevant where issuance of Notes obtained: Board (or similar) authorization is required for the particular tranche of Notes)

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Fixed Rate[(s)] of Interest: [ ] per cent. per annum [payable [annually/semi- annually/ quarterly/monthly] in arrear] (if payable other than annually, consider amending Condition 6)

(ii) Fixed Interest Date(s): [[ ] in each year up to and including the Maturity Date]/ [specify other]

(iii) Fixed Coupon Amount[(s)]: [Not Applicable][If applicable, specify [ ] per Note of [ ] Specified Denomination][(For the avoidance of doubt, the amount of interest payable on the Fixed Interest Date shall be the Fixed Coupon Amount or any Broken Amount, if applicable)]

(iv) Broken Amount(s): [ ] per Note of [ ] Specified Denomination payable on the Fixed Interest Date falling [in/on] [ ] [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount[(s)]]

(v) Day Count Fraction: [30/360] [Actual/Actual (ICMA)] [specify other] (NB. Actual/Actual (ICMA) is normally only appropriate for Fixed Rate Notes denominated in euros)

(vi) Determination Dates: [ ] in each year (insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Fraction is Actual/Actual (ICMA))

(vii) Other terms relating to the method [Not Applicable/give details] of calculating interest for Fixed Rate Notes:

(viii) Additional Business Centre(s): [ ]

16 16. Floating Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Interest Period(s)/Interest Payment [] Dates:

(ii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/other [specify others]]

(iii) Additional Business Centre(s): [ ]

(iv) Manner in which the Rate(s) of [Screen Rate Determination/ISDA Determination/other Interest is/are to be determined: (give details)]

(v) Party responsible for calculating [] the Rate(s) of Interest and Interest Amount(s) (if not Fiscal Agent):

(vi) Reference Banks (if any): [ ]

(vii) Screen Rate Determination: [Condition 6(b)(iii)(A) applies/Not Applicable]

— Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other)

— Interest Determination Date(s): [ ] (Second London Business Day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

— Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions approximately)

(viii) ISDA Determination: [Condition 6(b)(iii)(C) applies/Not Applicable]

— Floating Rate Option: [ ]

— Designated Maturity: [ ]

— Reset Date: [ ]

(ix) Margin(s): [+/-][ ] per cent. per annum

(x) Minimum Rate of Interest: [ ] per cent. per annum

(xi) Maximum Rate of Interest: [ ] per cent. per annum

(xii) Day Count Fraction: [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360 or 360/360 or Bond Basis] [30E/360 or Eurobond Basis] [30E/360 (ISDA)] [Other] (See Condition 6 for alternatives)]

17 (xiii) Fall back provisions, rounding [] provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

17. Zero Coupon Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) [Amortization/Accrual] Yield: [ ] per cent. per annum

(ii) Reference Price: [ ]

(iii) Any other formula/basis of [] determining amount payable: (Consider applicable day count fraction if euro denominated)

18. Index Linked Interest Note Provisions/ [Applicable/Not Applicable] other variable-linked interest (If not applicable, delete the remaining sub- paragraphs Note Provisions: of this paragraph)

(i) Index/Formula/other variable: [Give or annex details]

(ii) Party responsible for calculating [] the Rate(s) of Interest (if not the Fiscal Agent):

(iii) Provisions for determining [] Coupon where calculated by reference to Index and/or Formula and/or other variable:

(iv) Determination Date(s): [ ]

(v) Provisions for determining [] Coupon where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted:

(vi) Interest or calculation period(s): [ ]

(vii) Interest Period(s)/Interest Payment [] Dates:

(viii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/ other (give details)]

(ix) Additional Business Centre(s): [ ]

(x) Minimum Rate of Interest: [ ] per cent. per annum

(xi) Maximum Rate of Interest: [ ] per cent. per annum

(xii) Day Count Fraction: [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [30E/360] [30E/360 (ISDA)] [Other] (See Condition 6 for alternatives)]

18 19. Dual Currency Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Rate(s) of Exchange/method of [Give details] calculating Rate(s) of Exchange:

(ii) Party, if any, responsible for [] calculating the principal and/or interest due (if not the Fiscal Agent):

(iii) Provisions applicable where [Need to include a description of market disruption or calculation by reference to Rate of settlement disruption events and adjustment provisions] Exchange is impossible or impracticable:

(iv) Person at whose option Specified [] Currency(ies) is/are to be or may be payable:

PROVISIONS RELATING TO REDEMPTION 20. Issuer Call—Optional Early Redemption [Applicable/Not Applicable] (Call): (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Optional Redemption Date(s): [ ]

(ii) Optional Redemption Amount(s) [ ] per Note of [ ] Specified Denomination of each Note and method, if any, of calculation of such amount(s):

(iii) If redeemable in part:

(a) Minimum Redemption [] Amount:

(b) Maximum Redemption [] Amount:

(iv) Notice period (if other than as set [] out in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent)

21. Investor Put—Optional Early [Applicable/Not Applicable] Redemption (Put): (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Optional Redemption Date(s): [ ]

(ii) Optional Redemption Amount(s) [ ] per Note of [ ] Specified Denomination of each Note and method, if any, of calculation of such amount(s):

19 (iii) Notice period (if other than as set [] out in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent.)

22. Final Redemption Amount:

[(i) Fixed Rate Notes: [Applicable/Not Applicable] [If applicable, specify or annex details]

[(ii) Floating Rate Notes: [Applicable/Not Applicable] [If applicable, specify or annex details]

[(iii) Zero Coupon Notes: [Specify or annex details]]

[(iv) Dual Currency Notes: [Applicable/Not Applicable] [If applicable, specify or annex details]]

(a) Rate(s) of Exchange/method [Give details] of calculating Rate(s) of Exchange:

(b) Party responsible for [] calculating the Final Redemption Amount (if not the Fiscal Agent):

(c) Provisions for determining [] Final Redemption Amount where calculated by reference to Rate(s) of Exchange:

(d) Provisions for determining [] Final Redemption Amount where calculation by reference to Rate(s) of Exchange is impossible or impracticable or otherwise disrupted:

[(e) Payment Date: [ ]]

[(f) Minimum Final Redemption []] Amount:

[(g) Maximum Final Redemption []] Amount:

[(v) In cases where the Final [Applicable/Not Applicable] Redemption Amount is Index [If applicable, specify or annex details]] Linked or other variable-linked:

(a) Index/Formula/variable: [give or annex details]

(b) Party responsible for [] calculating the Final Redemption Amount (if not the Fiscal Agent):

20 (c) Provisions for determining [] Final Redemption Amount where calculated by reference to Index and/or Formula and/ or other variable:

(d) Determination Date(s): [ ]

(e) Provisions for determining [] Final Redemption Amount where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted:

(f) Payment Date: [ ]

(g) Minimum Final Redemption [] Amount:

(h) Maximum Final Redemption [] Amount:

23. Early Redemption Amount: Early Redemption Amount(s) of each [] Note payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in Condition 7(b)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: (i) Bearer Notes: [Not Applicable/The Notes will be Bearer Notes and will initially be represented by a temporary global Note in bearer form, without interest coupons attached, which will be deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) [specify other clearing system agreed] on or about the Issue Date. Interests in the temporary global Note will be exchangeable for interests in a permanent global Note, without interest coupons attached, [or, definitive Notes in bearer form,] on a date (the “Exchange Date”) not earlier than 40 days after the closing date upon appropriate certification as to non-U.S. beneficial ownership. The permanent global Note will be exchangeable in whole, but not in part, for definitive Notes in bearer form in the limited circumstances specified in Condition 1(a)(iv). Interests in the permanent global Note will not be exchangeable for Notes in registered form]

(ii) Registered Notes: [Not Applicable/The Notes will be Registered Notes and will initially be represented by a temporary global Note registered in the name of a nominee for, and deposited with, a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) [specify other clearing

21 system agreed] on or about the Issue Date. Interests in the temporary global Note will be exchangeable for interests in a permanent global Note Certificate on a date (the “Exchange Date”) not earlier than 40 days after the completetion of distribution upon appropriate certification as to non-U.S. beneficial ownership. Interests in the permanent global Note Certificate will not be exchangeable for Notes in bearer form. Interests in the permanent global Note Certificate will be exchangeable for definitive Notes in registered form in the limited circumstances specified in Condition 1(a)(ix)]

[NB. If Individual Note Certificates are required to be issued (a) notwithstanding that some Individual Note Certificates may be in permitted Specified Denominations, which are not integral multiples of €50,000; (b) trading in the Individual Note Certificates will be limited to Individual Note Certificates in denominations of €50,000 or integral multiples of €50,000 in excess thereof; and (c) payments of principal and interest on the portion of any Individual Note Certificates that is not an integral multiple of €50,000 will not be made through Euroclear or Clearstream, Luxembourg. In such circumstances, there may not be any trading market for Individual Note Certificates that are not in Specified Denominations of €50,000 or integral multiples of €50,000 in excess thereof, and payments of principal and interest on the portion of any Individual Note Certificates that is not an integral multiple of €50,000 will be available only from the Issuer or the Fiscal Agent]

25. Record Date: [Not Applicable/give details] [Condition 10(b)(i) applies] (N.B. Only applicable for Registered Notes)

26. Financial Centre(s) or other special [Not Applicable/give details] provisions relating to Payment Dates: (Note that this item relates to the date and place of payment, and not interest period end dates, to which items 15(viii), 16(iii) and 18(ix) relates)

27. Talons for future Coupons or Receipts [Yes] [No] [If yes, give details] to be attached to Definitive Notes (and dates on which such Talons mature):

28. Details relating to Partly Paid Notes: [Not Applicable/give details](Amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment)

(N.B. A new form of Temporary Global Note and/or Permanent Global Note or Permanent Global Note Certificate may be required for Partly Paid issues.)

29. Details relating to Installment Notes: [Not Applicable/give details](Amount of each installment, date on which each payment is to be made)

30. Redenomination, renominalisation and [Not Applicable] [The provisions [in Condition [ ]] reconventioning provisions: [annexed to these Final Terms] apply]

31. Consolidation provisions: [Not Applicable] [The provisions [in Condition [ ]] [annexed to these Final Terms] apply]

22 32. Other terms or special conditions: [Not Applicable/give details]

(When adding any other final terms, consideration should be given as to whether such terms constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

33. Further issue provisions: [Not Applicable/Condition 16 applies. If the Issuer issues further Notes of the same Series during the initial 40-day restricted period applicable to the outstanding Notes of such Series, then such 40-day period will be extended until 40 days after the later of the commencement of the offering and the Issue Date of such further issue of Notes. In addition, if the Issuer issues further Notes of the same Series after the expiration of the 40-day restricted period, a new 40-day restricted period will be applied to such further issue of Notes without applying to the outstanding Notes. After the expiration of the new 40-day restricted period, all such Notes will be consolidated and form a single Series with the outstanding Notes.]

DISTRIBUTION 34. (i) If syndicated, names of Managers: [Not Applicable/give names]

(ii) Date of Subscription Agreement: [ ]

(iii) Stabilizing Manager(s) (if any): [Not Applicable] [In connection with the issue of Notes, [insert name] (the “Stabilizing Manager(s)”) (or persons acting on behalf of the Stabilizing Manager(s)) may over- allot notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment shall be conducted in accordance with all applicable laws and rules]

35. If non-syndicated, name of Dealer: [Not Applicable/give name]

36. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the [regulated market of the Luxembourg Stock Exchange]/[specify] of Notes described herein pursuant to the US$6,000,000,000 Euro Medium Term Note Program of Cargill, Incorporated.

23 RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. [[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading].

Signed on behalf of the Issuer:

By: Duly authorized

24 PART B—OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: [Application [has been] [will be] made for the Notes to be listed on the official List of the Luxembourg Stock Exchange] [other, specify] [Not Applicable]

(ii) Admission to trading: [Application [has been] [will be] made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange] [other (specify)] with effect on or about [the Issue Date]] [Not Applicable]

(where documenting a fungible issue need to indicate that original securities are already admitted to trading)

(iii) Estimate of total expenses related [] to admission to trading:

2. RATINGS

Ratings: The Notes to be issued have been rated: [S&P: [ ]] [Moody’s: [ ]] [[Other]: [ ]]

(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Program generally or, where the issue has been specifically rated, that rating.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Need to include a description of any interest, including conflicting ones, that is material to the issue/ offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement: [Save for any fees payable to the Dealers and as discussed in [“Subscription and Sale”] section of the Base Prospectus, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. —Amend as appropriate if there are other interests.]

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i) Reasons for the offer: [ ]

(See “Use of Proceeds” wording in the Base Prospectus—if the reasons for the offer are different from those set out therein will need to include those reasons here)

[(ii)] Estimated net proceeds: [ ]

(If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.)

[(ii)/(iii)] Estimated total expenses: [ ]

(If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies it is only necessary to include disclosure of net proceeds and total expenses at (ii) and (iii) above where disclosure is included at (i) above)

25 5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked or other variable-linked Notes only) [Need to include details of where past and future performance and volatility of the index/formula/other variable can be obtained.]

[Need to include a description of any market disruption or settlement disruption events that affect the underlying.]

[Need to include adjustment rules in relation to events covering the underlying.]

[Where the underlying is a security the name of the issuer of the security and its ISIN or other such security identification code.]

[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.]

[Where the underlying is an interest rate a description of the interest rate.]

[Where the underlying is a basket of underlyings, disclosure of the relevant weightings of each underlying in the basket.]

[Include other information concerning the underlying required by Paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]

The Issuer [intends to provide post-issuance information [specify what information will be reported]] [does not intend to provide any post-issuance information].

7. PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]

(When adding any other final terms, consideration should be given as to whether such terms constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

8. OPERATIONAL INFORMATION (i) ISIN: [ ]

(ii) Common Code: [ ]

(iii) Any clearing system(s) other than [Not Applicable] [Give name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

26 (iv) Delivery: Delivery [against] [free of] payment

(v) Name and address of initial [Fiscal Citibank, N.A., London Agent/Registrar]: 21st Floor Citigroup Centre Canada Square Canary Wharf London, E14 5LB UK

(vi) Names and addresses of additional [] Paying Agent(s) (if any):

(vii) Name and address of transfer [Note—Must appoint a transfer agent in Luxembourg for all agent in Luxembourg (if any): Luxembourg listed Registered Notes]

(viii) Governing Law: New York

(ix) Additional Investment [Applicable, see Annex attached] [Not Applicable] Considerations:

27 TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which (subject to completion and amendment) will be applicable to each Series of Notes, provided that the relevant Final Terms in relation to any Notes may specify other Terms and Conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace the following Terms and Conditions for the purposes of such Notes.

The Notes are issued pursuant to and in accordance with a Fifth Amended and Restated Issue and Paying Agency Agreement dated December 3, 2008 (as supplemented and/or modified and/or restated from time to time) (the “Issue and Paying Agency Agreement”) among Cargill, Incorporated, Citibank, N.A., London in its capacity as fiscal agent, Calculation Agent, Registrar and Transfer Agent (the “Fiscal Agent”, which expression shall include any successor thereto) and the other paying agents named therein (the “Paying Agents”, which expression shall include the Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Issue and Paying Agency Agreement). Copies of the Issue and Paying Agency Agreement are available for inspection during normal business hours at the specified office of each of the Paying Agents. All persons from time to time entitled to the benefit of obligations under any Notes shall be deemed to have notice of, and shall be bound by, all of the provisions of the Issue and Paying Agency Agreement insofar as they relate to the relevant Notes.

The Notes are issued in series (each, a “Series”) and each Series may comprise one or more tranches (“Tranches” and each, a “Tranche”) of Notes. Each Tranche will be the subject of a Final Terms (each, a “Final Terms”), a copy of which will be available during normal business hours at the specified office of each of the Paying Agents. In the case of a Tranche of Notes in relation to which application has not been made for listing on any stock exchange, copies of the Final Terms will only be available for inspection by a Holder (as defined in Condition 2(a)) of such Notes and such Holder must produce evidence satisfactory to the relevant Paying Agent as to its holding and to identity.

References in these Terms and Conditions to the “Notes” are to the Notes of the relevant Series only and not to the Notes of any other Series and any references to Coupons (as defined in Condition 1(a)(v)) and Receipts (as defined in Condition 1(a)(vi)) are to Coupons and Receipts relating to the Notes. For the purposes of these Terms and Conditions, references to “Notes” shall, as the context may require, be deemed to be Temporary Global Notes, Permanent Global Notes, or, as the case may be, Definitive Notes, in the case of Bearer Notes, or Permanent Global Note Certificates, or Individual Note Certificates, in the case of Registered Notes (each as defined in Condition 1(a)).

References in these Terms and Conditions to the Final Terms are to the Final Terms prepared in relation to the Notes of the relevant Tranche or Series. Words and expressions used in the Final Terms shall have the same meanings given thereto in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

In respect of any Notes, references herein to these Terms and Conditions are to these terms and conditions as supplemented or modified or (to the extent thereof) replaced by the Final Terms.

1. Form and Denomination (a) Notes Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”), as specified in the Final Terms and are serially numbered. Registered Notes will not be exchangeable for Bearer Notes and vice versa.

Bearer Notes (i) Each Tranche of Bearer Notes is represented upon issue by a temporary global Note (a “Temporary Global Note”). Interests in the Temporary Global Note may be exchanged for: (A) interests in a permanent global Note (a “Permanent Global Note”); or (B) if so specified in the Final Terms, definitive Notes in bearer form (“Definitive Notes”).

28 Exchanges of interests in a Temporary Global Note for a Permanent Global Note or, as the case may be, Definitive Notes will be made only on or after the date (the “Exchange Date”) which is forty days after the completion of the distribution of the Bearer Notes of the relevant Tranche provided certification has been received as to the non-U.S. beneficial ownership thereof as required by U.S. Treasury regulations and the Securities Act (in substantially the form set out in the Temporary Global Note or in such other form as is customarily issued in such circumstances by the relevant clearing system). (ii) The bearer of any Temporary Global Note shall not (unless, upon due presentation of such Temporary Global Note for exchange (in whole or in part) for a Permanent Global Note or for delivery of Definitive Notes, such exchange or delivery is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled to receive any payment in respect of the Bearer Note represented by such Temporary Global Note which falls due on or after the Exchange Date or be entitled to exercise any option on a date after the Exchange Date. (iii) Subject to Condition 1(a)(ii), any date on which a payment of interest is due on the Bearer Notes of a Tranche occurs whilst any of the Bearer Notes of that Tranche are represented by a Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that, in the case of Bearer Notes with maturities of over 183 days, certification as to the non-U.S. beneficial ownership thereof as required by U.S. Treasury regulations (in substantially the form set out in the Temporary Global Note or in such other form as is customarily issued in such circumstances by the relevant clearing system) has been received by Euroclear Bank, S.A./N.V. (“Euroclear”, which expression shall include any successor thereto) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”, which expression shall include any successor thereto) or any other relevant clearing system. Payments of amounts due in respect of a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg or any other relevant clearing system without any requirement for certification. (iv) Interests in a Permanent Global Note will be exchangeable by the Issuer in whole but not in part only at the option of the Holder of such Permanent Global Note (and, in the case of paragraph (C), at the option of the Issuer) for Definitive Notes in bearer form: (A) if an Event of Default (as defined in Condition 8) occurs and is continuing; or (B) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system, is closed for business for a continuous period of fourteen days (other than by reason of public holidays) or announces an intention to cease business permanently or in fact does so; or (C) the Issuer or any Paying Agent has or will become obliged to pay Additional Amounts as provided or referred to in Condition 9 which would not be required were the Bearer Notes represented by the Permanent Global Note to be in definitive form; or (D) at the option of the Holder of such Permanent Global Note upon such Holder’s request, in all cases free of charge to the Holder. In order for the Holder to exercise the options contained in paragraph (A), (B) or (D) above, the Holder must, not less than fifteen days in the case of paragraph (A) or (B) or forty-five days in the case of paragraph (D), before the date upon which the delivery of such Definitive Notes is required, deposit such Permanent Global Note with the Fiscal Agent at its specified office with the form of exchange notice endorsed thereon duly completed. In order for the Issuer to exercise the option contained in paragraph (C) above, the Issuer must give not less than fifteen days notice to the Holder. (v) Interest-bearing Definitive Notes have attached thereto at the time of their initial delivery coupons (“Coupons”), presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. Interest-bearing Definitive Notes, if so specified in the Final Terms, have attached thereto at the time of their initial delivery, a talon (“Talon”) for further coupons and the expression “Coupons” shall, where the context so requires, include Talons. (vi) Notes, the principal amount of which is repayable by installments (“Installment Notes”) which are Definitive Notes, have endorsed thereon a grid for recording the repayment of principal or, if so specified in the Final Terms, have attached thereto at the time of their initial delivery, payment receipts (“Receipts”) in respect of the installments of principal.

29 Registered Notes (vii) Each Tranche of Registered Notes is represented upon issue by a Temporary Global Note, which shall be exchangeable for interests in a permanent global note certificate (a “Permanent Global Note Certificate”). Interests in the Permanent Global Note Certificate may be exchanged, if so specified in the Final Terms, for Registered Notes in individual certificated form (each, an “Individual Note Certificate”). Exchanges of interests in a Temporary Global Note for a Permanent Global Note Certificate or, as the case may be, Individual Note Certificates will be made only on or after the date (the “Exchange Date”) which is forty days after the completion of the distribution of the Registered Notes of the relevant Tranche, provided (a) certification has been received certifying that each beneficial owner is not a U.S. person within the meaning of Regulation S under the Securities Act (in substantially the form set out in the Temporary Global Note or in such other form as is customarily issued in such circumstances by the relevant clearing system), or (b) other procedures acceptable to the Issuer and the Fiscal Agent (which may include certification and/or an opinion of counsel) are established to ensure compliance with the requirements of Regulation S. (viii) Registered Notes of any Series are registered in the name of a nominee for, and deposited on the relevant Issue Date with, a common depositary for Euroclear and Clearstream, Luxembourg or any other relevant clearing system. Accordingly, each person who owns a beneficial interest in Registered Notes that are represented by a Temporary Global Note or a Permanent Global Note Certificate must rely on the rules and procedures of Euroclear and Clearstream, Luxembourg and/or any other relevant clearing system as the case may be, to exercise any rights of a registered holder of such Notes. Unless otherwise specified in the relevant Final Terms, Citibank, N.A., London is the principal registrar and transfer agent (the “Registrar”) with respect to Registered Notes and is authorized on behalf of the Issuer to register Registered Notes for each Series and transfers of any Individual Note Certificates in a register maintained by it for such purpose (the “Register”). The Issuer may appoint alternative registrars and transfer agents pursuant to the Issue and Paying Agency Agreement as specified in the applicable Final Terms; provided, however, that for so long as any Registered Notes represented by Individual Note Certificates are admitted to trading on the regulated market of the Luxembourg Stock Exchange and the rules so require, the Issuer shall maintain a transfer agent in Luxembourg. (ix) Interests in a Permanent Global Note Certificate will be exchangeable for Individual Note Certificates only in the following limited circumstances: (A) if an Event of Default (as defined in Condition 8) occurs and is continuing; or (B) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system, is closed for business for a continuous period of fourteen days (other than by reason of public holidays) or announces an intention to cease business permanently or in fact does so. In order for the Holder to exercise the options contained in paragraph (A) or (B) above, the Holder must, not less than fifteen days before the date upon which the delivery of such Individual Note Certificates is required, give notice to the Registrar at its specified office. Such Individual Note Certificates shall be registered in such name or names as the common depositary shall instruct the Registrar and shall be in the form agreed by the Issuer and the Registrar at the time of exchange. Registered Notes, or interests in Registered Notes, shall not be exchangeable for Bearer Notes or interests in Bearer Notes, as applicable.

(b) Denomination of Bearer Notes Bearer Notes are in the denomination or denominations specified in the Final Terms (“Specified Denominations”) (save that the minimum denomination of any Bearer Notes admitted to trading on a European Economic Area exchange or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €50,000 (or, if the Bearer Notes are denominated in a currency other than euro, the equivalent amount in such currency), and integral multiples of such amount in excess thereof, or such other higher amount). The minimum denomination of any Bearer Notes issued with a maturity of 183 days or less will be U.S.$500,000 or its equivalent in other currencies (determined by reference to the spot rate as at the date of issuance). Bearer Notes of one denomination may not be exchanged for Bearer Notes of any other denomination.

30 (c) Denomination of Registered Notes Registered Notes are in the Specified Denominations specified in the Final Terms, subject to a minimum denomination of €50,000 (or, if the Registered Notes are denominated in a currency other than euro, the equivalent amount in such currency) and integral multiples of 1,000 units of the relevant currency in excess thereof, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Registered Notes of one denomination may not be exchanged for Registered Notes of any other denomination.

(d) Currency of Notes Subject to any legal or regulatory restrictions and/or central bank requirements, the Notes are denominated and/or payable in such currency as may be specified in the Final Terms (including, without limitation, Euro, Japanese Yen, Canadian Dollars and United States dollars).

(e) Partly Paid Notes Notes may be issued on a partly paid basis (“Partly Paid Notes”) if so specified in the Final Terms. The subscription moneys therefor shall be paid in such number of installments (“Partly Paid Installments”), in such amounts, on such dates and in such manner as may be specified in the Final Terms. The first such installment shall be due and payable on the date of issue of the Notes. For the purposes of these Terms and Conditions, in respect of any Partly Paid Note, “Paid Up Amount” means the aggregate amount of all Partly Paid Installments in respect thereof as shall have fallen due and been paid up in full in accordance with the Terms and Conditions.

Not less than 14 days nor more than 30 days prior to the due date for payment of any Partly Paid Installment (other than the first such Installment) the Issuer shall publish a notice in accordance with Condition 15 stating the due date for payment thereof and stating that failure to pay any such Partly Paid Installment on or prior to such date will entitle the Issuer to forfeit the Notes with effect from such date (“Forfeiture Date”) as may be specified in such notice (not being less than 14 days after the due date for payment of such Partly Paid Note), unless payment of the relevant Partly Paid Installment together with any interest accrued thereon is paid prior to the Forfeiture Date. The Issuer shall ensure that any Partly Paid Installments paid in respect of any Notes subsequent to the Forfeiture Date in respect thereof shall be returned promptly to the persons entitled thereto. The Issuer shall not be liable for any interest on any Partly Paid Installment so returned.

Interest shall accrue on any Partly Paid Installment which is not paid on or prior to the due date for payment thereof at the Interest Rate (in the case of non-interest bearing Notes, at the rate applicable to overdue payments) and shall be calculated in the same manner and on the same basis as if it were interest accruing on the Notes for the period from and including the due date for payment of the relevant Partly Paid Installment up to but excluding the Forfeiture Date. For the purpose of the accrual of interest, any payment of any Partly Paid Installment made after the due date for payment shall be treated as having been made on the day preceding the Forfeiture Date (whether or not a Business Day as defined in Condition 6).

Unless an Event of Default (or an event which with the giving of notice, the lapse of time or the making or giving of any determination or certification would constitute an Event of Default) shall have occurred and be continuing, on the Forfeiture Date, the Issuer shall forfeit all of the Notes in respect of which any Partly Paid Installment shall not have been duly paid, whereupon the Issuer shall be entitled to retain all Partly Paid Installments previously paid in respect of such Notes and shall be discharged from any obligation to repay such amount or to pay interest thereon, or (where such Notes are represented by a Temporary Global Note, a Permanent Global Note or a Permanent Global Note Certificate) to exchange any interests in such Note for interests in a Permanent Global Note or to deliver Definitive Notes or Individual Note Certificates, as the case may be, in respect thereof.

In respect of any Partly Paid Note, until such time as all the subscription moneys in respect of such Partly Paid Note shall have been paid in full and except in the case where an Event of Default shall have occurred and be continuing or if any of Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of public holidays) or announces an intention to cease business permanently or in fact does so, such Partly Paid Note, if represented by an interest in a Temporary Global Note, a Permanent Global Note or a Permanent Global Note Certificate, as the case may be, may not be exchanged for, in the case of an interest represented by a Temporary Global Note, an interest in a Permanent Global Note or for Definitive Notes or, in the case of an interest represented by a Permanent Global Note, for Definitive Notes or, in the case of an interest represented by a Permanent Global Note Certificate, Individual Note Certificates.

31 2. Title and Transfer (a) Transfer of Title Title to the Bearer Notes, Receipts and Coupons passes by delivery. Subject as provided below, references herein to the “Holders” of Bearer Notes or of Receipts or Coupons are to the bearers of the Bearer Notes or such Receipts or Coupons. Title to the Registered Notes will pass by registration in the Register (as defined above) which is kept by the Registrar in accordance with the provisions of the Issue and Paying Agency Agreement. The Issuer, the Registrar and any Paying Agent may deem and treat the person in whose name any Registered Note is registered in the Register as the absolute owner thereof for all purposes but, in the case of any Permanent Global Note Certificate, without prejudice to the provisions set out in this Condition 2(a), references herein to the “Holders” of Registered Notes are to the persons in whose names such Permanent Global Note Certificates are so registered in the Register. For so long as any of the Notes are represented by a Temporary Global Note and/or a Permanent Global Note or a Permanent Global Note Certificate held on behalf of Euroclear and/or Clearstream, Luxembourg or any other relevant clearing system, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg or any other relevant clearing system as the holder of a particular nominal amount of Notes (each an “Accountholder”) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg or any other relevant clearing system as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Fiscal Agent, the Registrar and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than, save as specifically otherwise provided in the relevant Temporary Global Note and/or Permanent Global Note or Permanent Global Note Certificate, as the case may be, with respect to the payment of principal or interest on the Notes, for which purpose (i) in the case of Bearer Notes, the bearer of the relevant Temporary Global Note and/or Permanent Global Note, and (ii) in the case of Registered Notes, the person in whose name the Permanent Global Note Certificate is registered in the Register, shall be treated by the Issuer, the Fiscal Agent and any Paying Agent as the Holder of such nominal amount of such Notes in accordance with and subject to the terms of the Temporary Global Note, Permanent Global Note or Permanent Global Note Certificate, as the case may be (and the expression “Holder” and related expressions shall be construed accordingly). Notes which are represented by a Temporary Global Note and/or a Permanent Global Note or a Permanent Global Note Certificate, as the case may be, will be transferable only in accordance with the then current rules and procedures of Euroclear or of Clearstream, Luxembourg, as the case may be.

References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agent.

(b) Title to Notes The Holder of any Bearer Note, Coupon or Receipt or the Registered Holder (as such term is defined below) of any Registered Note will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and no person shall be liable for so treating such Holder.

(c) Transfer of Registered Notes represented by Individual Note Certificates Registered Notes represented by Individual Note Certificates may, upon the terms and subject to the conditions set forth in the Issue and Paying Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum Specified Denomination) upon the surrender of the relevant Individual Note Certificate to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the specified office of the Registrar or any other transfer agent appointed by the Issuer for such purpose, and upon the Registrar being satisfied with the identity of the person making the request.

In exchange for any Individual Note Certificate properly presented for exchange at the office of the Registrar or any other such transfer agent, the Registrar shall promptly authenticate or cause to be authenticated and deliver or cause to be delivered to the specified offices of the Registrar and to be made available for collection by each relevant Holder or, at the option of the Holder requesting such transfer, be mailed (by uninsured post at the risk of the Holder(s) entitled thereto) to such address(es) as may be specified by such Holder, an Individual Note Certificate of the same Series registered in the name of the relevant transferee. The Registrar shall not register the transfer of any Individual Note Certificate during a period beginning at the opening of business fifteen (15) days before any election to redeem Notes of that Series and ending on the close of business on the day of the mailing of the relevant notice of early redemption, except with respect to the unredeemed portion of Notes redeemed in part.

32 3. Status of Obligations Status of the Notes The Notes are direct, unsecured (subject to Condition 4(d)) and senior obligations of the Issuer ranking pari passu without any preference among themselves and at least pari passu with all other present and future unsecured and senior general obligations of such Issuer but in the event of insolvency only to the extent permitted by applicable laws relating to creditors’ rights.

4. Covenants (a) Definitions As used herein: “Attributable Debt” means, as to any particular Sale and Leaseback Transaction, at the time of determination, the present value (discounted at the rate per annum of 10 per cent., compounded semi-annually) of the obligation of the lessee of the property subject to such Sale and Leaseback Transaction for rental payments under the remaining term of the lease included in such transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended or until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges. Notwithstanding the foregoing, there shall not be deemed to be any “Attributable Debt” in respect of a Sale and Leaseback Transaction if such transaction is excluded from the provisions of Condition 4(c) by virtue of clause (ii) thereof.

“Consolidated Net Tangible Assets” means as of the date of any determination thereof the aggregate amount of all assets (less depreciation, valuation and other reserves and items deductible therefrom under generally accepted accounting principles) after deducting therefrom (a) all goodwill, patents, trademarks and other like intangibles and (b) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor for a time more than twelve months after the time as of which the amount thereof is being computed), all as set forth on the most recent quarterly consolidated balance sheet of Cargill, Inc. and its consolidated Subsidiaries and computed in accordance with United States generally accepted accounting principles.

“Debt” means any obligation for borrowed money.

“Funded Debt” means (a) all Debt of Cargill, Inc. or any consolidated Subsidiary (excluding Debt that is payable on demand, non-recourse Debt, or Debt that is an intercompany borrowing), having a final maturity of more than twelve months from the date as of which the amount thereof is to be determined or having a final maturity of less than twelve months but by its terms is renewable or extendible beyond twelve months from such date at the option of the obligor, computed in accordance with generally accepted accounting principles, and there shall not be included any principal amount of Debt having such a final maturity required to be redeemed within twelve months from the date as of which the amount thereof is to be determined pursuant to any sinking fund provisions or otherwise, (b) any guaranty by Cargill, Inc. or any consolidated Subsidiary of Funded Debt of the kind described in the preceding clause, and (c) the total amounts required to be capitalized by Cargill, Inc. or any consolidated Subsidiary under any leases which are not non-recourse.

“Lien” means any mortgage, security interest, pledge, lien or other encumbrance.

“Person” means an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization or a government or any agency or political subdivision thereof.

“Principal Property” means any building, structure or other facility (which for purposes of this definition shall not include barges, railroad cars or other transportation equipment, vehicles or vessels), together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing, processing, or warehousing in the United States of America or Canada, owned or leased (under capital lease) by Cargill, Inc. or any Restricted Subsidiary, the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 1 per cent. of Consolidated Net Tangible Assets, other than any such building, structure to other facility or portion thereof or any such land or fixture (a) which is financed by outstanding obligations issued by a state, a territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, or (b) which, in the reasonable opinion of the applicable Board of Directors, is not of material importance to the total business conducted by the Issuer and its Restricted Subsidiaries as an entirety.

33 “Restricted Subsidiary” means Cargill Americas, Inc., Cargill Juice North America, Inc., Cargill Limited—Cargill Limited, Cargill Canada Ltd., Mighty Peace Shipping & Transportation Ltd., National Grain & Feeds Limited, Cargill Marine and Terminal, Inc., Leslie Production Company, Cargill Kitchen Solutions and any other Subsidiary of Cargill, Inc. (a) which is organized under the laws of any state of the United States of America, Canada or any Province of Canada, (b) which conducts the major portion of its business in the United States of America or Canada, (c) which is not engaged in banking, leasing, insurance or finance business, and (d) which is designated as a Restricted Subsidiary with respect to the Notes by the Board of Directors of Cargill, Inc.

“Sale and Leaseback Transaction” has the meaning specified under Condition 4(c) below; and

“Subsidiary” means any corporation a majority of the voting stock of every class of which shall, at the time as of which any determination is made, be owned by Cargill, Inc. either directly or through Subsidiaries, or through voting trusts.

(b) Restrictions on Secured Debt Except as provided under Condition 4(d) below, Cargill, Inc. will not, and will not permit any Restricted Subsidiary to, incur, issue, assume, guarantee or otherwise become liable in respect of any Debt secured by a Lien upon any of its Principal Property or any Restricted Subsidiary, whether now owned or hereafter acquired, unless after giving effect thereto, the aggregate amount of all Debt secured by such Liens then outstanding on Principal Property plus all Attributable Debt of Cargill, Inc. and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions involving Principal Property would not exceed 5 per cent. of Consolidated Net Tangible Assets; provided, however, that the following are specifically excepted from the foregoing limitations on Liens and any computations with respect thereto: (i) Liens existing on any property of any corporation at the time it becomes a Restricted Subsidiary, Liens existing on any property acquired by Cargill, Inc. or any Restricted Subsidiary, whether or not assumed by Cargill, Inc. or such Restricted Subsidiary, or Liens placed upon property being acquired or constructed by Cargill, Inc. or any Restricted Subsidiary to secure all or any portion of the purchase price or construction cost thereof and incurred within nine months of such acquisition or construction; (ii) Liens on property or assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to Cargill, Inc. or another Restricted Subsidiary; (iii) Liens in favor of the United States of America or any state or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; and (iv) any Lien renewing, extending or refunding, in whole or in part, any Liens permitted under clauses (i) through (iii) above, provided that the principal amount then secured is not increased and the Lien is not extended to other property.

(c) Restrictions on Sales and Leasebacks Cargill, Inc. will not and will not permit any Restricted Subsidiary to enter into any arrangement with any Person (not including arrangements between Cargill, Inc. and a Restricted Subsidiary or between Restricted Subsidiaries) providing for the sale and leasing back by Cargill, Inc. or any Restricted Subsidiary for a period, including renewal, in excess of three years of any Principal Property which has been owned or operated for more than nine months after the acquisition thereof or the completion of construction and commencement of full operation thereof by Cargill, Inc. or any Restricted Subsidiary (a “Sale and Leaseback Transaction”) involving any Principal Property, unless either: (i) Cargill, Inc. or such Restricted Subsidiary would be entitled pursuant to the provisions of Condition 4(b) above to incur Debt secured by Liens on the Principal Property to be leased back in an amount equal to Attributable Debt with respect to such Sale and Leaseback Transaction; or (ii) Cargill, Inc., within 120 days after the sale or transfer shall have been made by Cargill, Inc. or by any such Restricted Subsidiary, applies an amount equal to the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangements (as reasonably determined in good faith by Cargill, Inc.) to the optional prepayment of Funded Debt (other than Funded Debt owed to Subsidiaries).

34 (d) Covenant to Secure Securities If Cargill, Inc. or any Restricted Subsidiary shall, without the approval by Extraordinary Resolution (as defined in the Agency Agreement) of the Holders of the Notes at the time outstanding, incur, issue, guarantee or assume or otherwise become liable in respect of any Debt secured by any Lien upon any of its Principal Properties now owned or hereafter acquired, which is in violation of the provisions of Condition 4(b) above, it will make or cause to be made effective provisions whereby the Notes will be validly secured by such Lien equally and rateably with any other Debt thereby secured.

5. Consolidation, Merger or Sale of Assets Cargill, Inc. may without the consent of the Holders consolidate or merge with or into any other corporation and may convey, transfer or lease its property as an entirety or substantially as an entirety to any corporation, provided that (i) the corporation (if other than Cargill, Inc.) formed by or resulting from any such consolidation or merger or which shall have received such property shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume by supplemental agreement the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, the Notes issued by Cargill, Inc. and the performance and observance of each agreement or covenant to be performed or observed by Cargill, Inc. under the Notes, the Issue and Paying Agency Agreement, and (ii) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing. Cargill, Inc. shall be obligated to deliver to the Fiscal Agent an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to such consolidation, merger, conveyance, transfer or lease have been satisfied.

6. Interest In this Condition 6, “Business Day” means (unless otherwise provided in the applicable Final Terms) a day which is both: (A) a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms; and (B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the Trans- European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System or any successor thereto (the “TARGET2 System”) is open.

(a) Interest on Fixed Rate Notes (i) Each Fixed Rate Note bears interest on its principal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date specified in the applicable Final Terms at the rate(s) per annum equal to the Fixed Rate(s) of Interest specified in the applicable Final Terms payable on the Fixed Interest Date(s) in each year and on the Maturity Date so specified if it does not fall on a Fixed Interest Date. The first payment of interest shall be made on the Fixed Interest Date next following the Interest Commencement Date and, if the first anniversary of the Interest Commencement Date is not a Fixed Interest Date, will amount to the Initial Broken Amount specified in the applicable Final Terms. If the Maturity Date is not a Fixed Interest Date, interest from (and including) the preceding Fixed Interest Date (or the Interest Commencement Date, as the case may be) to (but excluding) the Maturity Date will amount to the Final Broken Amount specified in the applicable Final Terms. (ii) Interest shall be paid, with respect to Fixed Rate Notes which are Bearer Notes represented by Definitive Notes, against surrender of the appropriate Coupons, subject to and in accordance with the provisions of Condition 10(a). (iii) If interest is required to be calculated for a period of less than a full year, such interest shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the

35 relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

“Day Count Fraction” for Fixed Rate Notes means: (A) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms: (a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or (b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and (2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (B) if “30/360”or“Bond Basis” is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 –Y1)] + [30 x (M2 –M1)] + (D2 –D1) . 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Accrual Period falls:

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Accrual Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the accrual Period falls;

“D1” is the first calendar day, expressed as a number, of the Accrual Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Accrual Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

In these Terms and Conditions: “Determination Period” means the period from (and including) a Determination Date to (but excluding) the next Determination Date; and

“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes (i) Interest Payment Dates Each Floating Rate Note and, if so specified in the applicable Final Terms, each Index Linked Interest Note, bears interest on its principal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date specified in the applicable Final Terms and such interest will be payable on each interest payment date (each an “Interest Payment Date”) or, if no express

36 Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (an “Interest Payment Date”) which falls the number of months or other period specified as the Interest Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement date) to (but excluding) the next (or first) Interest Payment Date). If any Interest Payment Date (or other date) which is specified in the applicable Final Terms to be subject to adjustment in accordance with a business day convention (a “Business Day Convention”) would otherwise fall on a day which is not a Business Day, then, if the business day convention specified is: (1) the Floating Rate Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date (or other date) shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the applicable Final Terms after the preceding applicable Interest Payment Date (or other date) occurred; or (2) the Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day; or (3) the Modified Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date (or other such date) shall be brought forward to the immediately preceding Business Day; or (4) the Preceding Business Day Convention, such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day.

(ii) Interest payments Interest will be paid, with respect to Floating Rate Notes and Index Linked Interest Notes, which are Bearer Notes represented by Definitive Notes, against surrender of the appropriate Coupons, subject to and in accordance with the provisions of Condition 10(a).

(iii) Rate of Interest The Rate of Interest payable from time to time with respect to each Series of Floating Rate Notes and Index Linked Interest Notes, shall be determined in the manner specified in the applicable Final Terms: (A) ISDA Determination for Floating Rate Notes If the applicable Final Terms specifies that this Condition 6(b)(iii)(A) shall apply, the Rate of Interest shall be calculated on such dates and in such amounts as would have been calculated (regardless of any event of default or termination event thereunder) by the Issuer if it had entered into an interest rate swap transaction governed by an agreement in the form of the Interest Rate and Currency Exchange Agreement published by the International Swaps and Derivatives Association, Inc. (the “ISDA Agreement”) and evidenced by a Confirmation (as defined in the ISDA Definitions) incorporating the 2006 ISDA Definitions (as amended and updated as at the issue date of the first Tranche of the Notes and as published by the International Swaps and Derivatives Association, Inc.) (the “ISDA Definitions”) under which: (1) the basis of calculation was the Floating Rate Option; (2) the Issuer was the Floating Rate Payer; (3) the Fiscal Agent was the Calculation Agent or as otherwise specified in the applicable Final Terms; (4) the Interest Commencement Date was the Effective Date; (5) the aggregate principal amount of the Series was the Notional Amount; (6) the Designated Maturity was the period specified in the applicable Final Terms; (7) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (“LIBOR”) for a currency or on the Euro-zone inter-bank offered rate (“EURIBOR”), the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms;

37 (8) the Interest Payment Dates were the Floating Rate Payer Payment Dates; and (9) all other terms were as specified in the applicable Final Terms. For the purposes of this sub-paragraph (A), “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.

(B) When Condition 6(b)(iii)(A) applies, with respect to each relevant Interest Payment Date: (1) the amount of interest determined for such Interest Payment Date shall be the Interest Amount for the relevant Interest Period for the purposes of these Terms and Conditions as though calculated under Condition 6(b)(v) below; (2) the Rate of Interest for such Interest Period shall be the Floating Rate (as defined in the ISDA Definitions) determined by the Fiscal Agent (or such other agent specified in the applicable Final Terms) in accordance with the preceding sentence; and (3) the Fiscal Agent will be deemed to have discharged its obligations under Condition 6(b)(v) below if it has determined the Rate of Interest and the Interest Amount payable on such Interest Payment Date in the manner provided in the preceding sentence.

(C) Screen Rate Determination for Floating Rate Notes If the applicable Final Terms specifies that this Condition 6(b)(iii)(C) applies: (1) the Rate of Interest for each Interest Period shall, subject as provided below, be: I. the quotation; or II. the arithmetic mean (rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations (expressed as a percentage rate per annum), for the Reference Rate or Rates which appears or appear, as the case may be, on the appropriate page of the Screen as at 11:00 a.m. (London time) in the case of LIBOR or 11:00 a.m. (Brussels time) in the case of EURIBOR on the Interest Determination Date (as defined below) in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Fiscal Agent; (2) if, in the case of (I) above, no such rate appears or, in the case of (II) above, fewer than two of such offered rates appear at such time or if the offered rate or rates which appears or appear, as the case may be, as at such time do not apply to a period of a duration equal to the relevant Interest Period, the Rate of Interest for such Interest Period shall, subject as provided below, be the arithmetic mean (rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards) of the quotations for deposits in the Specified Currency for that Interest Period (expressed as a percentage rate per annum) of which the Fiscal Agent is advised by, if the Reference Rate is LIBOR, the London offices or, if the Reference Rate is EURIBOR, the principal Euro-zone offices, of four leading banks engaged in the Eurodollar market (the “Reference Banks”), if the Reference Rate if LIBOR, as at 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, as at 11:00 a.m. (Brussels time) on the Interest Determination Date plus or minus (as appropriate) the Margin (if any), all as determined by the Fiscal Agent; (3) if on any Interest Determination Date to which this Condition 6(b)(iii)(C) applies two or three only of the Reference Banks advise the Fiscal Agent of such offered quotations, the Rate of Interest for such Interest Period shall, subject as provided below, be determined as in Condition 6(b)(iii)(C) on the basis of the rates of those Reference Banks advising such offered quotations; (4) if on any Interest Determination Date to which this Condition 6(b)(iii)(C) applies only one or none of the Reference Banks advises the Fiscal Agent of such quotations, the Rate of Interest for such Interest Period shall, subject as provided below, be whichever is the higher of: I. the Rate of Interest in effect for the last preceding Interest Period to which Condition 6(b)(iii)(C) shall have applied (plus or minus (as appropriate), where a different Margin is to be applied to the next Interest Period to that which applied to the last preceding Interest Period, the Margin relating to that last preceding Interest Period, plus or minus (as appropriate) the Margin for the next Interest Period) and

38 II. the reserve interest rate which shall be the rate per annum which the Fiscal Agent determines to be either (x) the arithmetic mean (rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards) of the lending rates for the Specified Currency which leading banks selected by the Fiscal Agent in the principal financial center of the country of the Specified Currency or, in the case of Notes payable in euro, in the Euro-zone, are quoting on the relevant Interest Determination Date for the next Interest Period to the Reference Banks or those of them (being at least two in number) to which such quotations are, in the opinion of the Fiscal Agent, being so made plus or minus (as appropriate) the Margin (if any), or (y) in the event that the Fiscal Agent can determine no such arithmetic mean, the lowest lending rate for the Specified Currency which leading banks selected by the Agent in the principal financial center of the country of the Specified Currency or, in the case of Notes payable in euro, in the Euro-zone, are quoting on such Interest Determination Date to leading European banks for the next Interest Period plus or minus (as appropriate) the Margin (if any), provided that if the banks selected as aforesaid by the Fiscal Agent are not quoting as mentioned above, the Rate of Interest shall be the Rate of Interest specified in (I) above; (5) the expression “the appropriate page of the Screen” means such page, whatever its designation, on which, if the Reference Rate is LIBOR, London inter-bank offered rates or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank offered rates, in each case for deposits in the Specified Currency of prime banks, are for the time being displayed on the Reuters Screen, or the Dow Jones Markets, or any successor service or such other service, as specified in the applicable Final Terms; (6) “Interest Determination Date” means, unless otherwise specified in the applicable Final Terms, (x) other than in the case of Condition 6(b)(iii)(C)(4), with respect to Notes denominated in any Specified Currency other than Sterling, the second Banking Day in London prior to the commencement of the relevant Interest Period and, in the case of Condition 6(b)(iii)(C)(4), the second Banking Day in the principal financial center of the country of the Specified Currency prior to the commencement of the relevant Interest Period and (y) with respect to Notes denominated in Sterling, the first Banking Day in London of the relevant Interest Period; (7) the expression “Banking Day” means, in respect of any place, any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in that place or, as the case may be, as indicated in the applicable Final Terms; and (8) if the Reference Rate from time to time in respect of Floating Rate Notes is specified as being other than the London inter-bank offered rate or the Euro-zone inter-bank offered rate, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms. (iv) Minimum and/or maximum Rate of Interest If the applicable Final Terms specifies a minimum Rate of Interest for any Interest Period, then in no event shall the Rate of Interest for such period be less than such minimum Rate of Interest. If the applicable Final Terms specifies a maximum Rate of Interest for any Interest Period, then in no event shall the Rate of Interest for such Interest Period calculated in accordance with Conditions 6(b)(iii) above be greater than such maximum Rate of Interest. (v) Determination of Rate of Interest and calculation of Interest Amount The Fiscal Agent will, on or as soon as practicable after, if the Reference Rate is LIBOR, 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, 11:00 a.m. (Brussels time) (or, if appropriate, such other time as is customary in the principal financial center of the country of the Specified Currency) on each Interest Determination Date, determine the Rate of Interest (subject to any minimum or maximum Rate of Interest specified in the applicable Final Terms) and calculate the amount of interest (the “Interest Amount”) payable on the Floating Rate Notes and Index Linked Interest Notes with respect to each Specified Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

39 “Day Count Fraction” means, in respect of the calculation of an amount of interest for any Interest Period: (1) if “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (2) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; (3) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; (4) if “30/360”, “360/360”or“Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 –Y1)] + [30 x (M2 –M1)] + (D2 –D1) 360 where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls:

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (5) if “30E/360”or“Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows: [360 x (Y –Y)] + [30 x (M –M)] + (D –D) Day Count Fraction = 2 1 2 1 2 1 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls:

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and

40 (6) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows: [360 x (Y –Y)] + [30 x (M –M)] + (D –D) Day Count Fraction = 2 1 2 1 2 1 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls:

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February, or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Termination

Date, or (ii) such number would be 31, in which case D2 will be 30.

(vi) Notification of Rate of Interest and Interest Amount The Fiscal Agent will notify the Issuer, the Registrar (in the case of Registered Notes), any other Paying Agent and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed of the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date, and will cause the same to be published in accordance with Condition 15 as soon as possible after their determination but in no event later than the fourth London Business Day (as defined below) thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without publication as aforesaid in the event of an extension or shortening of the Interest Period in accordance with the provisions hereof. Each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed shall be promptly notified of any such amendment.

(vii) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this paragraph (b), by the Fiscal Agent, shall (in the absence of manifest error) be binding on the Issuer, the Registrar, in the case of Registered Notes, any other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Noteholders, the Receiptholders or the Couponholders shall attach to the Fiscal Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(viii) Limitations on Interest In addition to any maximum Rate of Interest which may be applicable to any Floating Rate Note or Index Linked Interest Note pursuant to Condition 6(b)(iv) above, the interest rate on Floating Rate Notes or Index Linked Interest Notes shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest is 25 per cent. per annum on a simple interest basis. This limit may not apply to the Notes in which U.S.$2,500,000 or more has been invested. While the Issuer believes that New York law would be given effect by a state or federal court sitting outside of New York, state laws frequently regulate the amount of interest that may be charged to and paid by a borrower (including, in some cases, corporate borrowers).

(c) Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Non-Interest Bearing Notes), interest will accrue as aforesaid on the paid up principal amount of such Notes and otherwise as specified in the applicable Final Terms.

41 (d) Accrual of Interest Interest shall accrue on the Outstanding Principal Amount of each Note during each Interest Accrual Period from the Interest Commencement Date. Interest will cease to accrue as of and from the due date for redemption therefor (or, in the case of an Installment Note, in respect of each installment of principal, on the due date for payment of the relevant Installment Amount) unless upon due presentation or surrender thereof (if required), payment in full of the Redemption Amount (as defined in Condition 7(j)) or the relevant Installment Amount is improperly withheld or refused or default is otherwise made in the payment thereof in which case interest shall continue to accrue on the principal amount in respect of which payment has been improperly withheld or refused or default has been made (as well after as before any demand or judgment) at the Interest Rate then applicable or such Default Rate as may be specified for this purpose in the Final Terms until the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made or, if earlier (except where presentation or surrender of the relevant Note is not required as a precondition of payment), the date on which, the Fiscal Agent or, as the case may be, the Registrar having received the funds required to make such payment, notice is given to the Holders of the Notes in accordance with Condition 15 that the Fiscal Agent or, as the case may be, the Registrar has received the required funds (except to the extent that there is failure in the subsequent payment thereof to the relevant Holder).

(e) Interest Amount(s), Calculation Agent and Reference Banks If a Calculation Agent is specified in the Final Terms, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required to calculate any Redemption Amount or Installment Amount, obtain any quote or make any determination or calculation) will determine the Interest Rate and calculate the Interest Amount(s) in respect of each Specified Denomination of the Notes for the relevant Interest Accrual Period, calculate the Redemption Amount or Installment Amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Interest Rate and the Interest Amounts for each Interest Period and the relevant Interest Payment Date or, as the case may be, the Redemption Amount or any Installment Amount to be notified to the Fiscal Agent, the Registrar (in the case of Registered Notes), the Issuer, the Holders in accordance with Condition 15 and if the Notes are listed on any stock exchange and the rules of such exchange so requires, such exchange as soon as possible after their determination or calculation or in the time required by the laws of the relevant stock exchange. The Interest Amounts and the Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of an Interest Accrual Period or the Interest Period. If the Notes become due and payable under Condition 8, the Interest Rate and the accrued interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Interest Rate or the Interest Amount so calculated need be made. The determination of each Interest Rate, Interest Amount, Redemption Amount and Installment Amount, the obtaining of each quote and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon the Issuer and the Holders and neither the Calculation Agent nor any Reference Bank shall have any liability to the Holders in respect of any determination, calculation, quote or rate made or provided by it.

The Issuer will procure that there shall at all times be such Reference Banks as may be required for the purpose of determining the Interest Rate applicable to the Notes and a Calculation Agent, if provision is made for one in the Terms and Conditions.

If the Calculation Agent is incapable or unwilling to act as such or if the Calculation Agent fails duly to establish the Interest Rate for any Interest Accrual Period or to calculate the Interest Amounts or to fulfill any other requirements, the Issuer will appoint the London office of a leading bank engaged in the London interbank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

(f) Non-Interest Bearing Notes If any Maturity Redemption Amount (as defined in Condition 7(a)) in respect of any Note which is non-interest bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage per annum) equal to the Amortization Yield defined in, or determined in accordance with the provisions of, the Final Terms or at such other rate as may be specified for this purpose in the Final Terms until the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made or, if earlier (except where presentation or surrender of the relevant Note is not required as a precondition of payment), the date on which, the Fiscal Agent or the Registrar (in the case of Registered Notes)

42 having received the funds required to make such payment, notice is given to the Holders of the Notes in accordance with Condition 15 that the Fiscal Agent or the Registrar (in the case of Registered Notes) has received the required funds (except to the extent that there is failure in the subsequent payment thereof to the relevant Holder). The amount of any such interest shall be calculated in accordance with the provisions of Condition 6 as if the Interest Rate was the Amortization Yield, the Outstanding Principal Amount was the overdue sum and the Day Count Fraction was as specified for this purpose in the Final Terms or, if not so specified, 30E/360.

(g) Calculations and Adjustments For the purposes of any calculations referred to in these Terms and Conditions (unless otherwise specified in the Final Terms), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

7. Redemption and Purchase (a) Redemption at Maturity Unless previously redeemed, or purchased and cancelled, each Note shall be redeemed at its maturity redemption amount (the “Maturity Redemption Amount”) (which shall be its Outstanding Principal Amount or, in the case of a Note which is non-interest bearing, its Amortized Face Amount (as defined in Condition 7(k)) or such other redemption amount as may be specified in or determined in accordance with the Final Terms) (or, in the case of Installment Notes, in such number of installments and in such amounts (“Installment Amounts”) as may be specified in, or determined in accordance with the provisions of, the Final Terms) on the maturity date or dates specified in the Final Terms.

(b) Early Redemption for Taxation Reasons If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in the official application (including a ruling by a court of competent jurisdiction in the United States) or interpretation of such laws, regulations or rulings which change or amendment is announced or becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, the Issuer becomes or will become obligated to pay Additional Amounts as provided in Condition 9 or (b) any act is taken by a taxing authority of the United States on or after the date on which agreement is reached to issue the first Tranche of the Notes, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial likelihood that the Issuer will or may be required to pay such Additional Amounts then the Issuer may, at its option, redeem all the outstanding Notes (but not some only) on not less than 30 nor more than 60 days’ prior notice (ending, in the case of Notes which bear interest at a Floating Rate, on a day on which interest is payable), at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their Outstanding Principal Amount or, in the case of Notes which are non-interest bearing, their Amortized Face Amount (as defined in Condition 7(k)) or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Final Terms), together with accrued interest (if any) thereon, to but excluding the due date for redemption; provided that the Issuer determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes or any action that would entail a material cost to the Issuer. No redemption pursuant to this Condition 7(b) may be made unless the Issuer shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial likelihood that it will or may be required to pay the Additional Amounts described above and the Issuer shall have delivered to the Fiscal Agent and the Registrar (in the case of Registered Notes) a certificate, signed by a duly authorized officer, stating that based on such opinion the Issuer is entitled to redeem the Notes pursuant to this provision.

No such notice of redemption may be given earlier than 90 days (or, in the case of Notes which bear interest at a floating rate a number of days which is equal to the aggregate of the number of days falling within the then current interest period applicable to the Notes plus 60 days) prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Notes then due.

43 The Issuer may not exercise such option in respect of any Note which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Notes under Condition 8.

The Notes are also subject to redemption in whole, but not in part, in the circumstances described in Condition 9(c).

(c) Optional Early Redemption (Call) If this Condition 7(c) is specified in the Final Terms as being applicable, then the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Final Terms, redeem all (but not, unless and to the extent that the Final Terms specifies otherwise, some only) of the Notes at their call early redemption amount (the “Early Redemption Amount (Call)”) (which shall be their Outstanding Principal Amount or, in the case of Notes which are non-interest bearing, their Amortized Face Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Final Terms), together with accrued interest (if any) thereon, to but excluding the due date for redemption.

In the event of a redemption of only some of such Notes of this Series, such redemption must be for an amount being at least the Minimum Redemption Amount or at most the Maximum Redemption Amount, in each case as indicated in the applicable Final Terms. The Issuer may not exercise such option in respect of any Note which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Note under Condition 7(f).

(d) Notice The appropriate notice referred to in Condition 7(c) is a notice given by the Issuer to the Holders of the Notes in accordance with Condition 15, which notice shall be irrevocable and shall specify: (i) the Notes that are subject to redemption; (ii) whether the Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of and (except in the case of a Temporary Global Note, Permanent Global Note or Permanent Global Note Certificate) the serial numbers of the Notes which are to be redeemed; (iii) the due date for such redemption, which shall be not less than thirty days nor more than sixty days after the date on which such notice is given and which shall be such date or the next of such dates (“Call Option Date(s)”) or a day falling within such period (“Call Option Period”), as may be specified in the Final Terms and which is, in the case of Notes which bear interest at a floating rate, a date upon which interest is payable; and (iv) the Early Redemption Amount (Call) at which such Notes are to be redeemed.

(e) Partial Redemption If the Notes are to be redeemed in part only on any date in accordance with Condition 7(c): (i) in the case of Bearer Notes represented by Definitive Notes, the Notes to be redeemed shall be drawn by lot in such city as the Fiscal Agent may specify, or identified in such other manner or in such other place as the Fiscal Agent may approve and deem appropriate and fair; (ii) in the case of Bearer Notes represented by a Temporary Global Note or a Permanent Global Note, the Notes to be redeemed shall be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system; and (iii) in the case of Registered Notes, the Notes shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided always that the amount redeemed in respect of each Registered Note shall be equal to the minimum Specified Denomination thereof or an integral multiple of 1,000 units of the relevant specified currency in excess thereof, subject always to compliance with all applicable rules and the requirements of the Luxembourg Stock Exchange and/or any other stock exchange on which the Notes may be listed.

In the case of the redemption of part only of a Registered Note represented by Individual Note Certificates, a new Individual Note Certificate representing the unredeemed balance shall be issued in accordance with Condition 2(c), which shall apply as in the case of a transfer of Registered Notes represented by Individual Note Certificates as if such new Individual Note Certificates were in respect of the untransferred balance.

44 (f) Optional Early Redemption (Put) If this Condition 7(f) is specified in the Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note, redeem such Note on the date specified in the relevant Put Notice (as defined below) at its put early redemption amount (the “Early Redemption Amount (Put)”) (which shall be its Outstanding Principal Amount or, if such Note is non-interest bearing, its Amortized Face Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Final Terms), together with accrued interest (if any) thereon to but excluding the due date for redemption. In order to exercise such option, the Holder must, not less than forty-five days before the date on which such redemption is required to be made as specified in the Put Notice (which date shall be such date or the next of the dates (“Put Date(s)”) or a day falling within such period (“Put Period”) as may be specified in the Final Terms), deposit the relevant Note (together in the case of an interest-bearing Definitive Note, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the date of redemption (failing which the provisions of Condition 10(v) apply)) during normal business hours at the specified office of, in the case of Bearer Notes, any Paying Agent outside the United States or, in the case of Registered Notes, the Registrar, together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar, specifying, in the case of a Temporary Global Note or Permanent Global Note, the aggregate principal amount in respect of which such option is exercised (which must be the minimum denomination specified in the Final Terms or an integral multiple thereof). No Note so deposited and option exercised may be withdrawn except where prior to the due date of redemption an Event of Default (as defined in Condition 8) shall have occurred and be continuing in which event the relevant Holder, at its option, may elect by notice to the Paying Agent to withdraw the Put Notice given pursuant to this Condition 7(f) and instead declare such Note to be forthwith due and payable pursuant to Condition 8.

In the case of the redemption of part only of a Registered Note represented by Individual Note Certificates, a new Individual Note Certificate representing the unredeemed balance shall be issued in accordance with Condition 2(c), which shall apply as in the case of a transfer of Registered Notes represented by Individual Note Certificates as if such new Individual Note Certificates were in respect of the untransferred balance.

The Holder of a Note may not exercise such option in respect of any Note which is the subject of a prior exercise by the Issuer of its option to redeem such Note under Condition 7(b) or 7(c) or Condition 9.

(g) Purchase of Notes The Issuer or any of its Affiliates may at any time purchase Notes in the open market or otherwise and at any price provided that all unmatured Receipts and Coupons appertaining thereto are purchased therewith.

For the purposes hereof, “Affiliates” means, with respect to the Issuer, any corporation, partnership, joint venture or other person (including a natural person) that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Issuer.

(h) Cancellation of Redeemed and Purchased Notes All unmatured Notes and Coupons redeemed or purchased in accordance with this Condition 7 may at the option of the Issuer, be cancelled forthwith and not be reissued or resold.

(i) Further Provisions applicable to Redemption Amounts and Installment Amounts The provisions of Conditions 6(e) and 6(g) shall apply to any determination or calculation of the Redemption Amounts or any Installment Amounts required by the Final Terms to be made by the Calculation Agent.

(j) Redemption Amount References herein to “Redemption Amount” shall mean, as appropriate, the Maturity Redemption Amount, the final Installment Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the Final Terms.

(k) Amortized Face Amount—Calculation In the case of any Note which is non-interest bearing, the “Amortized Face Amount” shall be an amount equal to the sum of: (i) the Issue Price specified in the Final Terms; and

45 (ii) the product of the Amortization Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and payable.

Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of the Day Count Fraction specified in the Final Terms for the purposes of this Condition 7(k).

(l) Amortized Face Amount—Alternative Method of Calculation In the case of any Note which is non-interest bearing, if any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortized Face Amount shall be calculated as provided in Condition 7(k) but as if references in subparagraph (ii) to the date fixed for redemption or the date upon which such Note becomes due and repayable were replaced by references to the earlier of: (i) the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made; (ii) (except where presentation or surrender of the relevant Note is not required as a precondition of payment) the date on which, the Fiscal Agent or, as the case may be, the Registrar, having received the funds required to make such payment, notice is given to the Holders of the Notes in accordance with Condition 15 of that circumstance (except to the extent that there is a failure in the subsequent payment thereof to the relevant Holder).

8. Events of Default In case one or more of the following events (herein referred to as “Events of Default”) shall have occurred and be continuing, that is to say: (a) default in the payment of any interest on any Note when due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of the principal of, or any premium on, any Note when due and payable, and continuance of such default for a period of 7 days; or (c) default in the performance, or breach, of any covenant of Cargill, Inc. contained in the Notes and continuance of such default or breach for a period of 30 days after written notice thereof shall have been given to Cargill, Inc. by a Holder of Notes then outstanding; or (d) if any event of default (as defined in any mortgage, indenture or instrument under which they may be issued, or by which there may be secured or evidenced) of any indebtedness of Cargill, Inc. or any Restricted Subsidiary for money borrowed, whether such indebtedness exists on the Issue Date or shall be created thereafter, shall occur and shall result in such indebtedness in principal amount in excess of U.S.$50,000,000 (or the equivalent thereof in other or composite currencies) becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not be rescinded or annulled, or such indebtedness shall not have been discharged, within a period of 30 days after written notice thereof shall have been given to Cargill, Inc. by a Holder of Notes then outstanding; or (e) the entry by a court of competent jurisdiction of (i) a decree or order for relief in respect of Cargill, Inc. in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law, as the case may be, or (ii) a decree or order adjudging Cargill, Inc. bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Cargill, Inc. under any applicable law, appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of Cargill, Inc. or for all or substantially all of the property of Cargill, Inc., or ordering the winding up or liquidation of the affairs of Cargill, Inc., and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (f) Cargill, Inc., shall have commenced a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law, as the case may be, or consent to the institution of proceedings thereunder or to the entry of an order for relief in an involuntary case under any such law or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of Cargill, Inc. or for any substantial part of the property of Cargill, Inc., or the making by Cargill, Inc. of a general assignment for the benefit of creditors, or Cargill, Inc.

46 shall admit in writing its inability to pay its debts generally as they become due, or shall take any corporate action in furtherance of any of the foregoing, then any Holder of an outstanding Note may, by written notice to Cargill, Inc., and to the Fiscal Agent or the Registrar, as the case may be, effective on the date of receipt thereof by Cargill, Inc., declare the principal amount of, and all interest then accrued on, the Note held by the Holder to be forthwith due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or other notice of any kind unless prior to such date all Events of Default shall have been cured.

For the purposes of paragraph (d) above, any indebtedness which is in a currency other than U.S. dollars shall be translated into U.S. dollars at the “spot” rate for the sale of the U.S. dollars against the purchase of the relevant currency as quoted by the Fiscal Agent on the calendar day in London corresponding to the calendar day on which such premature repayment becomes due or, as the case may be, such default occurs (or, if for any reason such a rate is not available on that day, on the earliest possible date thereafter).

The amount payable in respect of each Note upon default shall be its early termination amount (the “Early Termination Amount”) (which shall be its Outstanding Principal Amount or, if such Note is non-interest bearing, its Amortized Face Amount or such other redemption amount as may be specified in, or determined in accordance with the provisions of, the Final Terms), together with accrued interest (if any) thereon to but excluding the date paid.

9. Taxation (a) Except as otherwise indicated, for purposes of these Terms and Conditions: (i) “United States” means the United States of America (including any state thereof and the District of Columbia), and its possessions; (ii) “United States person” means an individual who is a citizen or resident of the United States, a corporation or partnership, including an entity treated as a corporation or partnership for United States Federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, the District of Columbia (except, in the case of a partnership, as provided by U.S. Treasury Regulations), an estate the income of which is subject to United States Federal income taxation regardless of its source, or a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions (and certain other trusts as provided by U.S. Treasury Regulations); and (iii) “United States Alien” means any person who is not a United States person.

(b) U.S. Taxation The Issuer will, subject to the exceptions and limitations set forth below, pay to the Holder of any Note, Receipt or Coupon who is a United States Alien as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that every net payment on such Note, Receipt or Coupon, after deduction or other withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in such Note or in such Receipt or in such Coupon to be then due and payable. However, the Issuer will not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been so imposed but for (1) the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or a person holding a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United States or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or person holding a power) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, (2) the presentation by the Holder of any Note or any Receipt or any Coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later, or (3) such Holder’s present or former status as a

47 controlled foreign corporation for United States tax purposes, a foreign private foundation or other foreign tax-exempt organization or a corporation that accumulates earnings to avoid United States Federal income tax; or (ii) any estate, inheritance, gift, sales, transfer, wealth, personal property or similar tax, assessment or other governmental charge; or (iii) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note, Receipt or Coupon; or (iv) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment on a Note, Receipt or Coupon if such payment can be made without such withholding by any other Paying Agent; or (v) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Note, Receipt or Coupon if, without regard to any tax treaties, such compliance is required as a precondition to relief or exemption from such tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge imposed as a result of a person’s actual or constructive holding of 10 per cent. or more of the total combined voting power of all classes of stock of the Issuer entitled to vote or as the result of the receipt of interest by a bank on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; or (vii) any tax, assessment or other governmental charge imposed on any payment on a Note, Receipt or Coupon to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Note, Receipt or Coupon; or (viii) any tax, assessment or other government charge which would not have been imposed but for the fact that such Note, Receipt or Coupon constitutes a “United States real property interest” as defined in section 897(c)(1) of the United States Internal Revenue Code of 1986, as amended, with respect to the beneficial owner of such Note, Receipt or Coupon; or (ix) any withholding or deduction which is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (x) any presentment of payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (xi) any combination of (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) above.

(c) Early redemption of Bearer Notes for U.S. Tax Information Reporting Reasons If the Issuer shall determine, based upon a written opinion of independent legal counsel of recognized standing, that any payment made outside the United States by the Issuer or any Paying Agent of any amount of principal or interest due with respect to any Bearer Note, Receipt or Coupon would be subject to any certification, documentation, information or other reporting requirement of any kind under any present or future United States laws or regulations, the effect of which requirement would be the disclosure to the Issuer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note, Receipt or Coupon who is a United States Alien (other than a requirement (a) that would not be applicable to a payment made by the Issuer or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) that can be satisfied by such custodian, nominee or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or other agent to the beneficial owner is not otherwise subject to any such requirement, or (c) that would not be applicable to a payment by at least one Paying Agent), the Issuer shall at its option either (x) redeem all of the outstanding Bearer Notes (but not some only), at their Early Redemption Amount (Tax) together with accrued interest (if any) thereon, or (y) if the conditions in Condition 9(d) are satisfied, pay the Additional Amounts specified in Condition 9(d). The Issuer

48 shall make such determination as soon as practicable and publish prompt notice thereof in the manner specified in Condition 15 (the “Determination Notice”), stating the effective date of such certification, documentation, information or other reporting requirement, whether the Issuer will redeem the Bearer Notes or pay the additional amounts specified in Condition 9(d), and (if applicable) the last date by which the redemption of the Bearer Notes must take place, as provided in the next succeeding sentence. If the Bearer Notes are to be redeemed pursuant to this paragraph, such redemption shall take place on such date (which date, in the case of Bearer Notes which bear interest at a floating rate, shall be a date upon which interest is payable), not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Fiscal Agent at least 30 days before the date fixed for redemption. Notice of such redemption of the Bearer Notes will be given to the Holders of the Bearer Notes by publication in the manner specified in Condition 15, the publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Notwithstanding the foregoing, the Issuer shall not so redeem the Bearer Notes if the Issuer shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments in respect of the Bearer Notes and Coupons would not be subject to any such certification, documentation, information or other reporting requirement, in which case the Issuer shall give prompt notice of such subsequent determination by publication in the manner specified in Condition 15 and any earlier redemption notice shall be revoked and of no further effect.

(d) Payment of Additional Amounts—Bearer Notes Notwithstanding Condition 9(c), if and so long as the certification, documentation, information or other reporting requirement referred to in Condition 9(c) would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect, prior to publication of the Determination Notice, to pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that every net payment made by the Issuer or any Paying Agent outside the United States following the effective date of such requirement in respect of any Bearer Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent or any governmental authority), after deducting or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the first parenthetical clause of the first sentence of the preceding paragraph, (ii) is imposed as a result of presentation of such Bearer Note, Receipt or Coupon for payment more than 10 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurred later, or (iii) is imposed as a result of the fact that the Issuer or any Paying Agent has actual knowledge that the beneficial owner of such Bearer Note, Receipt or Coupon is within the category of persons described above in paragraph (i) or (vi) of Condition 9(b)), will not be less than the amount provided for in such Bearer Note, Receipt or Coupon to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this Condition 9(d), the Issuer shall continue to have the right to redeem the Bearer Note at any time (in the case of Bearer Notes which do not bear interest at a floating rate) or on any date upon which interest is payable (in the case of Bearer Notes which do bear interest at a floating rate), as a whole but not in part, subject to the provisions of the last two sentences of Condition 9(c). If the Issuer elects to pay Additional Amounts pursuant to this Condition 9(d) and the condition specified in the first sentence of this Condition 9(d) can no longer be satisfied, then the Issuer shall redeem the Bearer Notes pursuant to the provisions of Condition 9(c).

(e) Definitions Any reference in these Terms and Conditions to “principal” and/or “interest” in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition 9. Unless the context otherwise requires, any reference in these Terms and Conditions to “principal” shall include any premium payable in respect of a Note, any Installment Amount or Redemption Amount and any other amounts in the nature of principal payable pursuant to these Terms and Conditions and “interest” shall include all amounts payable pursuant to Condition 6 and any other amounts in the nature of interest payable pursuant to these Terms and Conditions.

As used herein, the “Relevant Date” means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the relevant Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 15.

49 10. Payments 10(a). Payments—Bearer Notes (i) Payment of amounts (other than interest) due in respect of the Bearer Notes will be made against presentation and (save in the case of partial payment or payment of an Installment Amount (other than the final Installment Amount)) surrender of the relevant Bearer Notes at the specified office of any of the Paying Agents. Payment of Installment Amounts (other than the final Installment Amount) in respect of an Installment Bearer Note which is a Definitive Note with Receipts will be made against presentation of the relevant Bearer Note together with the relevant Receipt and surrender of such Receipt (ii) The Receipts are not and shall not in any circumstances be deemed to be documents of title and if separated from the Bearer Note to which they relate will not represent any obligation of the Issuer. Accordingly, the presentation of a Bearer Note without the related Receipt or the presentation of a Receipt without the Bearer Note to which it appertains shall not entitle the Holder to any payment in respect of the relevant Installment Amount.

Payment of amounts in respect of interest on the Bearer Notes will be made: (A) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside the United States (unless Condition 10(a)(iii) applies) and, in the case of a Temporary Global Note with a maturity of over 183 days, upon due certification of non-U.S. beneficial ownership as required therein; (B) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside the United States (unless Condition 10(a)(iii) applies); and (C) in the case of Definitive Notes delivered with Coupons attached thereto at the time of their initial delivery, against surrender of the relevant Coupons or, in the case of interest due otherwise than on a scheduled date for the payment of interest, against presentation of the relevant Definitive Notes, in either case at the specified office of any of the Paying Agents outside the United States (unless Condition 10(a)(iii) applies).

(iii) Payments of amounts due in respect of interest on the Bearer Notes and exchanges of Talons for coupon sheets in accordance with Condition 10(a)(vi) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder) unless, (x) payment in full of amounts due in respect of interest on such Bearer Notes when due or, as the case may be, the exchange of Talons at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions and (y) such payment or exchange is permitted by applicable United States law. If paragraphs (x) and (y) of the previous sentence apply, the Issuer shall forthwith appoint a further Paying Agent with a specified office in New York City.

(iv) If the due date for payment of any amount due in respect of any Bearer Notes is not both a Relevant Financial Center Day (as defined in Condition 10(c)(ii)) and a local banking day (as defined in Condition 10(c)(ii)), then the Holder thereof will not be entitled to payment thereof until the next day which is such a day, and from such day and thereafter will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account on any day which is a local banking day, a Relevant Financial Center Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located and no further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 6(d) or, if appropriate, Condition 6(f).

(v) Each Definitive Note initially delivered with Coupons, Talons or Receipts attached thereto should be presented and, save in the case of partial payment of the Redemption Amount, surrendered for final redemption together with all unmatured Receipts, Coupons and Talons relating thereto, failing which: (A) if the Final Terms specifies that this paragraph (A) of Condition 10(a)(v) is applicable (and, in the absence of specification, this paragraph (A) shall apply to Definitive Notes which bear interest at a fixed rate or rates or in fixed amounts) and subject as hereinafter provided, the

50 amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing Coupon which the Redemption Amount paid bears to the total Redemption Amount due) (excluding, for this purpose, but without prejudice to paragraph (C) below, Talons) will be deducted from the amount otherwise payable on such final redemption, the amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within ten years of the Relevant Date (as defined in Condition 9(e)) applicable to payment of such Redemption Amount; (B) if the Final Terms specifies that this paragraph (B) of Condition 10(a)(v) is applicable (and, in the absence of specification, this paragraph (B) shall apply to Definitive Notes which bear interest at a floating rate or rates or in variable amounts) all unmatured Coupons (excluding, for this purpose, but without prejudice to paragraph (C) below, Talons) relating to such Definitive Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them; (C) in the case of Definitive Notes initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and (D) in the case of Definitive Notes initially delivered with Receipts attached thereto, all Receipts relating to such Bearer Notes in respect of a payment of an Installment Amount which (but for such redemption) would have fallen due on a date after such due date for redemption (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them.

The provisions of paragraph (A) of this Condition 10(a)(v) notwithstanding, if any Definitive Notes should be issued with a maturity date and an Interest Rate or Rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (A) to be deducted would be greater than the Redemption Amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (A) in respect of such Coupons as have not so become void, the amount required by paragraph (A) to be deducted would not be greater than the Redemption Amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates.

(vi) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 10(a)(iii) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 11 below. Each Talon shall, for the purpose of these Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet matures.

10(b). Payments—Registered Notes (i) Any payment of interest, other than on the Maturity Date or upon earlier redemption will be payable on any Interest Payment Date with respect to a Registered Note to the Holder in whose name the Registered Note is registered in the Register (“Registered Holder”) at the close of business on the fifteenth (15th) calendar day (whether or not a Business Day) preceding such Interest Payment Date, or such other date as may be specified in the applicable Final Terms (the “Record Date”); provided that, if the Issue Date is after the Record Date and before the next succeeding Interest Payment Date the first payment of interest thereon will not be payable until the second Interest Payment Date following the Issue Date to the Holder in whose name the Registered Note is registered at the close of business on the Record Date immediately preceding such second Interest Payment Date. Any principal (including any premium, the Final Redemption Amount, the Early Redemption Amount or any other amount payable in respect thereof) payable in respect of Registered Notes at the Maturity Date or upon earlier redemption shall be payable, upon presentation and surrender thereof at the specified office of the Fiscal Agent in London, England or at the offices of any of the other Paying Agents.

51 (ii) If there is a subsequent failure to pay interest in accordance with these Terms and Conditions interest shall continue to accrue as provided in Condition 6(d) or, as appropriate, Condition 6(f).

(iii) Payments, if any, on a Registered Note will be made to the Registered Holder hereof on any Interest Payment Date or the Maturity Date, as applicable, or on such earlier date of redemption on which the Registered Notes may become due and payable in accordance with the Terms and Conditions, but only to the extent that an appropriate certificate with respect to the non-U.S. beneficial ownership of the Registered Note which satisfies the requirements under the Securities Act (and which certificate shall be in a form acceptable to the Registrar) has been provided and received from the beneficial owner (“Owner”) of the Registered Note. In the event that the certification of non-U.S. beneficial ownership is not received from the Owner of the Registered Note by the Registrar at least five (5) London Business Days prior to the date of any such payment of principal and/or interest, if any, due on this Registered Note, payment will not be made on such date of payment. If the aforementioned certification is received by the Registrar at any time after the fifth London Business Day prior to the date of such payment, the Registrar shall make payment to the Registered Holder hereof of principal and/or interest, if any, on this Registered Note within five (5) London Business Days after receipt by the Registrar of the applicable certification. Interest shall cease to accrue on such Registered Note on any such date of payment, including the Maturity Date, and no additional interest shall be paid for the period from (and including) the date of payment or Maturity Date to the actual date of payment.

(iv) The Issuer and each Holder and Owner, by acceptance of a Registered Note (or a beneficial interest therein), agrees to treat such Note, for the purposes of United States federal, state and local income and franchise taxes and any other taxes imposed on or measured by income, as indebtedness of the Issuer and to report the Registered Notes on all applicable tax returns in a manner consistent with such treatment and each Holder or Owner, as appropriate, further agrees to timely furnish the Issuer or its agents with any United States federal income tax form or certification (such as Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY (with appropriate attachments)) that the Issuer, the Registrar, the Paying Agents, or any other agent of the Issuer may reasonably request and shall update such form or certification in accordance with its terms or its subsequent amendments.

10(c). Payments—General Provisions Save as otherwise specified in these Terms and Conditions, this Condition 10(c) is applicable to both Bearer Notes and Registered Notes but is subject to Condition 10(b) in the case of payments on Registered Notes: (i) Payments of amounts due (whether principal, interest or otherwise) in respect of Notes will be made in the currency in which such amount is due (A) by cheque (drawn on a bank in a principal financial centre of the country of such Specified Currency), (B) at the option of the payee, by transfer to an account denominated in the relevant currency specified by the payee (in the case of payment in Japanese Yen to a non-resident of Japan, non-resident account specified by the payee) or, (C) if in euro, by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro check. Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to any applicable fiscal or other laws and regulations.

(ii) For the purposes of these Terms and Conditions: (A) “Relevant Financial Center Day” means, in the case of any currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the relevant Financial Center (as defined in the ISDA Definitions) and in any Additional Financial Centre specified in the Final Terms or in the case of payment in euro, a day on which the TARGET2 System is open and on which commercial banks and foreign exchange markets settle payments in any Additional Financial Centre specified in the Final Terms; (B) “local banking day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of presentation of the relevant Notes or, as the case may be, Receipt or Coupon; and (C) “London Business Day” means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

52 (iii) No commissions or expenses shall be charged to the Holders of Notes, Receipts or Coupons in respect of such payments.

11. Limitation The Notes, Receipts and Coupons will become void unless presented for payment within a period of ten years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 9). Talons will become void unless presented for exchange for a further Coupon sheet within a period of five years from the date on which all Coupons on the Coupon sheet to which the Talon appertains have matured. Under the State of New York’s statute of limitations, any legal action upon the Notes must be commenced within six years after the payment thereof is due.

There shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 10(a)(v) or the due date for the payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 11 or any Talon the maturity date of which would fall after the due date for redemption of the relevant Note.

12. The Paying Agents, the Registrar and the Calculation Agent (a) Appointment of the Paying Agents, the Registrar and the Calculation Agent The initial Paying Agents and the initial Registrar and their respective initial specified offices are specified below. The Calculation Agent (as defined in the ISDA Definitions) in respect of any Notes shall be specified in the Final Terms. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent (including the Fiscal Agent) or the Registrar or the Calculation Agent and to appoint additional or other Paying Agents (including the Fiscal Agent) or any other Registrar or Calculation Agent provided that the Issuer will at all times maintain (i) a Fiscal Agent, (ii) in the case of Registered Notes, a Registrar, (iii) a Paying Agent (which may be the Fiscal Agent) with a specified office in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, (iv) so long as the Notes are listed on the Luxembourg Stock Exchange and/or any other stock exchange, a Paying Agent and a transfer agent with a specified office in Luxembourg and/or in such other place as may be required by the rules of such other stock exchange, (v) in the circumstances described in Condition 10(a)(iii), a Paying Agent with a specified office in New York City and (vi) a Calculation Agent where required by the Terms and Conditions applicable to any Notes (in the case of (i), (ii), (iii), (iv) and (v) with a specified office located in such place (if any) as may be required by these Terms and Conditions). The Paying Agents, the Registrar and the Calculation Agent reserve the right at any time to change their respective specified offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of any Paying Agent, Registrar or the Calculation Agent will be given promptly by the Issuer to the Holders in accordance with Condition 15. The Issuer undertakes that it will ensure that it maintains a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Union Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive.

(b) Terms of the Agency The Paying Agents, the Registrar and the Calculation Agent act solely as agents of the Issuer and save as provided in the Issue and Paying Agency Agreement or any other agreement entered into with respect to its appointment, do not assume any obligations towards or relationship of agency or trust for any Holder of any Note, Receipt or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon it in the Issue and Paying Agency Agreement or other agreement entered into with respect to its appointment or incidental thereto.

13. Replacement of Notes If any Note, Receipt or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Fiscal Agent or such Paying Agent or Paying Agents as may be specified for such purpose in the Final Terms (in the case of Bearer Notes and Coupons) or of the Registrar (in the case of Registered Notes) (“Replacement Agent”), subject to all applicable rules and regulations and the requirements of the Luxembourg Stock Exchange and/or any other stock exchange on which the Notes are listed, upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer and the Replacement Agent may require. Mutilated or defaced Notes, Receipts and Coupons must be surrendered before replacements will be delivered therefor.

53 14. Meetings of Holders and Modification, Amendments and Waivers The Issue and Paying Agency Agreement contains provisions for convening meetings of the Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Issue and Paying Agency Agreement) of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Issue and Paying Agency Agreement. Such a meeting may be convened by the Issuer or Holders holding not less than five per cent in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of the Notes or any date for payment of interest thereof, reducing or canceling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Receipts or Coupons or the majority required to pass an Extraordinary Resolution, the quorum shall be one or more persons holding or representing not less than 75 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing a clear majority, in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, and on all holders of Receipts or Coupons.

The Fiscal Agent, the Registrar (in the case of Registered Notes) and the Issuer may agree, without the consent of the Holders, holders of Receipts or holders of Coupons, as applicable, to: (i) any modification (except as mentioned above) of the Issue and Paying Agency Agreement which is not prejudicial to the interests of the Holders; or (ii) any modification of the Notes, the Receipts or the Coupons, as applicable, or the Issue and Paying Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated or any other applicable mandatory provision of law.

Any such modification shall be binding on the Holders, the holders of Receipts and the holders of Coupons, as applicable, and any such modification shall be notified to the Holders in accordance with Condition 15 as soon as practicable thereafter.

15. Notices (a) To Holders of Bearer Notes Notices to Holders of Bearer Notes will, save where another means of effective communication has been specified herein or in the Final Terms, be published (i) in a leading daily newspaper having general circulation in London (which is expected to be the Financial Times) and (ii) if and for so long as the Bearer Notes are listed on the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and on the website of the Luxembourg Stock Exchange at www.bourse.lu or, if in either case, this is not practicable, one other English language daily newspaper having general circulation in Europe as the Issuer, in consultation with the Fiscal Agent shall decide. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any other stock exchange on which the Bearer Notes are for the time being listed.

Until such time as any Definitive Notes are issued, there may (provided that, in the case of Bearer Notes listed on a stock exchange, the rules of such stock exchange permits) so long as the relevant Temporary Global Note or Permanent Global Note is or are held on its/their entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and/or any other relevant clearing system for communication by them to the persons shown in their respective records as having interests in the relevant Temporary Global Note or Permanent Global Note.

Any notice so given will be deemed to have been validly given on the date of first such publication (or, if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers) or, as the case may be, on the fourth weekday after the date of such delivery to Euroclear and Clearstream, Luxembourg and/or such other clearing system.

54 Holders of Coupons will be deemed for all purposes to have notice of the contents of any notice given to Holders of Bearer Notes in accordance with this Condition.

(b) To Holders of Registered Notes Notices to Holders of Registered Notes will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the register kept by the Registrar) at their respective addresses as recorded in the register kept by the Registrar, and will be deemed to have been validly given on the fourth weekday after the date of such mailing or, if posted from another country, on the fifth such day. In the case of Registered Notes which are listed on the Luxembourg Stock Exchange and the rules of that exchange so require such notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort). Until such time as any Individual Note Certificates are issued, there may (provided that, in the case of Registered Notes listed on a stock exchange, the rules of such stock exchange permits) so long as the relevant Permanent Global Note Certificate is registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and/or any other relevant clearing system for communication by them to the persons shown in their respective records as having interests in the relevant Permanent Global Note Certificate.

16. Further Issues The Issuer may from time to time, without the consent of the Holders of the Notes or the Coupons (if any) appertaining thereto, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest, if any, on them and/or the denomination(s) thereof) so as to be consolidated and form a single series with the outstanding Notes, subject to the provisions set forth in Conditions 4(a) to 4(d) above.

17. Waiver and Remedies No failure to exercise, and no delay in exercising, on the part of the Holder of any Note, any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. Rights hereunder shall be in addition to all other rights provided by law. No notice or demand given in any case shall constitute a waiver of rights to take another action in the same, similar or other instances without such notice or demand.

18. Governing Law and Jurisdiction The Notes, the Receipts, the Coupons and the Issue and Paying Agency Agreement are governed by, and shall be construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction.

The Issuer submits to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in New York City, the Borough of Manhattan solely for the purpose of any legal action or proceeding brought to enforce its obligations hereunder or under any Coupon, Receipt or Talon. As long as any Note or Coupon remains outstanding, the Issuer shall either maintain an office or have an authorized agent in New York City, upon whom process may be served in any such legal action or proceeding. Service of process upon the Issuer at its office or upon such agents with written notice of such service mailed or delivered to the Issuer shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. The Issuer appoints CT Corporation System, presently situated at 111 Eighth Avenue, New York, New York 10011, as their agent for such purposes and covenant and agree that service of process in any legal action or proceeding may be made upon them at their respective offices, or upon their agent at such agent’s specified offices in New York City.

55 USE OF PROCEEDS

The net proceeds to the Company from the sale of the Notes will be used by the Company for general corporate purposes. If in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.

56 BUSINESS

Cargill, headquartered in Minneapolis, Minn., is an international provider of food, agricultural and risk management products and services with 160,000 employees in 67 countries. Founded as a grain warehousing and merchandising company in 1865, Cargill today is one of the largest, privately owned companies in the world. We are committed to using our knowledge and experience to collaborate with customers to help them succeed.

Cargill’s business units operate in four geographic regions: Asia Pacific, Europe/Africa, Latin America and North America. Cargill reports results from operations in five business segments: Agriculture Services, Origination and Processing, Food Ingredients and Applications, Risk Management and Financial, and Industrial.

Cargill is incorporated under the laws of the State of Delaware, USA on July 18, 1930 with file number 0286124. Cargill’s principal offices are located at 15615 McGinty Road West, Wayzata, MN 55391-2398, United States of America and its telephone number is: +1 (952) 742-2000.

Cargill, Incorporated and Subsidiaries Summary of Cargill Business Segments and Units As of August 31, 2008

Cargill reports results by five segments: 1. Agriculture Services provides crop and livestock producers worldwide with customized farm services and products. 2. Origination and Processing connects producers and users of grain, oilseeds and other agricultural commodities through origination, processing, marketing and distribution capabilities and services. 3. Food Ingredients and Applications serves global, regional and local food manufacturers, food service companies and retailers with food and beverage ingredients, meat and poultry products and new food applications. 4. Risk Management and Financial provides Cargill customers and the company with risk management and financial solutions in world markets. 5. Industrial supplies customers worldwide with salt and steel products and services, and develops industrial applications for agricultural feedstocks.

AGRICULTURE SERVICES Cargill Animal Nutrition develops and markets a broad range of animal feeds and customized animal productivity solutions to commercial producers in 28 countries across North and South America, Europe and Asia. Branded products are sold in the aqua, beef, dairy, poultry, pork and pet food segments. Its consulting services unit provides technical services, technology licensing and management services to customers.

Cargill AgHorizons United States serves farm customers in the United States with a 1,400-member team in over 100 locations. The business is dedicated to helping farmers prosper. Products and services include grain origination and storage, grain marketing resources, agronomic advice, and crop input products such as seed and fertilizer.

Cargill AgHorizons Canada serves farm customers from more than 70 locations throughout Canada. The business originates, stores, transports, and exports grain and oilseeds; offers commodity risk management products; sells seed, bulk fertilizer, crop protection products and custom application services; and provides agronomic advisory services.

Frontier Agriculture Limited (Joint Venture) is a 50-50 joint venture formed by Cargill and Associated British Foods. Frontier Agriculture Ltd. originates and markets grain to U.K. food and feed makers and sells crop inputs (fertilizer, seed and crop protection products) to farmers. In addition, the business provides crop marketing and agronomic services and also processes a full range of cereal, oilseed, pulse and herbage seeds. Frontier Agriculture Ltd. employs 600 people with U.K. operations in Lincolnshire, Bedfordshire, Hampshire, Norfolk, Yorkshire and Northumberland. It also has storage and elevation facilities at the port of Hull, England, and, under a joint venture agreement, in the port of Southampton, England.

57 Renessen Feed & Processing (Joint Venture) is a joint venture between Cargill and Monsanto. Renessen is focused on the development and commercialization of the Extrax™ corn processing system. Extrax™ value-added corn processing technology is designed to improve the productivity of corn-based ethanol producers.

ORIGINATION AND PROCESSING Cargill Grain & Oilseed Supply Chain consists of 13 business units that operate on an integrated global basis. The group sources, trades, processes and distributes grain and oilseeds. The main bulk products handled are wheat, corn, oilseeds, barley and sorghum, as well as vegetable oils and meals. The group also includes Cargill’s ocean freight and logistics business. It coordinates all of Cargill’s ocean bulk freight needs and a growing volume of other companies’ coal and mineral freights. Grain & Oilseed Supply Chain employs nearly 15,000 people in 50 countries. It operates 324 interior silos, 31 import/export elevators, 54 crush plants in 17 countries and 137,000 hectares of palm oil plantations in Indonesia and Papua New Guinea. It also encompasses 29 joint ventures. Grain & Oilseed Supply Chain has developed significant expertise in handling identity-preserved and differentiated products that sustain their distinctiveness in overseas markets. Because it charters more than 150 million metric tons of dry bulk tonnage, it has the logistical flexibility and opportunity to leverage efficiencies in the supply chain. Close cooperation with Cargill’s Trade and Structured Finance business unit and the company’s risk management teams adds a further range of financial and hedging products to the products and services offered.

Cargill Cotton merchandises cotton worldwide. From its office in Cordova, Tenn., it originates cotton grown primarily in the western hemisphere for sale worldwide to textile mills. It also operates four cotton storage warehouses in the United States, and a trading office and warehouse in Rondonopolis, Brazil. From its Liverpool, England office, it originates cotton from other parts of the developing world for sale to European and Asian textile mills. The Liverpool office also manages the operation of cotton gins in Tanzania, Zambia, South Africa and Zimbabwe.

Cargill Sugar trades raw sugar in bulk, white sugar in bags or containers, and ethanol from offices located in Geneva, Hong Kong, Minneapolis and Amsterdam. It originates sugar from the world’s leading sugar- producing countries, including Brazil, where it co-owns and operates two major sugar export terminals, handling bulk and bags. It ships and distributes sugar to customers, industrials, distributors and end-users through offices in Egypt, India, China, Russia, Ukraine and other consuming countries worldwide. Through joint venture investments, it operates an ethanol dehydration facility in El Salvador with origination from Brazil and marketing distribution in the United States, an ethanol terminal in Santos, Brazil, and two sugar cane mills and distilleries in Brazil. It also owns minority interests in a major sugar milling group in Mexico to complement its significant local distribution business, and a Russian sugar beet mill. The construction of a sugar refinery in Syria through a joint venture was completed in December 2007. Another refinery currently is under construction in India.

FOOD INGREDIENTS AND APPLICATIONS Food Ingredients & Systems Cargill Corn Milling North America is one of the world’s leading producers of corn sweeteners. In addition to manufacturing high fructose corn syrup, which is used in soft drinks and other food and beverage applications, it makes corn syrups, dextrose syrups and sucrose that are used in a variety of confectionery, brewing, food and pharmaceutical applications. The business also produces and markets fuel-grade ethanol, and is a leading supplier of corn oil, corn gluten meal and corn gluten feed products. Its facilities are located in Iowa, Nebraska, North Dakota, Ohio, Illinois, Indiana, Alabama, and Tennessee.

Horizon Milling (Joint Venture) is a joint venture between Cargill and CHS, Inc. flour milling, with Cargill as the majority owner and managing member. Horizon Milling operates mills in the United States and Canada that grind durum wheat, spring wheat, hard winter wheat and soft winter wheat into flours and produces bakery mix products for sale to retail and commercial bakeries, food manufacturers and retailers, food service distributors, government agencies and the export market. Its products are sold in bulk and also packaged for branded and private label. Operations are located in Minnesota, North Dakota, Wisconsin, Tennessee, Virginia, Pennsylvania, Massachusetts, New York, Louisiana, Kansas, Texas, Utah, California, Ontario, Quebec and Saskatchewan. Horizon Milling also operates Integrated Bakery Resources, a bakery solutions business located in Oregon.

Cargill Dressings, Sauces and Oils refines vegetable and tropical oils and animal fat for a wide range of food and nonfood manufacturers. It also makes shortenings, frying oils, mayonnaise, dressings, and sauces for

58 the foodservice industry. The business operates eight oil refineries, six shortening and oil packaging plants, a mayonnaise production facility, a dressings plant and a culinary sauce facility, all of which are located in the United States. It also operates an oil refinery in Mexico. Customers include major food manufacturers and quick- service and casual-dining restaurant chains. The business is integrated with Cargill’s soybean crushing activities, which provide a reliable source of crude soybean oil for further processing.

Cargill Health & Nutrition is a leading developer, processor and marketer of science-based, health and sweetness-promoting ingredients for the food and dietary supplement industries worldwide. Its vision is to accelerate health and sweetness innovations in foods and supplements by focusing on conditions that are important to its customers and consumers. Product brands include CoroWise™ phytosterols, Truvia™ natural sweetener, and Oliggo-Fiber® inulin.

Cargill Flavor Systems is a global flavor business with primary strengths in beverage and dairy applications, with additional capabilities in cheese-based savory flavors. The business is built around the Degussa Food Ingredients flavor business acquired in April 2006, combined with Cargill’s earlier presence in the United Kingdom through the acquisition of Duckworth Flavors. The business serves global food and beverage customers.

Cargill Texturizing Solutions is a leading supplier of gelling and thickening agents as well as emulsifiers, focusing on supplying the global food and beverage industries. CTS offers specific solutions for improving stability, texture, consistency and shelf life in multiple food applications, based on a wide palette of ingredients including hydrocolloids, emulsifiers, lecithins, cultures, starches and soy flour. Cargill Texturizing Solutions’ presence on five continents includes affiliates, sales offices, technical laboratories and Applications Service Centers that ensure proximity to its customers. The products of CTS are produced in 31 plants worldwide: Native and modified food starches and spray-dried specialty starches/ maltodextrines are produced in plants located in Germany, Italy, the Netherlands, France, Spain and the United States. Soy protein is produced in plants located in Belgium, the Netherlands and the United States. Hydrocolloids are produced in plants located in China, France, Germany, Morocco and the Philippines. Functional Systems are produced in plants located in China, France, Italy, Mexico, the Philippines, Poland, Spain and the United States. Lecithins are produced in plants in the United Kingdom, Germany, Italy, the Netherlands, Belgium, Brazil and in the United States. Cultures are produced in plants in France, Germany and the United States.

Cargill Malt originates and transforms malting barley into quality malt that is supplied to the brewing industry worldwide. Headquartered in Minneapolis, Minn., Cargill Malt operates ten malting plants in Belgium, France, Spain, Holland, Germany, the United States, Canada, and Argentina. Cargill Malt runs two technical centers, one in Belgium and one in the United States. These facilities are equipped with a state-of-the-art micro- and mini-malting facility and a pilot brewery.

Cargill Specialty Canola Oils develops, produces and markets high-performance canola oils. Its business is backed by an intellectual property position in the genetic engineering of canola and a leading team of molecular biologists specializing in oil modification. It develops proprietary planting seed, contracts with growers in Canada and the United States, and crushes and refines canola into premium oils sold to food processors and food service users. The business also produces and sells limited amounts of high oleic sunflower oil.

Cargill Cocoa & Chocolate North America transforms fats, flavorings and bulking agents into a broad array of ingredients for a wide range of customers in North America. Sales personnel are located throughout the United States, and products are sold under the Wilbur®, Peter’s® Chocolate and Veliche® brand names. Customers include food manufacturers, retail confectioners, bakery, dairy and grocery and proprietary industries. Based in Pennsylvania, with production facilities in the United States and Canada, the business produces coatings, blocks, chips and wafers in milk and dark chocolate, as well as other flavors and colors. Additional offerings include sugar-free chocolate coatings that appeal to sugar-intolerant consumers, chocolate-flavored ice cream coatings and colored, flavored or nutritionally enhanced fillings for grocery and bakery applications. In North America, it also markets cocoa powders created by Cargill businesses in Brazil, the Netherlands, Ivory Coast and France, and Cargill chocolate products made in Belgium.

Cargill Cocoa & Chocolate is a major cocoa bean originator and processor. It offers a wide range of high-quality cocoa powder, butter and liquor products under the Gerkens® and Wilbur® brands to leading manufacturers of food, chocolate and confectionery products worldwide. Gerkens, based in Wormer, the Netherlands, ranks among the largest processors of cocoa in the world. It operates in the high-quality segment of the market. Products are sold through an international network of offices, agents and distributors. Facilities

59 include: The Netherlands for production of cocoa liquor, butter and powder, compound chocolate coatings, fillings and chocolate in drops and a refinery for vegetable oils and fats; Ivory Coast for production of cocoa liquor, butter and powder and origination of cocoa beans; Ghana for production of cocoa liquor, butter and powder, Indonesia, Nigeria and Vietnam for origination of cocoa beans, and Germany and the United Kingdom for production of cocoa liquor. OCG Chocolate produces high-quality dark, milk and white chocolates in liquid, five-kilo blocks and an array of drops, chunks, strips and wafers. Principal customers include bakers, confectioners and dairy product manufacturers who use chocolate as an ingredient in their branded products. OCG Chocolate has plants in Rouen, France; Nottingham, U.K.; Antwerp, Belgium and Mouscron, Belgium. A small industrial chocolate facility is located in Klein Schierstadt, Germany.

Cargill Refined Oils Europe refines and further processes a wide selection of vegetable oils and fats for food and industrial applications. ROE operates refineries and oil modification plants at 15 locations in Western Europe. Products offered include refined, winterized, hydrogenated, interesterified and fractionated oils and fats. The customer base includes all large food manufacturers throughout Europe.

Cargill Foods Russia encompasses Cargill’s food manufacturing operations in Russia, including starches, sweeteners, malt, bottled and refined oils. Cargill Foods Russia provides added-value nutritional products and solutions to major food industry clients in Russia, including sweeteners to the confectionery and drink industries, starch and vegetable oil to industrial and food customers, and malt to major breweries. Cargill’s main production facility, located in the city of Efremov in the Tula region, was acquired in 1995, and since that time, the company has invested over $250 million expanding and upgrading the facility.

Cargill Foods Turkey supplies glucose, fructose syrup and corn starches to food and industrial customers in Turkey, with a focus on serving global soft drink manufacturers. It also produces protein and fiber for the Turkish poultry, cattle, and aqua feed industries, as well as lipids for the vegetable oil market. The business operates two plants, one in Vanikoy near Istanbul and one in Orhangazi near Bursa. It also produces starch and sweetener products through PNS, a joint venture with Ulker, one of the leading food companies in Turkey. In addition to its manufacturing activities, Cargill Foods Turkey acts as a distribution agent for other Cargill businesses throughout Turkey and some neighboring countries.

Cargill Bottled Oil Europe serves European food markets with a wide variety of branded and nonbranded vegetable and olive oils, and operates bottling plants in Belgium, Germany, France and Spain. Two bottling plants in Romania serve the Eastern European market. In fiscal 2008, a joint venture was formed to increase presence in the olive oil market.

Cargill Starches & Sweeteners Europe provides wheat and wet corn milling products and services to Cargill’s go-to-market businesses. It produces an extensive range of starch-derived products including glucose and fructose-based sweeteners, native starches and more specialized, value-added polyol-based sweeteners, specialty sweeteners and modified starches. Nonstarch products include wheat proteins (mainly in the form of vital wheat gluten) and wheat and corn-derived proteins, fibers and lipids (PFL). In conjunction with Cargill Health & Nutrition, Cargill SSE markets sweetening ingredients to food customers in the confectionery, brewing, nonalcoholic beverage, dairy and ice cream, preserves and bakery market sectors. Nonfood ingredients are marketed to the pharma and personal care sectors. Native and specialty starches are marketed through Cargill Texturizing Solutions. Starch products also are sold into the paper, corrugating and chemicals sectors and PFL products are sold to the feed industry. More recently, starch-derived ethanols have been used largely for food and technical purposes. Cargill SSE operates plants and sales offices in France, Germany, Italy, Netherlands, Poland, Spain, and United Kingdom. Additional sales offices in Scandinavia, the Baltic States, Hungary and United Arab Emirates serve those regions. Specialists in technology centers of excellence in Belgium and Germany develop new products and formulations that support customer development and maintenance activities. The business also provides a comprehensive range of supply chain services, including identity-preserved raw material sourcing, full quality and microbiological testing and other operational services. Collaborating with other Cargill businesses, risk management products also are offered to customers.

Cargill Refined Oils India imports, refines, sells and markets a wide range of vegetable oils and fats to wholesale trade, industrial and household consumers across India. It owns and operates three vegetable oil refining facilities, two are located on east and west coast ports of India, and one inland refinery is located in western India. Refined Oils India markets its range of refined sunflower, soy, palm, mustard, olein and ground nut oils, hydrogenated fats and bakery shortenings under its national brands, Nature Fresh™, Gemini™, Purita™, and other region-specific brands. The business engages a network of storage points and distributors across the country to access over 100,000 retail stores that sell its products. The business targets a wide range of segments including retail and institutional customers.

60 Cargill Starches & Sweeteners Asia is headquartered in Shanghai, China. Its products are sold directly to domestic customers through local sales teams or exported to other Asian countries through a trading desk in Singapore. A corn milling joint venture located in Song Yuan, Jilin province of China produces native starch, modified starch, dextrose, glucose, and spray-dried products. Another joint venture in Shanghai supplies high fructose 42 to domestic and multinational food and beverage companies. The business launched a tapioca starch product line in April 2006 through the acquisition of a tapioca plant in Thailand. Two additional plants were recently constructed to produce high fructose 55 primarily for cola bottlers in the northern and eastern regions of China. The plant in Tianjin began servicing customers in March 2008 and the plant in Pinghu is scheduled to begin testing its operations in July 2008.

Cargill Toshoku handles cacao, coffee, dairy, sugar, nuts, eggs, meat, beverages, frozen vegetables, canned goods, ethanol and other food products and food ingredients. The 14 product groups are sourcing and sales organizations, which work closely with mostly Japan-based customers, to identify and define requirements, mainly for food products and food ingredients. To deliver the unique products and ingredients required by its Japanese customers, Toshoku works closely with Cargill and non-Cargill suppliers around the world. Toshoku has three domestic offices and 11 overseas offices in 9 countries.

Cargill Starches & Sweeteners Brazil produces a variety of starches, sweeteners, syrups, dextrins, high maltose and maltodextrin products from corn and tapioca for use in the food, paper, corrugated board and mining industries in Brazil, Central and South America and South Africa. Products from the corn wet milling process (corn gluten fiber and meal) and from other processes (soy feed and flour residues) are marketed to local feed companies. The business produces citric acid and sodium citrate sugar cane or corn dextrose for use in beverage, food and industrial applications. It also produces and dries special whey products for food application. Facilities include a corn wet milling and corn starch/corn syrup modification, and citric acid and sodium citrate production facility in Uberlândia in Minas Gerais State, a tapioca processing, tapioca starch modification and waxy corn wet milling facility in São Miguel do Iguaçu in the state of Parana, and a maltodextrin and whey spray-dried products plant in Porto Ferreira, São Paulo state. An applications development center in Mairinque, and a distribution center in São Bernardo do Campo, both located in São Paulo state, serve other Cargill partners.

Cargill Foods Brazil serves four segments of the food industry: domestic retailers, manufacturers, food service and export. For the retail market, it produces bottled and canned cooking oils under the brands Liza™, Veleiro™, Purilev™ and Mazola™. It produces blended oils under the brands Olivia™ and Maria™; and mayonnaise under the Liza™, Maria™ and Mariana™ brands. Production and distribution sites include Mairinque, Sao Roque, Uberlândia, Barreiras, Rio Verde and Jaboatao dos Guararapes (Northeast region). The business also distributes olive oils imported from Portugal and Spain, and salad dressings under the brand Liza™, produced by Cargill Flavor Systems. For food manufacturers, it produces refined blends of soybean and specialty oils and hydrogenated oils. Hydrogenated oils are produced and distributed out of Mairinque and Itumbiara. Production and distribution of refined oils are handled out of Mairinque and Uberlândia facilities, and blended oils out of Mairinque. For food service and the export segment, it produces hydrogenated oils, specialty oils, blended oils, mayonnaise and salad dressings, and distributes olive oil.

Cargill Flour Mercosur is a leading supplier of flour to the bakery, food manufacturing, wholesale and export flour markets in Argentina and Brazil. Its products are sold in bulk and packaged under its own brands to customers region wide. It operates seven flour mills in Argentina, one in Brazil, and wheat storage sites in both countries. In September 2008, the Brazil operations were sold.

Cargill Foods Venezuela is a leading food distributor in Venezuela, specializing in staple foods production and distribution. Its retail offerings include leading lines of branded flour, pasta, rice and bottled oils. It also distributes products for other food suppliers. For bakeries, it provides flour, shortenings, premixes, yeast, salt and sugar, plus technical support. For global packaged foods companies, it provides oils, fats, flour and premixes. Foods Venezuela operates six plants: an oil refinery in Valencia; two pasta plants, located in Catia La Mar and Maracaibo; two flour mills, one is located in Catia and the other in La Encrucijada; and a rice plant in Píritu. It also operates six distribution centers, located in Barquisimeto, La Yaguara, Puerto La Cruz, Turmero, Maracaibo and San Cristóbal.

Cargill Cocoa Brazil is a major cocoa bean originator and processor in Latin America. It offers a wide range of high-quality cocoa powder, butter and liquor products under the Gerkens® Brazil and Spectrum Line™ brands to leading manufacturers of chocolate and confectionery products in South America. Cocoa Brazil has a processing facility in Ilhéus, Bahia, to serve the domestic and U.S. markets, and exports the balance worldwide. The business also integrates cocoa derivatives and chocolate production. It offers a variety of dark, milk

61 chocolate and compounds for the industrial and food service markets in Brazil. The chocolate production line operates in Porto Ferreira, São Paulo, a strategic location for sourcing key raw materials and for easy access to its primary customers.

Animal Protein Cargill Beef is the second largest beef processor in North America. It processes cattle raised and fed for beef production. Headquartered in Wichita, Kan., Cargill Beef operates beef slaughter and fabrication facilities in the United States and Canada, from which the lead product is boxed beef: large, wholesale cuts of meat that are vacuum packed and boxed for chilled shipment to food retailers and food service customers domestically and abroad. Fed cattle are harvested and fabricated at five U.S. facilities located in Texas (2), Kansas, Colorado and Nebraska, and two Canadian facilities located in Guelph, Ontario and High River, Alberta. Over 7 million head of cattle are processed annually, generating more than 7.7 billion pounds of boxed beef and by-products. It also has seven regional sales offices in Wichita, Atlanta, Dallas, Denver, Philadelphia, Toronto and Calgary. To support overseas efforts, it maintains offices in Japan, Hong Kong, South Korea, China and Taiwan. Cargill Beef sells fresh meat and other products to virtually every major chain, wholesaler and distributor in the country. Cargill Beef also leads the way in improving critical food safety controls, measures and procedures. The business includes Cargill Cattle Feeders, one of the largest commercial cattle feeders in the United States. Headquartered in Wichita, Kan., it feeds about 700,000 head of finished cattle annually, from five feedlots located in Kansas, Colorado and Texas, and works closely with Cargill’s Animal Nutrition and Risk Management business units.

Cargill Value Added Meats—Foodservice produces individually quick frozen ground beef patties and similar products for sale to restaurant chains and food distributors. Operations are in Butler, Wis., Fresno, Calif., and Brampton, Ontario.

Cargill Value Added Meats—Retail is a grower and processor of live turkeys and a manufacturer of further-processed beef, pork and poultry products. Its product offerings include whole bird turkeys, case ready turkey products, commodity turkey parts and cooked meats. Its principal customers are the top 100 U.S. retail grocery chains and club stores, major food service distributors, restaurant chains, convenience stores and other food processors. The business operates manufacturing facilities in Arkansas, Texas, Virginia, Missouri, Minnesota and Nebraska.

Cargill Case Ready Beef provides prepackaged case ready beef and pork meat solutions to leading food retailers in the United States and Canada from facilities in Ontario, Quebec, Georgia, Missouri and Pennsylvania. The business includes Precept Foods, a joint venture between Hormel Foods Corporation and Cargill Meat Solutions Corporation, that markets fresh case-ready beef and pork under the HORMEL® ALWAYS TENDER® brand name to U.S. retailers.

Cargill Food Distribution merchandises Cargill beef, pork, poultry and other items to retailers, foodservice distributors, institutions and cruise lines out of 11 state-of-the-art distribution centers located across the United States and Mexico.

Cargill Regional Beef produces high-quality cow and fed beef products specializing in custom-made ground beef, which is sold in both chub and case-ready packages. It operates cow slaughter, processing, grinding and case-ready facilities in Fresno, Calif., Wyalusing, Pa., and Milwaukee, Wis. The business serves retail grocery and food service companies. CRB produces product under the Meadowland Farms™, Circle T Beef™, and Valley Tradition® labels, as well as the Excel® brand.

Cargill Beef Australia operates a vertically integrated beef business that includes a major feedlot and two export-licensed beef processing facilities in New South Wales, Australia. The feedlot has a 17,000-head capacity, and the two processing facilities have a combined capacity of 2,000 head per day. The business offers a comprehensive range of beef products and branded beef programs, including grain and grass-fed cattle, to the Australian market and for export to Asia, North America and other markets. Sales representatives are located in Japan, Korea, Taiwan, China, Hong Kong and the United States. The business serves customers in the retail, food service, distribution, and hotel, restaurant and institutional sectors of the market.

Cargill Beef Argentina operates with 1,330 employees from its headquarters and plant in Buenos Aires, Argentina, and its second facility in Nelson, Santa Fe, Argentina. The Buenos Aires plant has a slaughter capacity of 1,000 head per day while Nelson can slaughter 700 head per day. Both plants have deboning, packing, warehousing and cooking capacity. The Buenos Aires plant has a small ground beef patty capability.

62 A new burger plant is being built in Bernal and is expected to start production in fiscal 2009. Approximately 60 percent of sales are exports. Frozen beef is shipped to Russia, Israel and other destinations. Chilled products are sold primarily to Europe (Germany, Italy, Holland, the United Kingdom and France) along with Brazil, Chile and Peru. Cooked frozen beef is shipped primarily to the United States and the European Union.

Cargill Meats Brazil is a major Brazilian poultry and pork processor that operates seven poultry processing facilities, two pork processing facilities, six regional sales offices, nine feed production facilities, eleven distribution centers and one port terminal in Brazil. It also has a sales distribution center for Europe located in Amstelveen, Netherlands, and sales forces in Singapore and Dubai.

Cargill Meats Central America is a retail-branded business that processes and distributes chilled and frozen poultry, luncheon meats and other further processed food products to large and small food retailers throughout Central America. It also distributes processed cheeses and French fries. Its poultry operations are located in Honduras and Nicaragua, and its processed-meat operations are in Costa Rica, Guatemala and Honduras. Recognized local brands include: Pollo Norteño® and Delicia® in Honduras; Tip Top®, Delicia®, Cinta Azul® and Cainsa® in Nicaragua; Perry® and Premier® in Guatemala; and Cinta Azul® in Costa Rica.

Cargill Meats Europe, headquartered in Hereford, U.K., supplies food products to retail, food service and food manufacturing customers in European and world markets. Its products are sourced from integrated U.K. operations as well as imported meats from Thailand and Brazil. Focused primarily on poultry products, it is a major supplier of both branded and customer-branded chicken and further-processed poultry products to U.K. retail chains, the quick-service food industry and food manufacturers in Europe.

Cargill Meats Canada is a dedicated supplier to McDonald’s Restaurants of Canada Ltd. Meats Canada supplies all of the chicken and beef products to approximately 1,400 McDonald’s restaurants in Canada. Meats Canada owns and operates three processing plants in Canada: the London, Ontario, facility processes about 21 million chickens per year, generating 20,000 tons of finished chicken products; the Jarvis, Ontario, facility hatches about 36 million chicks per year; and the manufacturing plant in Spruce Grove, Alberta, produces about 27,000 tons of frozen patties per year.

Cargill Meats Thailand is a large, fully integrated poultry processing business with locations in Saraburi and Koraj, Thailand, and a sales office in Tokyo, Japan. It produces a wide range of cooked chicken products, with more than 80 percent of its products exported to Japan, Europe, Canada and Hong Kong. In Asia, Meats Thailand’s customers are large food manufacturers and distributors such as Nicherei, McDonald’s Japan and McDonald’s Hong Kong. It serves the Canadian and European markets by supplying other Cargill business units that engage in food processing and distribution.

Cargill Kitchen Solutions is a leading marketer of high value, further-processed egg products in the United States. With processing plants in Minnesota, Iowa, Michigan, and Canada, Cargill Kitchen Solutions’ customers include premier quick-service restaurant chains as well as food manufacturers. In 1999, Cargill Kitchen Solutions became the first food company in the United States to receive the prestigious Malcolm Baldrige National Quality Award. In November 2005, Cargill Kitchen Solutions received the Malcolm Baldrige award for the second time.

Cargill Pork is involved in pork production, with contract operations in eight states throughout the central United States. Its PorkWorks® program works with family farmers, and is the premier pig supply program in the United States. The business operates two hog processing facilities in Illinois and Iowa. Its refrigerated boxed pork products serve food retailers, food service companies, further processors and export markets. Many of its products are branded.

Joint Venture PGLA (Joint Venture) is a joint venture partnership between Cargill and PURAC, a subsidiary of the Dutch food group CSM. PGLA produces lactic acid at its Nebraska plant for sale to its parent companies, including PURAC’s food and pharmaceutical business.

63 RISK MANAGEMENT AND FINANCIAL Black River Asset Management, an independently managed subsidiary of Cargill, is a global asset management company with 13 offices in 12 countries and more than 20 years of worldwide investment experience. Black River provides qualified investors with alternative investment strategies. It offers a wide range of developed and emerging market investment products supported by experienced investment professionals, rigorous risk processes and a well-established global infrastructure. Targeted clients include foundations, pensions, endowments, family offices and other institutional investors.

CarVal Investors LLC is among the world’s leading investors in management- and credit-intensive assets, including corporate securities (high-yield bonds, bank notes and reorganization situations), loan portfolios and real estate. The business has more than 125 investment professionals working with approximately 200 administrative, tax and legal professionals in 12 offices around the globe and is a recognized international leader in value investing.

Cargill Trade & Structured Finance works with Cargill’s commodity business units to provide financial solutions to their suppliers and customers. Its expertise in global financial markets aids in mitigating the documentary, cross-border and credit risks associated with structured trade finance. The business plays a key role in funding the global operations of Cargill through cross-border funding structures and the management of transferability and convertibility risks. In addition to structured trade finance and internal funding, it also leverages Cargill’s international trade flows to create trade structures that provide funding to emerging market- based financial institutions and corporations.

Cargill Power & Gas North America is a proprietary trader of electricity, natural gas and related energy derivatives with offices in Minneapolis and Calgary. CPGM leverages its trading and risk management capabilities by aligning with entities that own, control or seek control of energy assets including natural gas production, transportation and storage, and power transmission and generation. CPGM is one of North America’s largest physical shippers of both natural gas and power, and a provider of management services and customer solutions to Canadian gas producers and end users. CPGM also provides other Cargill business units and a growing portfolio of external customers with products and services that provide market analysis, help mitigate energy price exposures and manage the supply chain and operating margins.

Cargill Petroleum is a proprietary trader and merchandiser of crude oil, petroleum products and petroleum derivatives, with trading offices in Geneva, Minneapolis, Singapore, Shanghai and Moscow.

Cargill Global Emissions and Euro Power & Gas Trading is a proprietary trader and merchandiser of power, gas, carbon emissions certificates and their related derivatives, with trading offices in Geneva and London.

Cargill Coal, headquartered in Geneva, is a proprietary trader and merchandiser of steam coal and coal products.

Cargill Ferrous International is involved in the global trading, distribution and processing of steel mill consumables and products, including iron ore, pig iron, scrap, slabs, billets, plates, hot rolled, cold rolled, coated products, wire-rods, bars and sections. Through offices worldwide, it serves mills, processors and users. Cargill Ferrous International operates steel service centers in Indiana, Tennessee, Florida, Texas and Oklahoma. These facilities process flat-rolled steel for use by industrial manufacturers in making products such as storage tanks, lawn mowers, metal furniture and oil filters.

Cargill Risk Management helps businesses identify price risk management issues and creates tailored risk management products that are designed to mitigate price exposures and manage operating margins. To meet the risk management needs of its customers, Cargill Risk Management has three teams that focus on specific customer segments. Hedging Products tailors products to meet the needs of commercial institutions. Investor Products provides private investors, large hedge and pension funds market expertise and investment alternatives. Producer Products focuses on providing farmers and livestock producers with unique hedging and marketing alternatives. Cargill Risk Management currently has 9 offices around the world.

Cargill Biobased Polyurethanes is a bio-based polyol business focused on replacing the petrochemical-based polyol component of the polyurethanes products market with soybean oil-based polyols. Polyurethanes are used in a large number of applications including flexible foams (furniture, bedding, automotive), rigid foams (insulating buildings and refrigeration), coatings, adhesives, sealants and elastomers. The business uses tolling operations in Chicago and Brazil to produce the product and sell to both a domestic and

64 international customer base. Construction began at an existing Cargill site to build a facility that will produce soybean oil-based polyols. Completion is expected in the second quarter of fiscal 2009.

INDUSTRIAL Cargill Salt produces, packages and ships salt for the following six major market segment applications: agricultural, food, water conditioning, industrial, chemical and packaged ice control. Cargill Salt operates over 20 manufacturing/processing/warehousing locations, making salt from three major production methods including: mechanical evaporation at facilities in California, Kansas, Louisiana, Michigan, New York and Ohio, solar evaporation and harvesting from ponds in California, Oklahoma, Utah, Bonaire in the Dutch Antilles and Los Olivitos, Venezuela; and rock salt mining from underground mines in Louisiana, New York, and Ohio. Cargill Salt services a wide variety of customers ranging from home improvement, hardware, grocery, and convenience store retailers, to food makers/processors, water conditioning dealers, and food service and general wholesale distribution. Cargill Salt makes over 1,000 different salt products/package sizes and markets national and regional brands, including Diamond Crystal® branded household consumer food and water softener salt products, Champions Choice® branded agricultural products for animal feeding, as well as Cargill® and Alberger® branded specialty salt products for food manufacturing customers.

Cargill Deicing Technology mines, processes and transports bulk salt, enhanced treated salt and liquid deicers used for deicing roads. Its major customers are governmental agencies and private commercial accounts responsible for safe transportation in the snow belt regions of North America. Rock salt mines are located in Louisiana, New York and Ohio.

NatureWorks LLC offers a family of polymers derived from annually renewable resources with the cost and performance to compete with petroleum-based packaging materials and fibers. The company uses its unique manufacturing technology to create a proprietary polylactide biopolymer sold as NatureWorks® biopolymer and Ingeo® fiber brand names.

Cargill Industrial Oils & Lubricants provides high-performance, vegetable oil-based products to industrial customers in the paints and coatings, hardboard manufacturing, inks, refrigerant, oil drilling, metalworking, pharmaceuticals, textiles and specialty chemical industries. It serves customers in North America and South America from its main manufacturing sites in Chicago, Ill., and Mairinque, Brazil, and ships products from other oil refineries in the United States and Brazil. In addition, it markets the glycerin stream from the biodiesel industry, including Cargill’s plant in Iowa Falls, Iowa. European customers are served by Cargill Refined Oils Europe and IOL maintains a close relationship to service Cargill’s growing global industrial customer base.

North Star Steel (BlueScope Joint Venture) produces flat-rolled steel through a joint venture with Australia’s BlueScope Steel Ltd.

The Mosaic Company (NYSE: MOS), in which Cargill is the major investor, mines, manufactures, markets and distributes fertilizer around the world. The company offers all three of the major crop nutrition products—phosphate, potash and nitrogen—and a number of specialty products such as K-Mag® fertilizer and MicroEssentials® S15 fertilizer. Mosaic is the largest producer of processed phosphate, with significant equity interests in growing markets in China and Brazil. It also is the leading miner, processor and distributor of potash worldwide. Mosaic is the exclusive marketing agent of 1.2 million metric tons of nitrogen products and owns a 50 percent equity stake in Saskferco Products, one of the world’s most efficient nitrogen production facilities. The company’s diverse product lines are complemented by customized services, including tools for improving fertilizer application and for market forecasting. On October 1, 2008, Mosaic completed the sale of Saskferco Products.

65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following may contain forward-looking statements that reflect management’s current view with respect to future results, achievements and performance. These statements may be identified by their use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximates,” “suggests,” “intends,” “aims,” “plans,” “estimates,” or the negative of these words or other comparable terminology. Such forward-looking statements are subject to risks and uncertainties that may cause our actual results, achievements or performance to differ materially from those projected or implied. To the extent permitted by applicable law, Cargill assumes no obligation to update any forward-looking statements as a result of new information or future events.

Three months ended August 31, 2008, compared with three months ended August 31, 2007

I. OVERVIEW Cargill, headquartered in Minneapolis, Minn., is an international provider of food, agricultural and risk management products and services with 160,000 employees in 67 countries. Founded as a grain warehousing and merchandising company in 1865, Cargill today is one of the largest, privately owned companies in the world. We are committed to using our knowledge and experience to collaborate with customers to help them succeed.

A. Corporate Organization Cargill reports results from operations in five segments: Agriculture Services, Origination and Processing, Food Ingredients and Applications, Risk Management and Financial, and Industrial. Our business units operate in four geographic regions: Asia Pacific, Europe/Africa, Latin America and North America.

B. Corporate Strategy Cargill’s vision is to be the global leader in nourishing people. We carry out our vision by combining our knowledge and experience in food, agriculture and risk management to create solutions that help customers succeed. Cargill began executing our customer solutions strategy in fiscal 2000. Since fiscal 2002, we have delivered seven consecutive years of improved financial performance.

II. CONSOLIDATED REVIEW A. Financial Performance All comparative figures are for the first quarter of fiscal 2009, which ended Aug. 31, 2008, and the first quarter of fiscal 2008, which ended Aug. 31, 2007.

Consolidated summary of financial results

Three months ended Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Net earnings ...... $ 1,490 $ 917 62

Sales and other revenues ...... $36,371 $26,096 39 Total cash from operations ...... 2,639 1,494 77 Total capital investments ...... 657 592 11

Cargill earned $1.49 billion in the first quarter of fiscal 2009, up 62 percent from $917 million in the same period a year ago. Excluding earnings of $693 million from its investment in The Mosaic Company, Cargill earned $797 million, an 11 percent increase from last year.

Earnings increased significantly in two of the company’s five business segments: Origination and Processing, and Industrial. Earnings in Agriculture Services and in Food Ingredients and Applications declined slightly from the first quarter a year ago. Results in Risk Management and Financial were well below the prior year.

66 First-quarter revenues reached $36.4 billion, up $10.3 billion or 39 percent from the same period a year ago. The Industrial segment includes revenues of $4.2 billion for The Mosaic Company.

B. Significant Developments 1. Acquisitions and alliances completed No significant acquisitions were completed in the first quarter of fiscal 2009.

2. Subsequent event On Oct. 1, 2008, The Mosaic Company completed the sale of Saskferco to a subsidiary of Yara International for approximately $1.6 billion. Mosaic is entitled to one-half of the sale proceeds. Mosaic is expected to recognize a before-tax gain from the sale of approximately $675 million in the second quarter of fiscal 2009.

C. Liquidity and Capital Resources Consolidated summary of cash flow

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Total cash from operations ...... $2,639 $1,494 77 Capital investments: Property additions ...... $ 636 $ 441 44 Business acquisitions, less cash received ...... —80— Investments in nonconsolidated companies and purchase of minority interests ...... 21 71 (70) Total capital investments ...... $ 657 $ 592 11

1. Cash flow Cash flow from operations totaled $2.6 billion for the first quarter, an increase of $1.1 billion or 77 percent from a year ago. The increase is a reflection of the company’s improved profitability.

2. Capital investments No significant acquisitions were completed in the first quarter of fiscal 2009. Last year’s first-quarter acquisitions included a minority share of a coal company in Greymouth, New Zealand, and the purchase of nine grain elevators and an export terminal in Canada.

3. Debt The company’s consolidated debt is made up of the debt of Cargill, Incorporated and its consolidated subsidiaries including The Mosaic Company, a publicly traded company in which Cargill is the majority shareholder. Cargill’s total consolidated debt was $21.4 billion on Aug. 31, 2008, an increase of 6 percent from May 31, 2008.

As part of its ongoing term debt issuance program, Cargill issued a three-year floating rate note for 3.5 billion Thailand baht on Sept. 3, 2008. The U.S. dollar equivalent was $102 million. The bond was priced at 59 basis points over the 6 month LIBOR rate. Proceeds were used to replace maturing debt and for general corporate purposes.

67 Summary of debt

Aug. 31, May. 31, Increase) Percent 2008 2008 (decrease) change Dollars in millions Cargill debt excluding Mosaic: Recourse debt: Short-term ...... $ 6,427 $ 4,944 $1,483 30 Long-term ...... 11,894 12,070 (176) (1) Total recourse debt ...... $18,321 $17,014 $1,307 8 Nonrecourse debt from VIEs: Short-term ...... $ 862 $ 951 (89) (9) Long-term ...... 699 739 (40) (5) Total non-recourse debt ...... $ 1,561 $ 1,690 $ (129) (8) Cargill debt excluding Mosaic ...... $19,882 $18,704 $1,178 6 Mosaic debt: Nonrecourse to Cargill, Inc...... $ 1,472 $ 1,534 (62) (4) Other debt ...... 14 14 — — Total Mosaic debt ...... $ 1,486 $ 1,548 (62) (4)

Cargill consolidated debt ...... $21,368 $20,252 $1,116 6

Interest expense on short-term debt declined from a year ago by $60 million, or 33 percent, to $122 million in the first quarter. Interest expense on long-term debt increased by $8 million, or 4 percent, to $202 million in the first quarter. Year to date, interest expense for nonrecourse debt totaled $14 million, excluding Mosaic.

Cargill’s syndicated committed credit facility was $4.25 billion on Aug. 31, 2008. It is structured as a revolving line of credit, consisting of a $1.5 billion, 364-day facility and a $2.75 billion, 5-year facility that matures in November 2011. The syndicated facility is supplemented by $750 million of committed bilateral lines. These credit facilities provide backup liquidity to the company’s commercial paper programs.

4. Credit rating Cargill’s credit rating at Aug 31, 2008

Agency Long-term rating Short-term rating Standard & Poor’s ...... A A-1 Moody’s Investors Service ...... A2 P-1 Fitch Ratings ...... AF1 Dominion Bond Rating Service (DBRS) ...... A (high) R-1 (middle)

III. SEGMENT REVIEW Summary of net earnings by segment

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Agriculture Services ...... $ 39 $ 43 (9) Origination and Processing ...... 414 331 25 Food Ingredients and Applications ...... 233 245 (5) Risk Management and Financial ...... 14 83 (83) Industrial ...... 734 216 240 Corporate, Other and Eliminations ...... 56 (1) — Total ...... $1,490 $917 62

68 Fiscal 2009 first three months Revenues by segment Earnings by segment

Food Ingredients and Applications 16% Origination and Processing 37% Origination and Processing 28% Agriculture Services 9% Agriculture Services 3% Corporate, Other and Elims 1%

Industrial 12% Corporate, Other and Elims 3%

Risk Management and Financial 4% Risk Management and Financial 1% Food Ingredients and Applications 37% Industrial 49%

Summary of sales and other revenues to unaffiliated customers by segment

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Agriculture Services ...... $ 3,335 $ 2,166 54 Origination and Processing ...... 13,534 9,544 42 Food Ingredients and Applications ...... 13,570 11,074 23 Risk Management and Financial ...... 1,450 1,092 33 Industrial ...... 4,435 2,157 106 Corporate, Other and Eliminations ...... 47 63 (27) Total ...... $36,371 $26,096 39

A. Agriculture Services Agricultural Services provides crop and livestock producers worldwide with customized farm services and products.

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Revenues ...... $3,335 $2,166 54 Earnings ...... 39 43 (9)

Segment earnings declined $4 million from last year’s first quarter. Revenues rose 54 percent to $3.3 billion.

Strong operating results in Cargill Animal Nutrition were tempered by losses on grain futures positions as the agricultural commodities markets reversed their upward trend during the quarter. Net earnings were moderately below last year for the same period.

Strong demand and higher prices for fertilizer and crop protection products brought operating results well above last year in the North American AgHorizons businesses. Last year’s somewhat better results overall resulted from one-time gains on business disposals.

The Frontier Agriculture joint venture benefited from good grain margins amid ongoing volatility in agricultural commodities markets. Firm demand for crop inputs contributed to strong results but also spurred price competition. That brought first-quarter results moderately below last year for the same period.

69 B. Origination and Processing Origination and Processing connects producers and users of grain, oilseeds and other agricultural commodities through origination, processing, marketing and distribution services.

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Revenues ...... $13,534 $9,544 42 Earnings ...... 414 331 25

The segment was the second-largest contributor to first-quarter earnings, with results up $83 million or 25 percent from last year’s strong performance. With agricultural commodity prices higher than a year ago, revenues increased $4 billion from the same period a year ago.

Significant volatility buffeted agricultural commodities markets in the first three months of the fiscal year, prompted by a number of factors including uncertainty surrounding weather and the condition of U.S. crops after the Iowa floods, the Argentine farmers’ strike in June, and growing concerns about a possible global economic slowdown. The freight markets also remained volatile during the quarter, with an oversupply of ocean vessels seeking cargos leading to falling prices in August. The 13 Cargill Grain and Oilseed Supply Chain businesses generally captured the market trends and generated a financial performance that was moderately above last year’s strong results.

Cargill Cotton took advantage of opportunities in the volatile markets to gain market share and generate solid earnings, compared with a loss last year for the same period.

Volatile sugar and ethanol markets provided trading opportunities in Cargill Sugar, which posted earnings more than quadruple last year’s first quarter. The distribution operations, however, faced declining local market prices and lower earnings.

C. Food Ingredients and Applications Food Ingredients and Applications serves food makers, food service companies and retailers with food and beverage ingredients, meat and poultry products, and new food applications.

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Revenues ...... $13,570 $11,074 23 Earnings ...... 233 245 (5)

Segment earnings declined $12 million or 5 percent from the first quarter a year ago. Revenues increased by $2.5 billion or 23 percent in the first quarter.

1. Food ingredients Earnings in the food businesses were down slightly compared with the year-ago period.

The flooding in Iowa in June significantly impacted Cargill’s corn processing facilities in Cedar Rapids. The plant, which produces a large share of the corn syrup and starch products in Corn Milling North America, suffered extensive damage. The plant was rebuilt and is expected to restart production fully in the second quarter. Volatility in agricultural commodity markets also impacted results negatively. Conversely, ethanol sales volumes rose with the start-up of the Blair, Neb., ethanol expansion.

Rising raw material and energy costs squeezed margins in Cargill Starches and Sweeteners Europe. Lower sales volumes added to the decline in earnings compared with strong results in the first quarter last year.

Cargill Malt posted improved earnings compared with last year’s first quarter. Solid margins more than offset higher energy costs and somewhat weaker sales volumes.

Increasing consumer purchasing power continued to boost demand for food products, producing higher sales prices and better margins in Cargill Foods Venezuela. First-quarter earnings were well ahead of last year.

70 2. Animal protein The animal protein businesses had mixed results in the first quarter, but overall earnings were up moderately from the same period last year.

Cargill Beef performed significantly better than last year, supported by improved beef demand from U.S. retailers featuring economical consumer cuts in June and July. The domestic market softened in August, but improved export sales volumes helped maintain margins.

Higher raw material costs and the dollar devaluation against the Brazilian real contributed to a loss in Cargill Meats Brazil.

Rising pork demand during July positively impacted earnings in Cargill Pork, although prices retreated in August alongside market concerns that export demand would decline. Plant production levels were near capacity by the end of the quarter.

Cargill Value Added Meats—Retail was hurt by higher raw material and energy costs. Although pricing increases were initiated, they did not keep pace with rising costs.

D. Risk Management and Financial Risk Management and Financial provides customers and Cargill with risk management and financial solutions in world markets.

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Revenues ...... $1,450 $1,092 33 Earnings ...... 14 83 (83)

Segment earnings declined $69 million from the prior year.

CarVal Investors experienced the same downdrafts affecting the entire U.S. housing market. In June, CarVal recorded a large write-down on its investments in the fund that invests in U.S. residential real estate. Cargill’s investment in that fund is smaller than in CarVal’s other investment vehicles, which performed well. Real estate asset sales from the proprietary portfolio also remained slow. CarVal continued to seek good value opportunities in the depressed real estate market.

Investment losses in funds managed by Black River Asset Management reflected the difficult investment environment. Negative investment returns reduced the value of assets under management, which in turn reduced asset management fees.

Net earnings in Cargill Ferrous International were significantly above last year for the quarter. Worldwide demand for iron ore, pig iron and steel scrap in the first half of the quarter pushed up replacement costs for hot rolled steel coil. Although U.S. demand for steel was level, imports were limited and inventories relatively low. As a result, steel prices rose and widened margins in Cargill’s U.S. steel service centers. A downturn in steel prices in August dented profits in steel trading activities.

Cargill Petroleum positioned correctly to generate strong profits in the first quarter in volatile oil markets, including a sharp market correction in July. A healthy global supply situation and easing of demand in key countries signaled the bearish trend that Petroleum was able to capture.

Following the crude oil markets, coal markets were very volatile. Cargill Coal earned significantly more than last year for the same period, reflecting solid supply and demand analysis and disciplined position management in volatile markets.

In the first quarter, Cargill Power & Gas Markets North America delivered significantly higher earnings compared with the prior year. The improvement resulted from focused trading strategies and from managing physical flows, transmission and transportation adeptly in volatile markets.

71 E. Industrial The industrial segment supplies customers with fertilizer, salt, steel and industrial uses for agricultural feedstocks.

Aug. 31, Aug. 31, Percent 2008 2007 change Dollars in millions Revenues ...... $4,435 $2,157 106 Earnings ...... 734 216 240

Segment earnings and revenues were up substantially, due largely to strong results from Cargill’s investment in The Mosaic Company. Cargill earned $693 million from its investment in The Mosaic Company in the first quarter of fiscal 2009 compared with $201 million in the same period a year ago.

Earnings in the steel joint venture benefited from higher sales prices and sales volumes. Those gains more than offset higher raw material costs.

Strong performance across all product lines lifted earnings in Cargill Industrial Oils & Lubricants. Glycerin sales volumes exceeded expectations, although the market had softened in recent months. More utility companies are moving toward sustainable “green” solutions, which IOL provides through its vegetable oil-based transformer fluid products.

IV. OTHER OPERATING MATTERS A. Business Disposals Business disposals in the first quarter of fiscal 2009 included the sale of Cargill’s animal nutrition operations in Brazil. Proceeds from the 2009 business disposals totaled $48 million with gains of $3 million, net of tax. Business disposals in the first quarter of fiscal 2008 included the sale of a biofuels investment and liquidations in Cargill’s venture capital portfolio. Proceeds from the 2008 disposals totaled $78 million with gains of $43 million, net of tax.

B. Litigation Summary On August 22, 2005, the Oklahoma attorney general filed a citizen suit against poultry producers with grower operations located in Oklahoma and Northwest Arkansas. The attorney general is claiming legal causes of action under the federal Solid Waste Disposal Act, Oklahoma statutes and common law torts (nuisance, etc.). The attorney general’s basic claim is the named plaintiffs are responsible for causing various types of environmental and biological harm to the rivers, lakes and waterways of the state of Oklahoma and, specifically, in the Illinois River Watershed (the “IRW”). The attorney general alleges these damages arise from the industry’s practice of spreading poultry litter as a fertilizer product. Cargill does not land apply poultry litter regularly; however, its contract growers do land apply. The suit seeks to hold the poultry industry responsible for the actions of its contract growers. Both Oklahoma and Arkansas have enacted regulations covering the spread of animal wastes and require farmers to file a soil nutrient management plan with state regulators prior to spreading litter.

Cargill has been working with the other named defendants to jointly defend the legal issues, but it also has attempted to individually negotiate directly with the state to settle Cargill out of the case. Of the five major potential defendants, Cargill is by far the smallest player, with 5 percent of poultry farms. Cargill’s negotiations are being led by Judge Claire Egan, the Chief District Federal Judge in Northern Oklahoma, and have included offers to remove litter from the affected Oklahoma watersheds in the future. The state currently claims over $1 billion in joint and several damages from the group of defendants in the IRW, and claims damages to multiple other watersheds. Cargill is jointly and individually preparing to defend this action. Discovery in this matter commenced in the spring of 2006 and continues to the present. There have been multiple motions and orders related to discovery practice.

In November 2007, the state filed a motion for a preliminary injunction to enjoin the poultry companies from spreading litter in the watershed. To support the motion, the state claimed a health “emergency” had arisen from the practice. The court heard an expedited motion during a two-week hearing in March 2008 and issued a ruling on September 29, 2008, which denied the state’s injunction request. For purposes of this motion, which focused on alleged human health effects rather than alleged environmental effects of land application of litter, the judge found that the state was not able to meet the high threshold of proof needed to show that the waters of the

72 IRW contain bacteria caused by poultry litter application. Significantly, the court found the science expert work to be unreliable, because the work had not been validated outside of the lawsuit and it has not been peer reviewed or published. The court also concluded that the state had failed to show causation (basically because other waters in Oklahoma are no different than the IRW and because there are clearly other biological sources such as cattle and humans in the IRW). Since the March hearing, the state has been attempting to have their expert’s work published and “peer reviewed.”

The outcome of any litigation is not predictable with certainty, or subject to the company’s control. However, it is the opinion of management that any ultimate liability in any known litigation against the company has been provided for in, or will not have a material adverse effect on, our consolidated financial condition, cash flows or results of operations.

For the year ended May 31, 2008, compared with the year ended May 31, 2007

I. OVERVIEW Cargill, headquartered in Minneapolis, Minn., is an international provider of food, agricultural and risk management products and services with 160,000 employees in 67 countries. Founded as a grain warehousing and merchandising company in 1865, Cargill today is one of the largest, privately owned companies in the world. We are committed to using our knowledge and experience to collaborate with customers to help them succeed.

A. Corporate Organization Cargill reports results from operations in five segments: Agriculture Services, Origination and Processing, Food Ingredients and Applications, Risk Management and Financial, and Industrial. Our business units operate in four geographic regions: Asia Pacific, Europe/Africa, Latin America and North America.

B. Corporate Strategy Cargill’s vision is to be the global leader in nourishing people. We carry out our vision by combining our knowledge and experience in food, agriculture and risk management to create solutions that help customers succeed. Cargill began executing our customer solutions strategy in fiscal 2000. Since fiscal 2002, we have delivered seven consecutive years of improved financial performance.

II. CONSOLIDATED REVIEW A. Financial Performance Consolidated summary of quarterly financial results

Three months ended May 31, May 31, Percent 2008 2007 Change Dollars in millions Earnings from continuing operations ...... $ 744 $ 628 18 Gain on sale of discontinued operations, net of tax ...... 310 — — Net earnings ...... $ 1,054 $ 628 68

Sales and other revenues ...... $35,310 $24,311 45

Fourth quarter: Cargill earned $744 million in the fiscal 2008 fourth quarter, up 18 percent from $628 million in the same period a year ago. An additional $310 million gain on the sale of discontinued operations brought fourth-quarter net earnings to $1.05 billion.

Among Cargill’s five business segments, fourth-quarter earnings were led by the Origination and Processing and the Industrial segments, both of which were up substantially from the same period a year ago. Earnings in the Agriculture Services, Food Ingredients and Applications, and Risk Management and Financial were below the year-ago levels for the three segments.

Fourth-quarter revenues reached $35.3 billion, up $11 billion or 45 percent, from the same period a year ago.

73 Consolidated summary of quarterly financial results

Year ended May 31, May 31, May 31, 2008 2007 2006 Dollars in millions Net earnings from continuing operations ...... $ 3,641 $ 2,343 $ 1,537 Gain on sale of discontinued operations, net of tax ...... 310 — — Net earnings ...... $ 3,951 $ 2,343 $ 1,537

Sales and other revenues ...... $120,439 $88,266 $75,208 Total cash from operations ...... 7,012 3,965 3,318 Total capital investments ...... 2,853 2,386 3,047

Full year: For the full fiscal year, Cargill earned $3.64 billion, a 55 percent increase from $2.34 billion a year ago. An additional $310 million gain from the sale of discontinued operations in the fourth quarter brought fiscal 2008 net earnings to $3.95 billion, the sixth consecutive year of record financial performance.

Fiscal 2006 earnings of $1.54 billion included a $190 million noncash charge to Cargill’s net earnings, which represented the company’s share of a restructuring charge taken by The Mosaic Company related to its phosphate fertilizer business.

For the full year, earnings were led by Origination and Processing, which increased results substantially from last year’s record level. The Industrial segment, which includes Cargill’s investment in The Mosaic Company, also posted exceptionally strong earnings. Both the Agriculture Services and Food Ingredients and Applications segments were well ahead of last year. Earnings in Risk Management and Financial declined moderately from last year’s high, though outstanding performances in several areas reflected the segment’s diversification.

Revenues for the full year rose 36 percent to $120.4 billion, an increase of $32.2 billion. All five segments reported increased revenues for the year, with about half the increase attributed to the Origination and Processing segment.

B. Significant Developments 1. Acquisitions and alliances completed The following acquisition was completed in the fourth quarter of fiscal 2008: • On March 31, 2008, Cargill Meat Solutions acquired certain assets of Willow Brook Foods, a turkey processor with facilities in Missouri and Minnesota.

The following acquisition was completed in the third quarter of fiscal 2008: • On Jan. 4, 2008, Cargill acquired the stock of Freeman’s of Newent, a chicken processing business located in the United Kingdom in Gloucestershire. The acquisition supports Cargill’s global animal protein strategy, including its intent to expand poultry operations in Europe.

The following acquisitions and investments were completed in the second quarter of fiscal 2008: • On Oct. 17, 2007, Cargill and Robinson Steel formed Cargill Robinson joint venture. It will produce and distribute branded sheet and plate steel. The venture jointly owns a production facility in Granite City, Ill. • On Oct. 18, 2007, Cargill completed the purchase of full ownership of Agrograin, a Hungarian grain company. Cargill had acquired a minority interest and formed a joint venture in 1995. The acquisition is intended to enlarge Cargill’s grain origination capacity in Central and Eastern Europe. • On Nov. 27, 2007, Cargill formed a joint venture with Spanish cooperative Hojiblanca to source, trade and supply olive oils to customers worldwide.

74 The following acquisitions were completed in the first quarter of fiscal 2008: • On June 27, 2007, Cargill purchased a 49 percent share of Spring Creek Mining, a coal company in Greymouth, New Zealand. • Cargill purchased nine grain elevators and an export terminal in Canada from Saskatchewan Wheat Pool. The transaction, which included an exchange of assets in addition to cash, was completed on June 29, 2007.

2. Subsequent events In June 2008, the Iowa flood significantly impacted three Cargill processing facilities in Cedar Rapids. The corn milling plant was under water and suffered extensive damage; measures were taken to protect the two soybean plants before the shutdown and one has since re-opened. Losses are being assessed, but are not anticipated to have a material effect on the fiscal 2009 consolidated financial statements.

On July 14, 2008, the The Mosaic Company and another investor announced a definitive agreement to sell Saskferco to Yara International ASA for approximately $1.6 billion. The transaction is subject to customary closing conditions and regulatory approvals. The closing is expected in the third calendar quarter of 2008. Mosaic’s share of the sale proceeds is expected to be approximately $800 million and the transaction is expected to result in a gain.

C. Liquidity and Capital Resources Consolidated summary of cash flow

Year ended May 31, May 31, May 31, 2008 2007 2006 Dollars in millions Total cash from operations ...... $7,012 $3,965 $3,318 Capital investments: Property additions ...... $2,491 $1,970 $1,863 Business acquisitions, less cash acquired ...... 165 210 1,021 Investments in nonconsolidated companies and purchase of minority interest ..... 197 206 163 Total capital investments ...... $2,853 $2,386 $3,047

1. Cash flow Cash flow from operations totaled $7.01 billion in fiscal 2008, an increase of $3.05 billion or 77 percent from a year ago. The increase primarily reflected the company’s improved profitability.

2. Capital investments In fiscal 2008, Cargill reinvested a majority of its cash flow in food ingredient and supply chain capabilities aimed at better serving customers in food, agriculture and risk management.

Business acquisitions, less cash received, were $165 million in fiscal 2008. Acquisitions and investments completed in the current year are discussed in Section II.B.1.

Property additions equaled $2.49 billion in fiscal 2008. Of that, base level spending totaled $599 million, excluding the fertilizer business. These are expenditures that maintain or enhance existing capacity and facilities. They reflect Cargill’s commitment to maintaining the company’s core assets, and its safety and environmental standards.

In fiscal 2007, business acquisitions, less cash received, were $210 million. The larger acquisitions included LNB International Feed, a Dutch manufacturer and exporter of animal nutrition products; a soybean crush plant in China; The J.M. Smucker Company’s Canadian grain-based food service and industrial businesses; a feed milling and wholesale products business based in Casa Grande, Ariz., and the majority of the shares of a sugar cane mill and distillery in Brazil.

75 3. Debt The company’s consolidated debt is made up of the debt of Cargill, Incorporated and its consolidated subsidiaries including The Mosaic Company, a publicly traded company in which Cargill is the majority shareholder. Cargill total consolidated debt was $20.3 billion on May 31, 2008, a decrease of 10 percent from Feb. 29, 2008.

As part of its ongoing term debt issuance program, Cargill issued a three-year floating rate note for 2.5 billion Mexican pesos on March 25, 2008. The U.S. dollar equivalent was $233.6 million. The bond was priced at 15 basis points over the 28 day TIIE (the benchmark interbank interest rate used in Mexico). On April 14, 2008, Cargill issued a. €500 million euro-denominated note with a 7-year maturity. The U.S. dollar equivalent was $738 million. The note was priced at 1.87 percent over the interest rate swap curve to yield 6.39 percent, including fees. Proceeds were used to replace maturing debt, pay off short-term debt and for general corporate purposes.

Summary of debt as of:

Year ended May 31, Feb. 29, Increase Percent 2008 2008 (decrease) change Dollars in millions Cargill debt excluding Mosaic: Recourse debt: Short-term ...... $ 4,944 $ 7,385 $ (2,441) (33) Long-term ...... 12,070 11,564 506 4 Total recourse debt ...... $17,014 $18,949 $ (1,935) (10) Nonrecourse debt from VIEs: Short-term ...... $ 951 $ 699 $ 252 36 Long-term ...... 739 1,286 (547) (43) Total nonrecourse debt ...... $ 1,690 $ 1,985 $ (295) (15) Cargill debt excluding Mosaic ...... $18,704 $20,934 $ (2,230) (11) Mosaic debt: Nonrecourse to Cargill, Inc...... $ 1,534 $ 1,634 $ (100) (6) Other debt ...... 14 14 — — Total Mosaic debt ...... $ 1,548 $ 1,648 $ (100) (6)

Cargill consolidated debt ...... $20,252 $22,582 $ (2,330) (10)

Interest expense on short-term debt increased from a year ago by $165 million, or 36 percent, to $624 million for the year. The increase reflected a rise in short-term interest rates and average short-term debt outstanding during the year. Interest expense on long-term debt increased by $135 million, or 20 percent, to $821 million for fiscal 2008. In fiscal 2008, interest expense for nonrecourse debt totaled $57 million, excluding Mosaic. Total interest expense on debt for The Mosaic Company was $137 million.

Cargill’s syndicated committed credit facility was $4.25 billion on May 31, 2008. It is structured as a revolving line of credit, consisting of a $1.5 billion, 364-day facility and a $2.75 billion, 5-year facility that matures in November 2011. The syndicated facility is supplemented by $750 million of committed bilateral lines. These credit facilities provide backup liquidity to the company’s commercial paper programs.

4. Credit rating Cargill’s credit rating summary at May 31, 2008

Agency Long-term rating Short-term rating Standard & Poor’s ...... A A-1 Moody’s Investors Service ...... A2 P-1 Fitch Ratings ...... AF1 Dominion Bond Rating Services (DBRS) ...... A (high) R-1 (middle)

76 III. SEGMENT REVIEW Summary of net earnings by segment (excluding the special item related to The Mosaic Company in fiscal 2006)

Year ended May 31, May 31, May 31, 2008 2007 2006 Dollars in millions Agriculture Services ...... $ 195 $ 130 $ 131 Origination and Processing ...... 1,549 517 458 Food Ingredients and Applications ...... 740 468 292 Risk Management and Financial ...... 545 798 693 Industrial ...... 1,361 369 183 Corporate, Other and Eliminations ...... (439) 62 (30) Total including discontinued operations ...... $3,951 $2,343 $1,727

Net earnings by segment

4,500 Agriculture Services 4,000 3,500 Origination and Processing 3,000 Food Ingredients and Applications 2,500 2,000 Risk Management and Financial 1,500

Industrial 1,000 500 Corporate/Other 0 (500) (Dollars in millions) 2008 2007 2006

Summary of sales and other revenues to unaffiliated customers by segment

Year ended May 31, May 31, May 31, 2008 2007 2006 Dollars in millions Agriculture Services ...... $ 11,052 $ 7,161 $ 5,989 Origination and Processing ...... 46,953 30,782 24,486 Food Ingredients and Applications ...... 46,353 38,343 34,679 Risk Management and Financial ...... 5,064 4,986 3,759 Industrial ...... 10,808 6,612 6,061 Corporate, Other and Eliminations ...... 209 382 234 Total ...... $120,439 $88,266 $75,208

77 A. Agriculture Services

Percent of Earnings Segment Description Net Earnings Performance

195

Agriculture Services provides crop and livestock 5% producers worldwide with customized farm services 131 and products. 130

2008 2007 2006

Segment earnings grew $65 million in fiscal 2008, an increase of 50 percent from the prior year. Revenues exceeded the prior year level by $3.9 billion or 54 percent.

Earnings in Cargill Animal Nutrition were down slightly from last year due primarily to underperformance in its Brazilian operations. These facilities were sold in June 2008. Despite higher commodity costs that challenged many parts of its global operations, overall operating performance was strong, with much improved results in the United States and in parts of Asia.

Crop inputs margins and earnings increased in Cargill AgHorizons Canada. The improvement reflected the business unit’s advance purchases of lower-cost crop input materials and large increases in the sales prices of fertilizer. Grain margins also were slightly higher than last year.

Tighter grain margins hampered earnings in Cargill AgHorizons United States in the fourth quarter. Also in the fourth quarter, the business temporarily stopped buying farmers’ grain for deferred delivery and reduced its inventory levels to trim interest costs and debt levels. Favorable margins in the first three quarters held year-to-date earnings near last year’s strong results.

Frontier Agriculture Limited, the joint venture located in the United Kingdom, benefited from crop- inputs sales and high grain margins. It posted strong earnings growth for the year.

B. Origination and Processing

Segment Description Percent of Earnings Net Earnings Performance

1,549 Origination and Processing connects producers 39% and users of grain, oilseeds and other agricultural commodities through origination, 517 458 processing, marketing and distribution services.

2008 2007 2006

Segment earnings rose to a record $1.55 billion, an increase of $1.03 billion or nearly three times last year’s results. The segment’s connection of global supply-and-demand analysis and risk management with a broadening network of handling and processing assets has resulted in seven years of strong performance. Fiscal 2008 net revenues rose $16.2 billion or 53 percent.

High and volatile prices in global agricultural commodity markets were fueled by increased demand for food, feed and biofuels, escalating energy costs and poor weather in key grain production regions. Expanding global trade also boosted demand for vessel space, which triggered higher prices and price volatility in ocean freight markets. Supported by its global asset footprint, supply-and-demand analysis and risk management capabilities, the Cargill Grain & Oilseed Supply Chain group of businesses delivered record earnings in fiscal 2008.

78 Cargill Cotton generated modest profits for the year despite fewer U.S. export opportunities and weaker demand from the retail clothing industry. That compared with a moderate loss last fiscal year. China continued to be a major cotton buyer, but originated a significant portion of purchases from India rather than its traditional sources. The business also faced a difficult environment in Africa, with weather-impacted smaller crops and political instability in Zimbabwe.

Earnings strengthened in the fourth quarter as Cargill Sugar captured favorable trading returns. That added to solid earnings for the year compared with losses last year. Growth in the container business, which provides smaller-volume buyers an alternative to the standard large-vessel bulk sugar shipments, contributed significant profits. The distribution businesses, driven by the operations in Russia, enhanced results.

C. Food Ingredients and Applications

Segment Description Percent of Earnings Net Earnings Performance

740 Food Ingredients and Applications serves food makers, food service companies and retailers 468 with food and beverage ingredients, meat and 292 poultry products, and new food applications. 19%

2008 2007 2006

Segment earnings grew significantly to $740 million, an increase of 58 percent from the prior year’s results. A majority of the segment’s business units contributed to the improved results. Revenues increased by $8 billion or 21 percent in fiscal 2008.

1. Food ingredients In fiscal 2008, the food businesses in all four geographic regions increased earnings over last year.

Strong sales prices outpaced rising raw material and energy costs for most of the fiscal year in Cargill Sweeteners & Starches Europe. The business more than doubled earnings compared with last year. Operating results in the fourth quarter, however, were challenged by rising costs, a weak U.S. dollar and competitive pressure.

Leveraging its barley origination programs, Cargill Malt was able to source high-quality barley at a time when world supplies were tight due to competing demand for biofuel feedstocks. Relative to the short malt supply, increased demand from brewers led to stronger margins and substantially higher earnings.

In a turnaround from last year’s loss, Cargill Foods Russia delivered robust profits in fiscal 2008. Increased capacity utilization and better sales prices for syrups, starches and vegetable oils tempered rising input costs.

Earnings in Cargill Chocolate & Cocoa were down from the prior year’s strong results. The decline was caused by the outsized volatility in cocoa markets, which ended the year near 20-year price highs. Buyers were reluctant to book new sales at the higher prices and held inventory levels to a minimum. Sales volumes for chocolate also dropped in a competitive environment as raw material costs increased.

Cargill Starches & Sweeteners Brazil generated strong earnings compared with a loss in the prior year (which included an impairment in the acidulants business). In fiscal 2008, a larger grind volume decreased per-unit corn costs, which increased margins on corn products. The acidulants product line also had better volumes and margins.

Volatility in commodity markets generated trading opportunities that helped offset the higher cost of raw materials in Cargill Foods Brazil. Additionally, a better economy and stronger currency in Brazil stimulated domestic consumption for more value-added products. That resulted in higher margins and earnings in fiscal 2008, which in turn allowed the business to increase brand investments and consolidate its market position.

79 Cargill Foods Venezuela improved performance substantially from last year’s loss. The business focused on a higher-margin product mix that served a growing demand for food products and stronger purchasing power of consumers. It also utilized Cargill’s global supply chain to maintain a reliable supply of raw materials in rising, volatile markets.

Customer demand for healthier oils drove up sales volumes and profits in Cargill Specialty Canola Oils. Additional revenues were realized from seed sales as more acreage was planted with canola to meet the growth in demand.

Volatility in wheat markets provided opportunities for Horizon Milling to capture strong merchandising gains during the year. Operational volumes and margins were solid and in line with expectations.

Strong margins in three product lines—sweeteners, specialty feed and corn oil—contributed to a solid performance in Cargill Corn Milling North America, though earnings overall were slightly below last year’s results. Rising agricultural commodity prices provided beneficial merchandising opportunities. Ethanol results were moderated by higher corn costs and lower sales prices as new industry capacity came on line.

Continued focus on a profitable sales mix and cost management, plus good trading gains, produced strong earnings for Cargill Refined Oils India compared with a loss in the prior year. In the fourth quarter, actions taken by the Indian government to stem food inflation domestically created market uncertainty, which adversely impacted Refined Oil’s operating results. The impact was more than offset by a gain on the sale of an oil refinery during the quarter.

Although quarterly earnings bested last year for the same period, full-year earnings in Cargill Toshoku were slightly below last year. Strong sales margins for dairy, beverage and cocoa products contributed solid results. Sales volumes for ethanol declined due to competitive pricing pressure in Asia.

2. Animal protein The animal protein businesses posted a moderate increase over last year’s results.

Cargill Beef delivered substantially better earnings in the fourth quarter compared with the same period a year ago. Improved U.S. retail demand enhanced processing margins, although rising grain costs hurt the cattle- feeding operations.

Cargill’s poultry and pork business in Brazil generated positive earnings for the year compared with losses last year. Higher production volumes, better sales prices, and solid cost and risk management contributed to the improved results. The poultry businesses in Europe and Thailand posted significantly improved earnings compared with the prior year. Strong sales prices more than offset rising feed ingredient costs.

In March 2008, a fire heavily damaged Cargill Value Added Meats’ processing plant in Booneville, Ark., which hurt the business unit’s fourth-quarter results. Other events that impacted fiscal year performance negatively included start-up costs associated with the acquisition of Willow Brook Foods, a ground beef recall at the Butler, Wis., foodservice plant, as well as higher raw material and energy costs.

After 12 consecutive years of improved performance, earnings declined in Cargill Kitchen Solutions. Record-high egg prices and rising corn and soybean meal prices squeezed margins and moderated results.

3. Food system design Overall, the group matched last year’s results.

Margins improved in the hydrocolloids, lecithin and starches product lines in Cargill Texturizing Solutions despite rising raw material and energy costs, and competitive pressure in hydrocolloids. The business was not yet profitable, but reduced its loss compared with last year.

Similar to other companies in the industry, Cargill Cocoa & Chocolate North America struggled with rising raw materials costs. This year’s loss included asset impairment charges taken in the fourth quarter.

Cargill Juice North America discontinued fruit processing operations in May 2007 at its Florida facilities. The Dade City, Fla., terminal was sold in December 2007 for a small gain and the food service product line was sold in May 2008. The business is expected to fulfill remaining customer obligations through December 2008.

80 Cargill Health & Nutrition incurred higher-than-expected expenses as it prepared for the July 2008 launch of Truvia™ natural sweetener, a zero-calorie sweetener made from the best-tasting part of the stevia leaf. The tabletop sweetener is aimed at retail customers. The business unit’s losses were higher than a year ago. The business continues to focus on launching new products in the health and wellness sector of the food industry.

D. Risk Management and Financial

Segment Description Percent of Earnings Net Earnings Performance

798 693 545 Risk Management and Financial provides customers and Cargill with risk management 14% and financial solutions in world markets.

2008 2007 2006

Segment earnings declined $253 million, or 32 percent, from the prior year.

In fiscal 2007, CarVal Investors restructured its investment business to form affiliated private investment funds, and sold the more attractive assets from its proprietary portfolio at substantial gains. The turbulence in financial and credit markets in fiscal 2008 made it difficult for CarVal Investors to harvest residual assets profitably. For the most part, Cargill’s investments in CarVal’s funds generated modest returns. CarVal recognized a $310 million after-tax gain on the sale of its interest in a U.K. gas-fired power plant, its largest asset, in April 2008; the net gain was classified as discontinued operations although it is included in the segment net earnings. Although CarVal’s earnings were moderately below last year’s record profits, it remained a significant contributor to Cargill’s earnings overall including the gain from the sale of discontinued operations.

This year’s disarray in capital markets also led to a decline in investment income from funds managed by Black River Asset Management. Fee income remained strong.

Cargill Ferrous International turned in a record performance. It took advantage of international trading opportunities created by strong global demand, particularly from China, for iron ore and raw materials used in steel production (pig iron and steel scrap). The weak U.S. dollar held steel imports to the United States in check, which lifted U.S. steel prices in the latter part of the fiscal year. Because sales prices rose faster than replacement costs, margins strengthened in Cargill’s steel service centers.

Demand for coal has risen as developing countries, especially in Asia, become more industrialized. China, formerly a net exporter of coal, has become a net importer, adding strain to global supplies. Price and price volatility were heightened by actions of financial institutions in commodities markets, including coal. Cargill Coal delivered substantial earnings by utilizing its global supply-and-demand analysis capabilities to manage coal positions in a tight, volatile market.

Cargill Power & Gas North America was profitable in fiscal 2008, compared with a loss last year. Power earnings were strong as physical and transmission flows were managed successfully relative to volatile weather and the narrowing of transmission spreads between the United States and Canada. Results for natural gas were mixed but improved from a year ago.

Historically high energy prices, market apprehension about a potential U.S. recession and U.S. currency moves led to volatile markets and a small fourth-quarter loss in Cargill Petroleum. Earnings for the year remained solid, although well below last year’s record results.

81 E. Industrial

Segment Description Percent of Earnings Net Earnings Performance

1,361

The Industrial segment supplies customers with fertilizer, salt, steel and industrial uses for 34% agricultural feedstocks. 369 183

2008 2007 2006

Segment earnings reached $1.36 billion for the year, largely due to Cargill’s majority investment in The Mosaic Company. In fiscal 2008, Mosaic posted exceptionally strong earnings.

Cargill’s salt mines produced record tonnage as harsh winter weather in the Ohio Valley and northeastern United States increased demand for deicing products. This combination of supply and demand allowed Cargill’s salt businesses to realize record sales volumes and profits in fiscal 2008. Strong growth in evaporated salt products also added to results.

Fourth-quarter earnings were up significantly in the steel manufacturing joint venture as steel sales prices increased, supplies tightened and demand held firm. Higher raw material and energy costs held full-year results below the prior year.

Cargill Industrial Oils & Lubricants delivered a strong performance in fiscal 2008, buoyed by rising sales prices for vegetable oil-based products and good demand. Working with other Cargill businesses, it enhanced offerings to strategic customers by incorporating risk management services with its products.

IV. OTHER OPERATING MATTERS A. Business Disposals Business disposals during 2008 included various investments in nonconsolidated companies. Proceeds from the 2008 disposals were $161 million with gains of $81 million, net of tax. Cargill did not have any significant business disposals in fiscal 2007.

B. Discontinued Operations On Apr. 25, 2008, Cargill sold its 69 percent equity interest in a U.K. gas-fired power plant, CarVal Investors’ largest asset. The gain on the sale of $477 million before tax and $310 million after tax is reported as discontinued operations in the consolidated statement of earnings.

C. Asset Impairment Charges Cargill periodically evaluates the carrying value of long-lived assets, including goodwill and other intangible assets, when events and circumstances indicate the carrying value may not be recoverable. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Impairments during fiscal 2008 and 2007 include food processing assets in Brazil, North America and Europe. Restructuring charges were also recorded to cover exit and employee severance costs related both to assets to be sold and assets to be held and used. Impairment and restructuring charges in 2008 totaled $79 million after tax, and, in 2007, were $60 million after tax.

D. Litigation Summary In 2005, the Oklahoma Attorney General filed a citizen suit against poultry producers with grower operations located in Oklahoma and Northwest Arkansas. Specifically, the Oklahoma Attorney General is claiming legal causes of action under the federal Solid Waste Disposal Act, Oklahoma statutes and common law torts (nuisance, etc.). The basic claim has been that the named parties are responsible for causing various types of

82 environmental and biological harm to the rivers, lakes and waterways of the State of Oklahoma—and alleges that these damages arise from the industry’s practice of spreading poultry litter as a fertilizer product. Cargill does not regularly land-apply poultry litter, however, our contract growers do land apply. The suit seeks to hold the poultry industry responsible for the actions of our contract growers. Both Oklahoma and Arkansas have enacted regulations covering the spread of animal wastes and require farmers to get a soil nutrient management plan on file with state regulators prior to spreading litter.

The state claims over $500 million in joint and several damages from the group of defendants. Cargill has been working with the other named defendants to jointly defend the legal issues, but also has attempted to individually negotiate directly with the state to settle Cargill out of this case; of the five major potential defendants, we are the smallest player with 5 percent of the poultry farms. Our negotiations have included offers to remove litter from the affected Oklahoma watersheds in the future. The complaint was served on Cargill on Aug. 22, 2005. Discovery in this matter commenced in the spring of 2006 and continues to the present. There have been multiple motions and orders related to discovery practice. In November 2007, the state filed a motion for a preliminary injunction to enjoin the poultry companies from spreading litter in the watershed. To support the motion, the state claimed a health “emergency” had arisen from the practice. The court heard an expedited motion during a two-week hearing in March 2008. It was expected that the judge would rule in a matter of days; however, the decision is pending. The current scheduling order lists a trial date in mid-2009.

The outcome of any litigation is not predictable with certainty, or subject to the company’s control. However, it is the opinion of management that any ultimate liability in any known litigation against the company has been provided for in, or will not have a material adverse effect on, our consolidated financial condition, cash flows or results of operations.

83 DIRECTORS

Cargill, Inc. has operated as a privately-owned business since its founding in 1865. Descendants of the founding families still maintain a majority interest in Cargill, Inc. All the equity of Cargill, Inc. is owned by members of the Cargill and MacMillan families, the ESOP trustee and members of Cargill, Inc.’s senior management.

As of the date of this Base Prospectus, the following are directors of Cargill, Inc.:

Within the Company Outside the Company Richard H. Anderson ...... Director, Cargill, Incorporated Chief Executive Officer, Delta Airlines, Inc. Austen S. Cargill II ...... Director, Cargill, Incorporated James R. Cargill II ...... Director, Cargill, Incorporated Arthur D. Collins, Jr...... Director, Cargill, Incorporated Chairman of the Board, Medtronic, Inc. Paul D. Conway ...... Director and Senior Vice President, Cargill Incorporated S. Curtis Johnson ...... Director, Cargill, Incorporated Chairman, JohnsonDiversey Inc. Richard M. Kovacevich ...... Director, Cargill, Incorporated Chairman, Wells Fargo & Company David M. Larson ...... Director and Executive Vice President, Cargill, Incorporated David W. MacLennan ...... Director, Senior Vice President and Chief Financial Officer, Cargill, Incorporated David D. MacMillan ...... Director, Cargill, Incorporated John C. MacMillan ...... Director, Cargill, Incorporated William B. MacMillan ...... Director, Cargill, Incorporated Gregory R. Page ...... Director, Chairman of the Board, Chief Executive Officer and President, Cargill, Incorporated David W. Raisbeck ...... Director and Vice Chairman, Cargill, Incorporated Lucy C. MacMillan Stitzer ... Director, Cargill, Incorporated Michael W. Wright ...... Director, Cargill, Incorporated Former Chairman and Chief Executive Officer, SUPERVALU Inc.

The business address of each of the directors of Cargill, Inc. is 15615 McGinty Road West, Wayzata, MN 55391-2398, USA.

There are no potential conflicts of interest between any duties owed to Cargill, Inc. and the private interests and or other duties of the directors that would be material with respect to the issuance of Notes.

84 TAXATION CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS TO UNITED STATES ALIENS

The following is a summary of certain United States Federal tax consequences of the acquisition, ownership and disposition of Notes by original purchasers of Notes who are United States Aliens as defined under Section 9(a)(iii). This summary is based on existing United States Federal income and estate tax law, which is subject to change, possibly retroactively. This discussion does not discuss all aspects of United States Federal taxation that may be relevant to a particular holder in light of its personal investment circumstances or to holders subject to special treatment under the United States Federal income tax laws (including certain financial institutions). Prospective investors are urged to consult their tax advisors regarding the United States Federal tax consequences of acquiring, holding and disposing of any Notes, as well as any tax consequences that may arise under the laws of any foreign, state, local or other taxing jurisdiction.

Special United States Federal tax considerations applicable to the particular terms of a Tranche may be described in more detail in the applicable Final Terms.

Circular 230 Legend Any discussions of United States Federal tax matters set forth in this Base Prospectus or the applicable Final Terms were written to support the promotion and marketing by the Issuer and the Dealers of the Notes. Such discussions were not intended or written to be legal or tax advice to any person and were not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any tax-related penalties that may be imposed on such person. Each person considering an investment in the Notes should seek advice based on its particular circumstances from an independent tax advisor.

Bearer Notes General Under present United States Federal income and estate tax law and subject to the discussion of backup withholding below: (a) payments of interest (including any original issue discount) on any Bearer Note, Receipt or Coupon to any United States Alien will not be subject to United States Federal income or withholding tax, provided that (1) the holder does not actually or constructively own 10 per cent. or more of the total combined voting power of all classes of stock of the Issuer entitled to vote, (2) the holder is not (i) a foreign tax exempt organization or a foreign private foundation for United States Federal income tax purposes, (ii) a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business, or (iii) a controlled foreign corporation that is related to the Issuer through stock ownership, (3) such interest payments are not effectively connected with the conduct of a United States trade or business of the holder, and (4) such interest is not contingent on the Issuer’s profits, revenues, or changes in the value of its property (“Contingent Interest”); (b) a holder of a Bearer Note who is a United States Alien will not be subject to United States Federal income tax on gain realized on the sale, exchange, retirement or other disposition of a Bearer Note, unless (1) such holder is an individual who is present in the United States for 183 days or more during the taxable year and certain other requirements are met, or (2) the gain is effectively connected with the conduct of a United States trade or business of the holder; (c) if interest on the Bearer Note or Coupon is exempt from withholding of United States Federal income tax under the rules described above, the Bearer Notes will not be included in the estate of a deceased United States Alien for United States Federal estate tax purposes.

Contingent Interest will generally be subject to withholding tax of 30 per cent. unless it is reduced by an applicable tax treaty.

Backup Withholding and Information Reporting In the case of payments of interest to United States Aliens, U.S. Treasury Regulations provide that backup withholding at the applicable statutory rate and certain information reporting will not apply to such

85 payments with respect to which either the requisite certification has been received or an exemption has otherwise been established, provided that neither the Issuer nor its payment agent has actual knowledge that the holder is a United States person or that the conditions of any other exemption are not in fact satisfied. Under U.S. Treasury Regulations, these information reporting and backup withholding requirements will apply, however, to the gross proceeds paid to a United States Alien on the disposition of the Bearer Notes or Coupons by or through a United States office of a United States or foreign broker, unless the holder certifies to the broker under penalties of perjury as to its status as a United States Alien. Information reporting requirements, but not backup withholding, will also apply to a payment of the proceeds of a disposition of the Bearer Notes or Coupons by or through a foreign office of a United States broker or foreign brokers with certain types of relationships to the United States. Neither information reporting nor backup withholding will generally apply to a payment of the proceeds of a disposition of the Bearer Notes or Coupons by or through a foreign office of a foreign broker not subject to the preceding sentence.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be refunded or credited against the United States Alien’s United States Federal income tax liability, provided that the required information is furnished to the Internal Revenue Service (“IRS”).

In compliance with United States Federal tax laws and regulations, the Bearer Notes may not be offered or sold during the forty day period following the completion of the distribution to a person who is within the United States (or its possession) or to a United States person other than (i) certain financial institutions located outside the United States which agree in writing to comply with the requirements of section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury Regulations thereunder, (ii) the United States office of exempt distributors, or (iii) United States offices of international organizations or foreign central banks. Also, United States Federal tax laws and regulations require that Bearer Notes not be delivered within the United States and that interest with respect to the Bearer Notes is payable only outside the United States and its possessions. Each Dealer has agreed that, during the forty day period following the completion of the distribution of any Tranche of Bearer Notes, it will not offer or sell any Bearer Notes to a person who is within the United States or its possessions to a United States person other than certain financial institutions or other persons described above. See “Subscription and Sale”.

Each Bearer Note, Receipt, Coupon and Talon with a maturity of over 183 days will bear the following legend: “Any United States person who holds this obligation will be subject to limitations under United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code.”

The provisions referred to in the legend generally provide that any United States person who holds a Bearer Note, Receipt, Coupon or Talon, with certain exceptions, will not be allowed to deduct any loss sustained on the sale, exchange or other disposition of such Bearer Note, Receipt, Coupon or Talon and will be subject to tax at ordinary income rates (as opposed to capital gain rates) on any gain recognized on such sale, exchange or other disposition.

Each Bearer Note, Receipt, Coupon and Talon with a maturity of 183 days or less will bear the following legend: “By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder)”.

Terms used in this sub-section have the meanings given to them by the Code and the U.S. Treasury Regulations thereunder.

Registered Notes General A United States Alien who is an individual or corporation (or an entity that is treated as a corporation for federal income tax purposes) holding Registered Notes on its own behalf will not be subject to United States Federal income taxes on payments of principal, premium (if any) or interest (including original issue discount, if any) on a Registered Note, unless (i) such United States Alien is a direct or indirect 10 per cent. or greater shareholder of the Issuer, a foreign tax exempt organization or a foreign private foundation for United States federal income tax purposes, a controlled foreign corporation related to the Issuer through stock ownership, or a

86 bank receiving interest described in section 881(c)(3)(A) of the Code or (ii) such interest is Contingent Interest. To qualify for the exemption from taxation, the Withholding Agent, as defined below, must have received a statement from the individual or corporation that: • is signed under penalties of perjury by the beneficial owner of the Registered Note, • certifies that such owner is not a United States holder, and • provides the beneficial owner’s name and address of the beneficial owner’s permanent residence.

A “Withholding Agent” is any person, United States or foreign, that has control, receipt or custody of an amount subject to withholding or who can disburse or make payments of an amount subject to withholding. Generally, the aforementioned statement is made on an IRS Form W-8BEN (“W-8BEN”), which is effective for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. Notwithstanding the preceding sentence, a W-8BEN with a United States taxpayer identification number will remain effective until a change in circumstances makes any information on the W-8BEN incorrect, provided that the Withholding Agent reports at least annually to the beneficial owner on IRS Form 1042-S (“1042-S”). The beneficial owner must inform the Withholding Agent within 30 days of a change in circumstances that makes any information on the W-8BEN incorrect and must furnish a new W-8BEN. A holder of a Registered Note which is not an individual or corporation (or an entity treated as a corporation for United States Federal income tax purposes) holding the Registered Notes on its own behalf may have substantially increased reporting requirements. In particular, in the case of Registered Notes held by a foreign partnership (or certain foreign trusts), the partnership (or trust) will be required to provide the certification from each of its partners (or beneficiaries), and the partnership (or trust) will be required to provide certain additional information.

A United States Alien whose income with respect to its investment in a Registered Note is effectively connected with the conduct of a United States trade or business would generally be taxed as if the holder was a United States person provided the holder provides to the Withholding Agent an IRS Form W-8ECI.

Certain securities clearing organizations, and other entities who are not beneficial owners, may be able to provide a signed statement to the Withholding Agent. However, in such case, the signed statement may require a copy of the beneficial owner’s W-8BEN (or substitute form).

Generally, a United States Alien will not be subject to United States Federal income taxes on any amount which constitutes capital gain upon retirement or disposition of a Registered Note, unless such United States Alien is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and such gain is derived from sources within the United States. Certain other exceptions may be applicable, and a United States Alien should consult its tax advisor in this regard.

The Registered Notes will not be includable in the estate of a United States Alien unless the individual is a direct or indirect 10 per cent. or greater shareholder of the Issuer or, at the time of such individual’s death, payments in respect of the Registered Notes would have been effectively connected with the conduct by such individual of a trade or business in the United States.

Backup Withholding and Information Reporting Under current law, information reporting (on IRS Form 1099) and backup withholding will not apply to payments of principal, premium (if any) and interest (including original issue discount) made by the Issuer or any paying agency thereof to a United States Alien on a Registered Note, provided that a properly completed W-8BEN (or similar statement) is received and provided further that the payor does not have actual knowledge or reason to know that the holder is a United States person. The Issuer or a Paying Agent, however, may report (on 1042-S) payment of interest (including original issue discount) on Registered Notes.

The above discussion is based upon certain of the facts set forth in this Base Prospectus and other documents related to the issuance of the Notes and upon compliance with the provisions thereof and the representations and agreements therein. In addition, such discussion is based upon the Code, U.S. Treasury Regulations, rulings and decisions in effect as of the date of this Base Prospectus, all of which are subject to change.

87 LUXEMBOURG TAXATION

The following is a summary of certain material Luxembourg tax consequences of purchasing, owning and disposing of the Notes, Receipts and Coupons. It does not purport to be a complete analysis of all possible tax situations that may be relevant to a decision to purchase, own or deposit the Notes, Receipts or Coupons. Prospective purchasers of the Notes, Receipts or Coupons should consult their own tax advisors as to the applicable tax consequences of the ownership of the Notes, Receipts or Coupons, based on their particular circumstances. This summary does not allow any conclusions to be drawn with respect to issues not specifically addressed. The following description of Luxembourg tax law is based upon the Luxembourg law and regulations as in effect on the date of this Base Prospectus and is subject to any amendments in law later introduced, whether or not on a retroactive basis.

Terms and expressions as used in this summary have the meaning attributed to them under Luxembourg domestic tax law.

Tax Residency As used herein, a Luxembourg Noteholder, Receiptholder or Couponholder is respectively a beneficial owner of Notes, Receipts or Coupons, who is, for Luxembourg income tax purposes: (a) an individual, resident in Luxembourg; or (b) a corporation (société de capitaux), which has its registered office or its central administration in Luxembourg.

Non-residents (i.e., not defined as a Luxembourg Noteholder, Receiptholder or Couponholder) may be subject to Luxembourg income tax, under specific Luxembourg tax provisions.

A Noteholder, Receiptholder or Couponholder will not become resident, or be deemed to be resident, in Luxembourg by reason only of the holding of the Notes, Receipts or Coupons, or the execution, performance, delivery and/or enforcement of the Notes, Receipts or Coupons.

Taxation of the Noteholders, Receiptholders and Couponholders Withholding tax Taxation of Luxembourg non-residents Under Luxembourg tax law currently in effect and subject to the application of the Luxembourg laws dated June 21, 2005 (the “Laws”) implementing the European Council Directive 2003/48/EC on the taxation of savings income (the “Directive”) and several agreements concluded between Luxembourg and certain dependant and associated territories of certain Member States of the European Union, there is no withholding tax on payments of interest (including accrued but unpaid interest) made to Luxembourg non-resident Noteholders, Receiptholders or Couponholders. There is also no Luxembourg withholding tax, upon repayment of the principal or, subject to the application of the Laws, upon redemption or exchange of the Notes, Receipts or Coupons.

Under the Laws, a Luxembourg based paying agent (within the meaning of the Directive) is required since July 1, 2005 to withhold tax on interest and other similar income (including reimbursement premium received at maturity) paid or ascribed by it to (or under certain circumstances, to the immediate benefit of) an individual resident in a Member State of the European Union (other than Luxembourg) or a residual entity in the sense of article 4.2. of the Directive (“Residual Entities”), established in one Member State of the European Union (other than Luxembourg) unless the relevant recipient has adequately instructed the Luxembourg paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/ its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. The same regime applies to payments to individuals or Residual Entities resident or established in any of the following territories: Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands.

The withholding tax rate is currently of 20 per cent., increasing to 35 per cent. as from July 1, 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain other countries.

88 In each case described here above, responsibility for the withholding of such tax will be assumed by the Luxembourg paying agent.

Taxation of Luxembourg residents Under the Luxembourg law of December 23, 2005 as amended (the “Law”), payments of interest or similar income made or ascribed since January 1, 2006 (but accrued since July 1, 2005) by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg may be subject to a withholding tax of 10 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. In the case described here above, responsibility for the withholding of such tax will be assumed by the Luxembourg paying agent.

Further, Luxembourg resident individuals acting in the course of the management of his/her private wealth, who are the beneficial owners of interest payments made or ascribed by a paying agent established outside Luxembourg but in a Member State of the European Union or of the European Economic Area other than a Member State of the European Union or in a state having concluded an agreement with Luxembourg in direct connection with the Directive may opt for a final 10 per cent. levy. In such case, the 10 per cent. levy is calculated on the same amounts as for the payments made by Luxembourg resident paying agents. The option for the 10 per cent. levy must cover all interest payments made or ascribed by the non-Luxembourg paying agent to the Luxembourg resident beneficial owner during the entire civil year.

Income Taxation Taxation of Luxembourg non-residents Noteholders, Receiptholders and Couponholders who are non-residents of Luxembourg and who do not hold the Notes, the Receipts or the Coupons through a permanent establishment or a permanent representative in Luxembourg are not liable to pay any Luxembourg income tax, whether they receive payments of interest (including accrued but unpaid interest), or payments upon redemption, repayment of principal or exchange of the Notes, Receipts or Coupons, or realize capital gains on the sale of any Note, Receipt or Coupon.

Non-resident corporate Noteholders, Receiptholders and Couponholders which have a permanent establishment or a permanent representative in Luxembourg to which the Notes, Receipts or Coupons are attributable, must include, depending on the nature of the Notes, Receipts and Coupons, any interest received or accrued, as well as any reimbursement premium received at maturity or any gain realized on the sale, disposal or redemption of Notes, Receipts and Coupons, in their taxable income for Luxembourg income tax assessment purposes. The same inclusion applies to individuals, acting in the course of the management of a professional or business undertaking, who have a permanent establishment or a permanent representative in Luxembourg, to which the Notes, Receipts or Coupons are attributable.

Taxation of Luxembourg residents—General Noteholders, Receiptholders or Couponholders who are residents of Luxembourg must include any interest or Coupon received in their taxable income. These holders will not be liable to any Luxembourg income tax on repayment of principal of the Notes or Receipts.

Taxation of Luxembourg resident individuals An individual Noteholder, Receiptholder or Couponholder, acting in the course of the management of his/her private wealth, is subject to Luxembourg income tax in respect of interest received, redemption premiums or issue discounts under the Notes, Receipts or Coupons, except if a withholding tax has been levied on such payments in accordance with the Law, or the individual Noteholder, Receiptholder or Couponholder has opted for the application of a 10 per cent. levy in full discharge of income tax in accordance with the Law.

Luxembourg resident individual Noteholders, Receiptholders or Couponholders, acting in the course of the management of their private wealth, are not subject to taxation on capital gains upon the sale of the Notes (which do not constitute Zero Coupon Notes), Receipts or Coupons, unless this sale precedes the acquisition of the Notes, Receipts or Coupons, or the Notes, Receipts or Coupons are disposed of within six months of the date of their acquisition. Upon a sale, redemption or exchange of the Notes or Receipts, individual Luxembourg resident Noteholders or Receiptholders must, however, include the portion of the sale, redemption or exchange

89 price corresponding to accrued but unpaid interest in their taxable income insofar as such accrued but unpaid interest is indicated separately in the agreement and except if a withholding tax has been levied on such interest in accordance with the law.

A gain realized upon a sale of Zero Coupon Notes before their maturity by Luxembourg resident individuals Noteholders must be included in their taxable income for Luxembourg income tax assessment purposes.

Taxation of Luxembourg resident companies Luxembourg resident companies (sociétés de capitaux) must include in their taxable income for Luxembourg income tax assessment purposes, any interest accrued or received, any redemption premium or issue discount, as well as any gain realised on the sale of the Notes, Receipts or Coupons. The same inclusion applies to an individual Noteholder, Receiptholder or Couponholder, acting in the course of the management of a professional or business undertaking.

Treatment of Luxembourg resident holders benefiting from a special tax regime Noteholders, Receiptholders or Couponholders which are holding companies subject to the amended law of July 31, 1929, family wealth management company governed by the law of May 11, 2007, undertakings for collective investment subject to the amended law of December 20, 2002 or specialized investment funds governed by the law of February 13, 2007 are not subject to Luxembourg income tax (i.e., corporate income tax and municipal business tax) on income received on the Notes, Receipts or Coupons or gains realized upon their transfer or redemption.

Net Wealth Tax Since January 1, 2006, net wealth tax has been abolished for resident and non-resident individual taxpayers.

Luxembourg net wealth tax will not be levied on Noteholders, Receiptholders or Couponholders other than individual taxpayers, unless: (a) such Noteholders, Receiptholders or Couponholders are Luxembourg residents other than a holding company governed by the amended law of July 31, 1929, family wealth management company governed by the law of May 11, 2007, an undertaking for collective investments governed by the amended law of December 20, 2002, a securitization company governed by the law of March 22, 2004 on securitization or a company governed by the law of June 15, 2004 on venture capital vehicles or a specialized investment fund governed by the law of February 13, 2007; or (b) the Notes, Receipts or Coupons are attributable to an enterprise or part thereof which is carried on in Luxembourg through a permanent establishment or a permanent representative.

Other Taxes There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by the Noteholders, Receiptholders or Couponholders as a consequence of the issuance of the Notes, Receipts or Coupons, nor will any of these taxes be payable as a consequence of a subsequent transfer, repurchase or redemption of the Notes, Receipts or Coupons.

There is no Luxembourg value added tax payable in respect of payments in consideration for the issuance of the Notes, Receipts, or Coupons or in respect of the payment of interest or principal under the Notes, Receipts or Coupons or the transfer of the Notes, Receipts or Coupons. Luxembourg value added tax may, however, be payable in respect of fees charged for certain services, if for Luxembourg value added tax purposes such services are rendered or are deemed to be rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with respect to such services.

Under present Luxembourg tax law, in the case where a Noteholder, Receiptholder or Couponholder is a resident for tax purposes of Luxembourg at the time of his death, the Notes, Receipts or Coupons are included in his taxable estate for inheritance tax purposes. Gift tax may be due on a gift or donation of Notes, Receipts or Coupons, if the gift is recorded in Luxembourg or embodied in a Luxembourg deed.

90 EUROPEAN UNION SAVINGS DIRECTIVE

Under European Union (“EU”) Council Directive 2003/48/EC on the taxation of savings income, each Member State of the European Union (each, a “Member State”) is required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a Paying Agent within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries) unless the beneficiary opts for the exchange of information. A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland).

91 SUBSCRIPTION AND SALE

Notes may be sold from time to time by the Issuer to any one or more of Credit Suisse Securities (Europe) Limited, Barclays Bank PLC, BNP PARIBAS, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and UBS Limited (the “Dealers”). Notes may also be sold by the Issuer directly to institutions who are not Dealers. The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, Dealers are set out in the Fifth Amended and Restated Dealership Agreement dated December 3, 2008 (as supplemented and/or modified and/or restated from time to time) (the “Dealership Agreement”) and made between the Issuer and the Dealers. Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant Notes, the price at which such Notes will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. The Dealership Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Program or in relation to a particular Tranche of Notes.

United States of America The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act.

Each Dealer has agreed and each further Dealer appointed under the Program will be required to agree that, except as permitted by the Dealership Agreement, it will not offer, sell or deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until forty days after the later of (a) the completion of the distribution of the relevant Tranche of which such Notes are a part, as determined and certified to the Fiscal Agent, the Registrar or the Issuer by the relevant Dealer (or, in the case of a sale of a Tranche of Notes to or through more than one Dealer, by each of such Dealers as to Notes of such Tranche purchased by or through it, in which case the Fiscal Agent, the Registrar or the Issuer shall notify each such Dealer when all such Dealers have so certified) and (b) the closing date of such Tranche of Notes, within the United States or to or for the account or benefit of U.S. persons except in accordance with Regulation S under the Securities Act, and such Dealer at or prior to the confirmation of a sale of Notes will have sent to each distributor, dealer (as defined in Section 2(a)(12) of the Securities Act) or person receiving a selling concession, fee or other remuneration in respect of the Notes sold, that purchases Notes from it or through it during the distribution compliance period relating thereto, a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to or for the account or benefit of U.S. persons.

In addition, until forty days after the commencement of the offering of Notes comprising any Tranche, any offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

The Bearer Notes are subject to U.S. Federal income tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. Federal income tax regulations. Each Dealer has agreed that it will have in effect, in connection with the offer and sale of the Bearer Notes during the restricted period relating thereto, procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling the Bearer Notes are aware that the Bearer Notes cannot be offered or sold during such restricted period to a United States person or a person within the United States. Terms used in the preceding sentence have the meanings given to them by the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder.

United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that: (a) in relation to any Notes having a maturity date of less than one year from the date of issue, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for

92 the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the “FIEL”). Each Dealer has represented and agreed and each further Dealer appointed under the Program will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

General Unless otherwise stated in the applicable Final Terms, no action has been taken by the Issuer that would permit an offer to the public of the Notes or possession or distribution of this Base Prospectus or any other offering material in any jurisdiction where action for that purpose is required. Accordingly, each Dealer has agreed and each further Dealer appointed under the Program will be required to agree, that it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes this Base Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and none of the Issuer or any other Dealers shall have no responsibility therefor.

With regard to each Series, the relevant Dealer will be required to comply with such other additional restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

93 SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN US GAAP AND IFRS

The financial information of the Issuer included herein has been prepared and presented in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). Certain differences exist between U.S. GAAP and International Financial Reporting Standards (“IFRS”), which might be material to the financial information incorporated herein by reference. The items described below summarise certain differences between U.S. GAAP and IFRS that may be material. The Issuer has not prepared a complete reconciliation of its consolidated financial statements and related footnote disclosures between U.S. GAAP and IFRS, and has not quantified such differences. Accordingly, no assurance is provided that the following summary is complete. Potential investors should consult their own professional advisors for an understanding of the differences between U.S. GAAP and IFRS, and how those differences might affect the financial information herein.

U.S. GAAP IFRS

Presentation of Financial Statements Extraordinary income items are permitted to be Extraordinary items are not permitted under any presented under certain rare and restrictive circumstances. circumstances. Changes in accounting policy are presented Prior to January 1, 2006 when the Issuers adopt retrospectively through restatement, while changes in FAS 154, Accounting Changes and Error Corrections, accounting estimate are presented prospectively. changes in accounting policy are presented using a IFRS prohibits the use of the equity method to cumulative catch-up adjustment, while changes in account for investments in subsidiaries in the parent- accounting estimate are presented prospectively. company financial statements, and minority interest is U.S. GAAP permits the use of the equity method when presented in equity. accounting for investments in subsidiaries in the In extremely rare cases, IFRS provides management parent-company financial statements. For consolidated with the option of electing not to apply a prescribed subsidiaries, minority interest is presented outside of standard if it is concluded that compliance would be equity in the mezzanine section of the balance sheet. so misleading that it would conflict with the objective of the financial statements set out in the IFRS framework. No such guidance is provided in U.S. GAAP. Property, Plant and Equipment U.S. GAAP requires tangible fixed assets to be IFRS allows tangible fixed assets to be recorded at recorded at depreciated historical cost, as adjusted for depreciated historical cost or a “revalued amount.” impairment losses, if applicable. The revalued amount is the fair value at the date of revaluation less subsequent accumulated depreciation Depreciation on property, plant and equipment must be and impairment losses. Entities must choose either the recorded on a systematic basis over the estimated cost model or the revaluation model as an accounting useful life of an asset. Prior to 1st January, 2006 when policy and apply the chosen policy to an entire class the Issuers adopt FAS 154, Accounting Changes and of property, plant and equipment. Error Corrections, a change in depreciation method is considered to be a change in accounting principle. A Depreciation on property, plant and equipment must change in the estimated useful life of an asset is be recorded on a systematic basis over the estimated considered to be a change in accounting estimate. useful life of an asset, reflecting the pattern in which the asset’s benefits are consumed. A change in depreciation method or estimated useful life is considered to be a change in accounting estimate.

94 U.S. GAAP IFRS

Intangible Assets and Goodwill Goodwill is not amortized, but is tested for impairment Goodwill is not amortized, but is tested for annually or more frequently if events or changes in impairment annually or more frequently if events or circumstances indicate it may be impaired. The changes in circumstances indicate it may be impaired. impairment test is a two-step process performed at the The impairment test is a one-step process performed reporting unit level. If the carrying value of a reporting at the cash generating unit. The cash generating unit unit, including goodwill, exceeds its fair value, then the is tested for impairment by comparing the carrying goodwill is tested to measure for a possible impairment amount of the unit, including goodwill, with its loss. The impairment test involves comparing the implied recoverable amount, which is the higher of the fair fair value of the goodwill with the carrying amount. value less costs to sell or the value in use. Intangible assets other than goodwill with indefinite lives An impairment charge can be reversed for an asset are not amortised, but are tested for impairment annually other than goodwill but only if there has been a or more frequently if events or changes in circumstances change in the estimates used to determine the asset’s indicate they may be impaired. The impairment test recoverable amount since the last impairment loss involves comparing the estimated fair value of the was recognised. intangible assets of a reporting unit, as determined using discounted future cash flows, to the carrying amount of such assets to determine if a write- down is required. The reversal of an impairment charge is prohibited. Impairment For assets other than those with indefinite lives, U.S. For depreciable or amortizable assets other than those GAAP requires a three-step impairment review with indefinite lives, IFRS mandates a two-step process, but are tested for impairment annually or more process that requires the reporting entity to consider frequently if events or changes in circumstances first whether indicators of impairment are present indicate impairment. Under this method, recoverability and, if they are, to compare the asset’s carrying is initially tested by comparing the estimated sum of amount with its recoverable amount. The recoverable the undiscounted cash flows attributable to the asset amount is defined as the higher of an asset’s fair against its carrying amount. Only if the asset fails this value less costs to sell and its value in use. The value recoverability test will the amount of the impairment in use calculation involves discounting the expected be calculated by comparing the asset’s carrying amount future cash flows to be generated by the asset to their to its fair value. Under U.S. GAAP, the reversal of an net present value. impairment charge is prohibited, except for certain An impairment charge may be reversed for an asset long-lived assets held for sale. other than goodwill only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Provisions and Contingencies U.S. GAAP dictates that the most likely outcome IFRS requires that an expected value calculation be within a given range must be accrued, unless no value used, which considers each possible outcome along is more likely than another. In this case, the minimum with its associated probability of occurrence. If a amount in the range is recognised. single obligation is being measured, the consideration of outcomes other than the most likely result could U.S. GAAP permits a recorded provision to be discounted lead to a higher or lower provision value. only where the amount of the liability and the timing of payments are fixed or reliably determinable, or where the In most circumstances, IFRS requires that the time obligation is a fair value obligation. value of money be taken into account when making a provision assessment. In general, restructuring charges are recorded when management has committed itself to a detailed exit IFRS places substantial emphasis on recognising plan. However, not all costs within the plan are restructuring costs associated with an exit plan as a automatically recognised. Instead, each cost is whole, rather than on the recognition of individual examined individually to determine when it will be liabilities. For this reason, restructuring charges could incurred. In addition, a number of liabilities associated potentially be recorded earlier under IFRS standards with an exit plan, excluding employee termination than under U.S. GAAP. costs, are recognised when incurred, which could lead to later recognition than provided for under IFRS.

95 U.S. GAAP IFRS

Taxation Special exemptions from providing deferred tax are IFRS allows for an exemption from the requirement to allowed for certain transactions, including leveraged provide for deferred tax on the initial recognition of an leases and most undistributed earnings of foreign asset or liability in a transaction that is not a business subsidiaries. Conversely, U.S. GAAP does not allow combination and does not affect accounting or taxable for an exemption from the requirement to provide for profit. Deferred tax assets are recognised only if deferred tax on the initial recognition of an asset or realization of the tax benefit is probable. In addition, liability in a transaction that is not a business both deferred tax assets and liabilities are always combination and does not affect profit. classified as non-current. A valuation allowance is required for deferred tax IFRS requires recognition of a deferred tax asset or assets when it is more likely than not that the asset will liability in relation to temporary differences that arise not be realised. Furthermore, both deferred tax assets on foreign non-monetary assets that are measured at an and liabilities are classified as either current or historic exchange rate in the reporting entity’s non-current based upon the classification of the functional currency, but whose tax base is in the underlying asset or liability. foreign currency. Recognition of a deferred tax liability or asset for IFRS requires the effect of a change in tax laws to be differences related to assets that are translated from the shown in the current year income statement, except to local currency into the functional currency using the extent that it relates to items whose deferred tax historical exchange rates are prohibited when those movements were previously recognised directly into differences arise either from changes in exchange rates equity. or indexing for tax purposes. A deferred tax movement resulting from a change in tax law is recognised in income in the current period, whether or not any portion of the movement relates to items originally charged to equity. Pension Costs Under U.S. GAAP, pension cost represents the net of While the general approach to pension accounting is income and expenses related to a pension plan’s assets similar under IFRS as compared to U.S. GAAP, and obligations. Plan assets are measured at fair value several differences still exist. While U.S. GAAP does and the pension obligation is determined by an not stipulate a particular actuarial method, IFRS actuarial valuation, which is required annually. requires that the projected unit credit method must be used. In addition, IFRS requires that past service costs, Actuarial gains and losses may be recognized arising from a change in benefits, be recognised immediately or amortized over remaining working immediately if the rights are fully vested, or on a lives of participating employees. At a minimum, a net straight line basis over the period until the extra gain or loss in excess of 10% of the greater of the benefits are vested if they do not vest immediately. In defined benefit obligation or the fair value of the plan contrast, U.S. GAAP requires recognition over the assets at the beginning of the year must be recognised remaining service life. or amortized. IFRS also mandates that plan assets be measured at fair A minimum liability must be recognised equal to the value as of the balance sheet date, while U.S. GAAP amount by which a plan is underfunded, excluding permits the use of a market-related value, which can be projected future salary increases. measured up to three-months prior to the balance sheet date.

96 GENERAL INFORMATION

Authorization The current update of the Program and the issue of Notes thereunder was authorized by the Executive Committee of the Board of Directors of the Issuer on November 20, 2008. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorizations in connection with the issue and performance of the Notes.

Approval, Listing and Admission to Trading Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Program during the 12 months from the date of this Base Prospectus, to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the official list of the Luxembourg Stock Exchange.

Documents Available From the date of this Base Prospectus and, for so long as Notes are capable of being issued under the Program and/or remain outstanding, copies of the following documents will, when published, be available from the principal office of the Issuer and from the specified offices of the Fiscal Agent and the Paying Agents: (i) the constitutional documents of the Issuer; (ii) the consolidated audited financial statements of the Issuer in respect of the financial years ended May 31, 2008 and 2007; (iii) the most recently published consolidated and non-consolidated (if any) audited annual financial statements of the Issuer and the most recently published interim quarterly financial statements of the Issuer; (iv) the Dealership Agreement and the Issue and Paying Agency Agreement, (which contains the forms of the Temporary Global Notes, the Permanent Global Notes, the Permanent Global Note Certificates, the Definitive Notes, the Receipts and the Coupons and the Talons); (v) a copy of this Base Prospectus; (vi) any future prospectuses, prospectus supplements, information memoranda and Final Terms (save that (a) a Final Terms relating to unlisted Notes will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or Paying Agent, as the case may be, as to the identity of such holder and (b) Final Terms relating to Notes listed on the Luxembourg Stock Exchange will only be available from the Luxembourg Paying Agent) to this Base Prospectus, and any other documents incorporated by reference therein; and (vii) in the case of each issue of listed Notes subscribed pursuant to a subscription agreement (or equivalent document), the subscription agreement (or equivalent document) save that a subscription agreement (or equivalent document) relating to Notes listed on the Luxembourg Stock Exchange will only be available from the Luxembourg Paying Agent.

In addition, copies of this Base Prospectus, any prospectus supplements and each Final Terms relating to Notes which are listed on the Luxembourg Stock Exchange, are available on the Luxembourg Stock Exchange’s website at www.bourse.lu.

Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and ISIN for each Tranche allocated by Euroclear and Clearstream, Luxembourg will be specified in the relevant Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the relevant Final Terms. Transactions will normally be effected for settlement not earlier than two days after the date of the transaction.

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg.

97 Significant or Material Change There has been no significant change in the financial or trading position of the Issuer and its subsidiaries on a consolidated basis since August 31, 2008, and there has been no material adverse change in the prospects of the Issuer since May 31, 2008.

Litigation Save as disclosed on pages 72 to 73 and 82 to 83 herein, neither the Issuer nor, as the case may be, any subsidiary of the Issuer (whether as defendant or otherwise) is, or has been, engaged in any governmental, legal or arbitration proceedings, the results of which might have or have had during the last twelve months a significant effect on the financial position or profitability of the Issuer and/or the Issuer and its subsidiaries on a consolidated basis nor is the Issuer aware of any such proceedings which are pending or threatened.

Auditors The consolidated financial statements of the Issuer as of and for each of the years in the two-year period ended May 31, 2008 included in this Base Prospectus have been audited by KPMG LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein. The independent auditors’ report contains an explanatory paragraph regarding the Issuer’s change in its method of accounting for defined benefit pension and other postretirement plans in 2008, and for share-based payments in 2007. KPMG LLP is a member of the American Institute of Certified Public Accountants and is regulated by the U.S. Public Company Accounting Oversight Board.

98 INDEX TO F PAGES

Consolidated Financial Statements May 31, 2008 and 2007 ...... F-2 - F-30 Independent Auditors’ Report ...... F-3 Consolidated Balance Sheet ...... F-4 Consolidated Statement of Earnings ...... F-5 Consolidated Statement of Cash Flows ...... F-6 Consolidated Statement of Stockholders’ Equity ...... F-7 Notes to Consolidated Financial Statements May 31, 2008 and 2007 ...... F-8 - F-30

Consolidated Financial Statements August 31, 2008 and 2007 (unaudited) ...... F-31 - F-39 Consolidated Balance Sheet ...... F-31 Consolidated Statement of Earnings ...... F-32 Consolidated Statement of Cash Flows ...... F-33 Consolidated Statement of Stockholders’ Equity ...... F-34 Notes to Unaudited Consolidated Financial Statements Three Months Ended August 31, 2008 and 2007 ...... F-35 - F-39

F-1 CARGILL, INCORPORATED AND SUBSIDIARIES Consolidated Financial Statements May 31, 2008 and 2007

F-2 KPMG LLP 4200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402

Independent Auditors’ Report

The Board of Directors Cargill, Incorporated:

We have audited the accompanying consolidated balance sheet of Cargill, Incorporated and subsidiaries as of May 31, 2008 and 2007 and the related consolidated statements of earnings, cash flows, and stockholders’ equity for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cargill, Incorporated and subsidiaries as of May 31, 2008 and 2007, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for defined benefit pension and other postretirement plans in 2008, and for share-based payments in 2007.

August 11, 2008

F-3 Cargill, Incorporated and Subsidiaries CONSOLIDATED BALANCE SHEET

At May 31 2008 2007 (In millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,753 2,097 Short-term investments 553 372 Financial instruments purchased with agreements to resell 425 18 Trading securities 1,028 2,021 Accounts receivable, notes receivable and accrued income, less allowances of $344 in 2008 and $298 in 2007 15,345 11,004 Inventories 16,143 11,542 Other 3,398 1,994 TOTAL CURRENT ASSETS 40,645 29,048 OTHER ASSETS Investments and advances 5,367 3,629 Goodwill 3,001 3,354 Other 4,576 5,855 12,944 12,838 PROPERTY Owned property, plant and equipment 27,010 24,369 Property under capital leases 239 247 Construction in progress 1,874 1,333 29,123 25,949 Less accumulated depreciation and amortization 13,707 12,040 NET PROPERTY 15,416 13,909 TOTAL ASSETS $ 69,005 55,795 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Short-term debt $ 4,944 7,189 Short-term debt, non-recourse 1,127 1,124 Financial instruments sold with agreements to repurchase 1,628 1,818 Accounts payable and accrued expenses 18,740 11,528 Accrued income taxes 1,089 642 TOTAL CURRENT LIABILITIES 27,528 22,301 OTHER LIABILITIES Long-term debt 12,084 7,571 Long-term debt, non-recourse 2,097 3,459 Deferred income taxes 771 1,156 Other deferred liabilities 3,388 2,593 TOTAL LIABILITIES 45,868 37,080 MINORITY INTERESTS IN SUBSIDIARIES 3,580 2,466 STOCKHOLDERS’ EQUITY Capital stock 11 3 Retained earnings 18,241 15,303 Unearned ESOP compensation (146) (164) Accumulated other comprehensive income 1,451 1,107 TOTAL STOCKHOLDERS’ EQUITY 19,577 16,249 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 69,005 55,795

The accompanying notes are an integral part of the consolidated financial statements.

F-4 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF EARNINGS

Year Ended May 31 2008 2007 (In millions) Sales and other revenues $ 120,439 88,266 Cost of sales and other revenues 105,296 77,580 (Exclusive of depreciation and amortization, as shown below) Gross profit 15,143 10,686 Expenses and other income Selling, general and administrative expenses 5,931 4,912 Depreciation and amortization of property 1,600 1,465 Interest on long-term debt 821 686 Interest on short-term debt 624 459 Restructuring and asset impairment charges 116 74 Other (income) expense, net (135) (109) Earnings from continuing operations of consolidated companies before income taxes 6,186 3,199 Income tax expense 1,850 874 Net earnings from continuing operations of consolidated companies 4,336 2,325 Add equity in net earnings of nonconsolidated companies 285 189 Deduct minority interests in net earnings of consolidated subsidiaries (980) (171) Net earnings from continuing operations 3,641 2,343 Gain on sale of discontinued operations, net of income taxes 310 — NET EARNINGS $ 3,951 2,343

($ Per Share) Basic net earnings per share $ 3.56 2.11 Diluted net earnings per share $ 3.44 2.03

The accompanying notes are an integral part of the consolidated financial statements.

F-5 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended May 31 2008 2007 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 3,951 2,343 Minority interests in net earnings of consolidated subsidiaries 980 171 Noncash items included in earnings: Equity in net earnings of nonconsolidated companies, net of dividends 105 80 Depreciation and amortization of property 1,600 1,465 Restructuring and asset impairment charges 116 74 Gain on sale of discontinued operations, net of income taxes (310) — Deferred income taxes 13 (213) Share-based compensation 497 231 Other, net 60 (186) Total cash from operations 7,012 3,965 (Increase) decrease in financial instruments purchased with agreements to sell (407) 20 Decrease (increase) in trading securities 984 (565) (Increase) in accounts receivable, notes receivable and accrued income (4,313) (1,999) (Increase) in inventories (4,502) (2,189) Increase in financial instruments sold with agreements to repurchase 121 1,177 Increase in accounts payable and accrued expenses 7,296 1,076 (Increase) in other current assets and liabilities (869) (264) Other, net 216 (103) Net cash provided by operating activities 5,538 1,118 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property (2,491) (1,970) Investments in businesses acquired, less cash acquired (165) (210) Investments in nonconsolidated companies (152) (191) Purchase of minority interests, less cash acquired (45) (15) Total capital investments (2,853) (2,386) Net proceeds from property and business disposals 284 91 Net proceeds from sale of discontinued operations 477 — Net investments in loan portfolios and real estate 681 226 Net investments in affiliated private investment funds (1,379) (867) Other, net (159) (55) Net cash used by investing activities (2,949) (2,991) CASH FLOWS FROM FINANCING ACTIVITIES Net (payments on) proceeds from short-term debt (2,191) 1,888 Net proceeds from (payments on) short-term debt non-recourse 301 (32) Proceeds from long-term debt 5,012 2,354 Proceeds from long-term debt non-recourse 271 2,886 Payments on long-term debt (1,131) (460) Payments on long-term debt non-recourse (2,030) (3,082) Dividends paid to stockholders (407) (349) Dividends paid to minority interests in subsidiaries (114) (64) Capital stock transactions, net (1,021) (240) Other, net 377 (106) Net cash (used) provided by financing activities (933) 2,795 INCREASE IN CASH AND CASH EQUIVALENTS 1,656 922 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,097 1,175 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,753 2,097

The accompanying notes are an integral part of the consolidated financial statements.

F-6 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (In millions)

Accum. Unearned Other Total Add’l. Compre- ESOP Compre- Stock- Capital Paid in hensive Retained Compen- hensive holders’ Stock Capital Income Earnings sation Income Equity Balance at May 31, 2006 $ 3 — 13,385 (197) 679 13,870 Shares issued — 32 — — — 32 Shares reacquired — (157) (93) — — (250) Comprehensive income: Net earnings — — $ 2,343 2,343 — — 2,343 Other comprehensive income: Foreign currency translation adjustments — — 266 — — 266 — Unrealized gain on securities — — 31 — — 31 — Unrealized gain on cash flow hedges — — 10 — — 10 — Minimum pension liability adjustment — — 121 — — 121 — Other comprehensive income — — 428 — — — 428 Comprehensive income — — $ 2,771 — — — — Stock based compensation — 69 — — — 69 Tax benefit on ESOP dividends — — 17 — — 17 Tax benefit on stock options and grants — 56 — — — 56 Amort. of unearned ESOP compensation — — — 33 — 33 Cash dividends — — (349) — — (349) Balance at May 31, 2007 $ 3 — 15,303 (164) 1,107 16,249 Shares issued 8 16 — — — 24 Shares reacquired — (390) (645) — — (1,035) Comprehensive income: Net earnings — — $ 3,951 3,951 — — 3,951 Other comprehensive income: Foreign currency translation adjustments — — 666 — — 666 — Unrealized loss on securities — — (53) — — (53) — Unrealized gain on cash flow hedges — — 17 — — 17 — Minimum pension liability adjustment — — 62 — — 62 — Actuarial gain — — 10 — — 10 — Other comprehensive income — — 702 — — — 702 Comprehensive income — — $ 4,653 — — — — Stock based compensation — 52 — — — 52 Tax benefit on ESOP dividends — — 11 — — 11 Tax benefit on stock options and grants — 322 — — — 322 Adoption of SFAS 158 — — — — (358) (358) Amort. of unearned ESOP compensation — — — 18 — 18 Cash dividends — — (407) — — (407) Other — — 28 — — 28

Balance at May 31, 2008 $ 11 — 18,241 (146) 1,451 19,557

The accompanying notes are an integral part of the consolidated financial statements.

F-7 Cargill, Incorporated and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2008 and 2007

(1) Summary of Significant Accounting Policies Significant accounting policies followed in preparing the consolidated financial statements are summarized below.

Nature of Business The Company is engaged in the international marketing and processing of agricultural, industrial and financial commodities. Operating in 67 countries worldwide, the Company markets its products principally in four geographic regions: Asia/Pacific, Europe, Latin America and North America.

Basis of Consolidation The accompanying consolidated financial statements include the accounts of Cargill, Incorporated and all entities that we control by ownership of a majority voting interest as well as certain variable interest entities, where the Company is the primary beneficiary. Intercompany accounts and transactions are eliminated in consolidation. Investments in companies where the Company does not have control, but has the ability to exercise significant influence (generally 20-50% ownership), are accounted for by the equity method. Net earnings include the Company’s share of net income in these companies. Other investments where the Company is unable to exercise significant influence over operating and financial decisions are accounted for at cost.

FASB Interpretation No. 46, (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46R), requires certain variable interest entities (VIEs) to be consolidated. FIN 46R separates entities into two groups: (1) those for which voting interests are used to determine consolidation and (2) those for which variable interests are used to determine consolidation. An entity is considered to be a VIE when it has equity investors who lack the characteristics of a controlling financial interest, or the entity’s capital is insufficient to permit it to finance its activities without additional subordinated financial support. A VIE is consolidated by its primary beneficiary, which is the company that absorbs a majority of the VIE’s expected losses, receives a majority of the VIE’s expected residual returns, or both. Entities not considered to be a VIE are evaluated for consolidation under the voting control model.

The Company has consolidated VIEs with total assets of $4,102 million and $5,644 million as of May 31, 2008 and 2007, respectively. The consolidated VIEs include partnerships, LLCs, corporations and trusts that acquire, hold, restructure and dispose of performing and non-performing loans and real estate assets as well as certain food businesses and synthetic lease structures. Consolidated VIEs are funded by a combination of equity and third party non-recourse debt. The equity interests of consolidated VIEs not owned by the Company are reported as minority interests in subsidiaries on the Company’s consolidated balance sheet.

Variable Interest Entities The Company also holds variable interests in the form of loan and equity investments in a variety of VIEs for which the Company is not the primary beneficiary. These VIEs primarily hold, restructure and dispose of performing and non-performing loans and real estate assets as well as ethanol production facilities. The Company’s maximum exposure as a result of its involvement in these VIEs totaled $370 million and $675 million as of May 31, 2008 and 2007, respectively.

Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on knowledge of current events and actions expected to be undertaken in the future, actual results may ultimately differ from estimates.

Cash and Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of 90 days or less.

F-8 Cargill, Incorporated and Subsidiaries

(1) Summary of Significant Accounting Policies (cont.) Short-term Investments Short-term investments include highly liquid investments with original maturities greater than 90 days, but less than one year.

Affiliated Private Investment Funds The Company’s non-controlling investment in several affiliated private investment funds is included in the “investments and advances” line on the consolidated balance sheet. These affiliated private investment companies use investment company accounting and report all assets and liabilities at fair value. The Company’s share of each fund’s earnings is included in the determination of net earnings.

The Company’s subsidiary, Black River Asset Management LLC (BRAM) is a global asset management company that has developed and marketed a number of affiliated private investment funds, under the Black River name, with differing types of investment strategies. BRAM provides investment advisory services for these funds and for certain proprietary accounts of the Company.

During 2007, the Company restructured its value investment business into CarVal Investors, LLC (CarVal), a subsidiary company. CarVal has developed and marketed several affiliated private investment funds to provide institutional investors with a variety of value investments including loan portfolios, corporate securities, real estate and special opportunities. CarVal provides investment advisory services to these funds and for certain proprietary accounts of the Company.

As the investment advisor, BRAM and CarVal are entitled to receive management fees and, in certain cases, advisory fees or incentive fees from these funds. These fees, net of minority interest, totaled $577 million and $456 million in 2008 and 2007, respectively. At May 31, 2008 and 2007, the fees receivable from these funds were $179 million and $206 million, respectively.

Resale and Repurchase Agreements Financial instruments purchased with agreements to resell (reverse repurchase agreements) and financial instruments sold with agreements to repurchase (repurchase agreements) are treated as collateralized financing transactions and are recorded at the amount at which the financial instruments were initially acquired or sold, including accrued interest. Interest income is recorded on reverse repurchase agreements and interest expense is recorded on repurchase agreements.

It is the Company’s policy to take delivery of financial instruments purchased with agreements to resell, which are generally U.S. government or U.S. government agency securities. The Company has the ability to sell or re-pledge the securities. The Company monitors the market value of the securities to be resold daily and obtains additional collateral when deemed appropriate. The collateral for the financial instruments sold with agreements to repurchase consists of securities, other assets, accounts receivable and notes receivable and totaled $1,633 million and $1,805 million at May 31, 2008 and 2007, respectively. The Company offsets resale and repurchase agreements that meet the applicable netting criteria.

Trading Securities and Derivatives Trading securities and trading securities sold, not yet purchased are marked to market with realized and unrealized gains and losses included in the determination of net earnings. Interest on trading securities sold, not yet purchased is netted against interest income and shown as “sales and other revenues” in the consolidated statement of earnings.

Derivative instruments, including swaps, futures contracts, forward commitments, options and other similar types of contracts and commitments based on either interest rates or foreign exchange rates, as well as equity and commodity derivatives, are traded by the Company and are carried at their fair market value as either trading securities or trading securities sold, not yet purchased. The fair market value of almost all trading securities and derivatives, as described above, is determined from market prices quoted on public exchanges or based on management’s best estimate subject to independent price verification. New complex instruments may have immature or limited markets. As a result, the pricing models used for valuation may require significant estimates and assumptions.

F-9 Cargill, Incorporated and Subsidiaries

(1) Summary of Significant Accounting Policies (cont.) Trading Securities and Derivatives (cont.) In addition to its trading activities, the Company utilizes various types of derivative instruments (principally options, futures and interest rate and currency swaps) to hedge interest rate, currency and other market risks arising from certain of its assets and liabilities. The Company values its derivative instruments in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” as amended. The statement requires that all derivative instruments be recognized in the balance sheet at fair value with changes in such fair values recognized immediately in earnings unless specific hedging criteria are met. Effective changes in the fair value of derivatives designated as cash flow hedges and net foreign currency investment hedges are recorded in accumulated other comprehensive income. Amounts are reclassified from accumulated other comprehensive income when the underlying hedged item impacts net earnings and all ineffective changes in fair value are recorded currently in net earnings. Changes in the fair value of derivatives designated and effective as fair value hedges are recorded in earnings and are offset by corresponding changes in the fair value of the hedged item.

Inventories Grain, cotton and other commodities for merchandising and oilseeds and other commodities for processing and products thereof are stated principally at market, adjusted for unrealized gains or losses on open cash contracts valued at market. Market is determined from market prices quoted on public commodity exchanges, adjusted for expected freight costs to normal delivery points and a price premium or discount to cover local supply and demand factors as estimated by management. The availability and market price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, domestic and foreign government farm programs and policies, global production and other factors. The Company generally minimizes the risk of market fluctuations by hedging these inventories with futures, cash, and foreign exchange contracts. Generally these contracts are valued at market and the resulting unrealized gains or losses are recognized currently in earnings. Dressed beef, poultry, salt and other products are valued at the lower of cost (last-in, first- out) or market. All other inventories are stated principally at the lower of cost or market.

Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated principally using the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over 15 to 40 years. Machinery and equipment and transportation equipment are generally depreciated over 4 to 12 years. Mineral reserves are generally depleted using the units-of-production method based on estimates of recoverable reserves. The Company periodically evaluates the carrying value of these long-lived assets when events and circumstances indicate the carrying value may not be recoverable. If the carrying value is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds fair market value.

Asset Retirement Obligations The Company incurs obligations related to the retirement of certain long-lived assets. The fair values of these retirement obligations are recorded as liabilities on a discounted basis at the time the obligations are incurred. Upon recognition of the liability, the cost is capitalized as part of the related long-lived asset and depreciated over the estimated useful life of the related asset. Accretion expense in connection with the discounted liability is recognized up to the estimated settlement date. The Company’s asset retirement obligations relate primarily to its fertilizer business and were $518 million and $582 million at May 31, 2008 and 2007, respectively.

Business Combinations and Goodwill Business acquisitions are accounted for in accordance with SFAS 141, “Business Combinations,” with the purchase price allocated to the assets and liabilities acquired, including goodwill and other intangibles, based on their estimated fair values at date of acquisition. Under SFAS 142, “Goodwill and Other Intangibles Assets,” goodwill and intangible assets with indefinite lives are not amortized, but are reviewed annually for impairment or upon the occurrence of trigger events. Impairment assessments include

F-10 Cargill, Incorporated and Subsidiaries

(1) Summary of Significant Accounting Policies (cont.) Business Combinations and Goodwill (cont.) comparing the fair value of a reporting unit with its carrying value, including goodwill. The assessments are performed using a variety of methodologies, including cash flow analyses, estimates of sales proceeds and appraisals.

Pension and Postretirement Plans The Company and its subsidiaries have various pension and postretirement benefit plans covering most of its domestic employees and many of its foreign employees. Pension benefits are based on years of service and compensation. Pensions are funded in compliance with U.S. government regulations or local laws and customs. In September 2006, the FASB issued SFAS 158, “Employers Accounting for Defined Benefit Pension and Other Postretirement Plans”. The Company adopted the provisions of SFAS 158 relating to the recognition of the funded status of a plan as of May 31, 2008.

Share-Based Payment Plans As discussed more fully in the footnote titled “Share-Based Payment Plans,” the Company uses the fair value recognition provisions of SFAS 123 and expenses the value of stock options over the service period. In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 123R to further define the concept of fair market value as it relates to share-based payment transactions as compensation expense. The provisions of this statement were effective for the Company in 2007 and did not have a material effect on the Company’s consolidated financial position or results of operations.

Revenue Recognition The Company recognizes revenue from commodity or product sales when the goods are shipped or delivered depending upon when the customer has taken title and assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. Revenue recognition policies for trading securities and inventories are included elsewhere in this note.

Sales and other revenues include gross sales less value-added, excise and sales taxes and other discounts. Sales that are primarily of a financial nature, such as those related to trade structured financing and risk management solutions, are recorded net, and margins earned on such transactions are included in sales and other revenues. Shipping and handling costs are included in cost of sales and other revenues.

Foreign Currency Translation Gains and losses resulting from translating the financial statements of foreign subsidiaries, whose functional currency is the local currency, at the current rate are included directly in other comprehensive income.

Translation gains and losses of foreign subsidiaries operating in hyperinflationary economies and foreign subsidiaries where the U.S. dollar is the functional currency are included in net earnings currently. Net foreign currency transaction and translation gains and losses included in net earnings were losses of $124 million and $66 million in 2008 and 2007, respectively.

Income Taxes The Company and substantially all domestic subsidiaries are members of a group, which files a consolidated Federal income tax return. Federal income taxes or tax benefits are allocated to each company on the basis of its individual taxable income or loss and tax credits included in the return. The Company owns approximately 64% of The Mosaic Company (Mosaic), a publicly traded fertilizer company, that files separate federal and state income tax returns. Deferred income taxes are recognized for tax consequences of temporary differences by applying enacted statutory tax rates, applicable to future years, to differences between the financial reporting and the tax basis of existing assets and liabilities.

F-11 Cargill, Incorporated and Subsidiaries

(1) Summary of Significant Accounting Policies (cont.) Income Taxes (cont.) It is generally the policy of the Company to reinvest unremitted earnings of foreign subsidiaries and corporate joint ventures indefinitely, or to remit earnings only when the tax effect is minor. Accordingly, no provision has been made for income taxes that may be payable upon remittance of such earnings. The cumulative amount of unremitted earnings of foreign subsidiaries for which no deferred taxes have been provided at May 31, 2008, is approximately $9,109 million for the Company and $1,071 million for Mosaic. Federal income taxes on any amounts remitted would be partly offset by foreign tax credits. The cumulative amount of unremitted earnings from Mosaic to the Company for which no deferred taxes have been provided is $894 million at May 31, 2008.

In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS 109”. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification and other matters. The Company, as a nonpublic entity, will apply FIN 48 to its financial statements at May 31, 2009. Adoption is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

Net Earnings Per Share Basic earnings per share is determined by dividing net earnings by the weighted average number of shares outstanding. Shares outstanding include Common, ESOP Common, Management and Retiree stock. In computing diluted earnings per share, the weighted average number of shares outstanding are increased to include additional shares from the assumed exercise of stock options and the issuance of shares from stock grants. The number of additional shares is calculated by assuming stock grants are issued and options were exercised and that the proceeds from exercises were used to acquire shares at the average fair market value during the reporting period.

New Accounting Pronouncements In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. In February 2007, the FASB issued SFAS 159, “Fair Value Option for Financial Assets and Financial Liabilities,” which permits an entity to measure certain financial assets and financial liabilities at fair value. SFAS 157 and 159 are effective for the Company in 2009 and are not expected to have a material effect on the Company’s consolidated financial position or results of operations.

(2) Trading Securities Trading securities are carried at market value and include the following:

2008 2007 (In millions) Trading securities: Foreign issued securities $ 339 617 United States government and agency securities 22 45 Common and preferred stocks 304 452 Corporate and other issuer debt 363 907 $ 1,028 2,021

Trading securities pledged as collateral for financial instruments sold with agreements to repurchase were $85 million and $304 million at May 31, 2008 and 2007, respectively.

F-12 Cargill, Incorporated and Subsidiaries

(3) Inventories A summary of inventories follows: 2008 2007 (In millions) Grain, cotton and other commodities for merchandising $ 4,799 3,101 Oilseeds and other commodities for processing 5,307 3,989 Dressed beef, poultry, salt and other products 778 666 Food and food ingredients, livestock, energy products, fertilizer and other 5,259 3,786 $ 16,143 11,542

Inventories would have been $291 million and $218 million higher at May 31, 2008 and 2007, respectively, had the Company valued its last-in, first-out inventories using the first-in, first-out method.

(4) Acquisitions and Disposals Acquisitions The Company’s major acquisitions during 2008 included elevators and a grain terminal in Canada and meat processing businesses in the U.S. and U.K. Acquisitions during 2007 included a Canadian flour milling business, a soybean crushing business in China and a European based animal nutrition business. The operating results of businesses acquired are included in the consolidated statement of earnings from dates of acquisition.

A summary of the fair values of assets acquired and liabilities assumed at the date of acquisition is as follows: 2008 2007 (In millions) Cash and cash equivalents $ 2 — Other working capital items 58 18 Property 162 91 Goodwill 16 50 Long-term debt and capital leases (1) (4) Net other (liabilities) assets (70) 55 Total purchase price $ 167 210

Disposals Business disposals during 2008 included various investments in nonconsolidated companies. Proceeds from business disposals were $161 million with gains of $81 million, net of tax. The Company did not have any significant business disposals during 2007.

(5) Foreign Operations The following summarizes amounts included in the accompanying consolidated financial statements for operations located outside the U.S., before elimination of intercompany accounts with domestic companies. 2008 2007 (In millions) Working capital $ 7,960 3,074 Net other assets 11,580 11,170 19,540 14,244 Less minority interests 2,105 1,627 Equity in net assets $ 17,435 12,617 Equity in net earnings $ 3,000 1,054

F-13 Cargill, Incorporated and Subsidiaries

(6) Investments and Advances A summary of investments and advances is as follows: 2008 2007 (In millions) Nonconsolidated companies carried at equity: Investments $ 1,754 1,475 Advances 228 174 Companies carried at cost 186 224 Investments in affiliated private investment funds: CVI Global Value Fund 2,195 889 Black River Asset Management Funds 830 748 Other 174 119 $ 5,367 3,629

The summarized financial information shown below includes all nonconsolidated companies carried at equity. These companies include Brazilian and Canadian fertilizer companies, a U.S. steel company, numerous entities holding real estate and loan portfolios, and other agricultural joint ventures. 2008 2007 (In millions) Sales and other revenues $ 16,904 12,266 Net earnings 665 645 Equity in net earnings 285 189 Cash 1,186 941 Financial instruments 42 100 Accounts receivable 1,349 1,095 Inventories 1,756 1,007 Loans receivable 481 662 Real estate investments 1,682 824 Other assets 1,092 934 Property, plant and equipment 3,124 3,077 Total assets 10,712 8,640 Debt obligations, non-recourse to Cargill 3,983 3,135 Debt obligations, recourse to Cargill 264 221 Other liabilities 3,295 2,447 Net assets $ 3,170 2,837 Equity in net assets $ 1,754 1,475

The debt obligations, with recourse to Cargill shown above, are supported by Cargill guarantees with terms equal to the related debt amounts. No liability has been recorded related to these guarantees. The non-recourse debt is collateralized by specific assets of the nonconsolidated companies and the lenders do not have recourse to any other assets of the Company.

(7) Other Assets The following summarizes the changes in the goodwill account: 2008 2007 (In millions) Balance at beginning of year $ 3,354 3,322 Additional goodwill acquired 16 50 Translation 112 44 Income tax adjustments (489) (89) Other 8 27 Balance at end of year $ 3,001 3,354

F-14 Cargill, Incorporated and Subsidiaries

(7) Other Assets (cont.) In addition to investments and advances and goodwill, other assets include the following:

2008 2007 (In millions) Notes and accounts receivable, long-term $ 578 331 Investments in loan portfolios 764 1,571 Investments in real estate assets 1,881 2,110 Miscellaneous 1,353 1,843 $ 4,576 5,855

(8) Restructuring and Asset Impairment Charges The Company periodically evaluates the carrying value of long-lived assets, including goodwill and other intangible assets, when events and circumstances indicate the carrying value may not be recoverable. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Impairments during 2008 and 2007 include food processing assets in Brazil, North America and Europe. Restructuring charges were also recorded to cover exit and employee severance costs related both to assets to be sold and assets to be held and used. The total amount of restructuring and asset impairment charges was $116 million and $74 million before tax and $79 million and $60 million after tax in 2008 and 2007, respectively.

(9) Discontinued Operations In 2008, the Company sold its 69% equity interest in a gas-fired power plant in the UK. The gain on the sale of $477 million before tax and $310 million after tax is reported as discontinued operations in the consolidated statement of earnings. The operations of the power plant were not significant to the Company’s consolidated financial position or results of operations.

(10) Property The components of property are summarized below:

2008 2007 (In millions) Owned property, plant and equipment at cost: Land $ 780 797 Mineral reserves 2,190 2,132 Buildings 6,512 5,719 Machinery and equipment 16,589 14,824 Transportation equipment 939 897 $ 27,010 24,369 Property under capital leases: Land, improvements and buildings $ 88 91 Machinery and equipment 126 134 Transportation equipment 25 22 $ 239 247 Accumulated depreciation and amortization: Owned property, plant and equipment $ 13,586 11,905 Property under capital leases 121 135 $ 13,707 12,040

Capitalized interest on major construction projects was $48 million and $35 million in 2008 and 2007, respectively.

F-15 Cargill, Incorporated and Subsidiaries

(11) Short-term Debt Short-term debt consists of the following:

2008 2007 (In millions) Commercial paper $ 1,967 3,643 Notes payable to banks 1,757 2,259 Other 305 242 Current portion of long-term debt, obligations under capital leases and guarantee of ESOP debt 915 1,045 $ 4,944 7,189

Cash paid for interest on short-term and long-term debt, recourse and non-recourse, was $1,399 million and $1,285 million in 2008 and 2007, respectively.

F-16 Cargill, Incorporated and Subsidiaries

(12) Long-term Debt Long-term debt consists of the following:

2008 2007 (In millions) Senior notes and debentures: 3.625%, due 2009 $ 499 499 4.375%, due 2014 485 482 5.6%, due 2013 500 — 6.0%, due 2018 896 — 6.125%, due 2034 246 246 6.125%, due 2037 299 299 6.3%, due 2009 251 247 6.375%, due 2013 512 516 6.625%, due 2038 400 — 6.875%, due 2036 99 99 7.25%, due 2037 90 90 7.28%, $5 million due annually 2009 to 2024 80 85 7.375%, due 2026 175 175 7.5%, due 2027 149 149 8.89%, due 2022 100 100 8.93%, due 2025 100 100 9.25%, $5 million due annually 2009 to 2020 60 65 10.02%, $5 million due annually 2009 to 2019 55 60 U.S. Medium Term Notes: 5.56% to 7.5%, due in various installments to 2029 1,960 1,119 European Medium Term Notes: 1.75%, due 2012 285 247 2.15%, due 2014 94 — 3.75%, due 2015 100 — 4.105%, due 2008 — 403 4.375%, due 2013 1,154 1,004 4.5%, due 2015 772 669 4.875%, due 2017 768 666 5.375%, due 2037 295 295 6.25%, due 2016 771 — 8.09%, due 2011 242 — Industrial Revenue Bonds: 1.75% to 6.375%, due in various installments to 2035 184 184 Synthetic leases 413 438 Other 42 16 Obligations under capital leases 80 80 Obligations of foreign subsidiaries 843 283 12,999 8,616 Less current portion 915 1,045 $ 12,084 7,571

Annual maturities of long-term debt are $478 million in 2010, $1,067 million in 2011, $353 million in 2012, $3,264 million in 2013 and $6,922 million thereafter.

F-17 Cargill, Incorporated and Subsidiaries

(13) Short-term and Long-term Debt, Non-recourse Short-term and long-term debt, non-recourse is issued by Mosaic and Variable Interest Entities (VIEs). The Mosaic debt is not guaranteed or supported by Cargill or other consolidated subsidiaries. The VIE debt is collateralized by specific assets of the consolidated VIEs and the lender only has recourse to the assets of the entity collateralizing the loan. The lender does not have recourse to any other assets of the Company. VIEs are described more fully in Note 1 under the section titled, “Variable Interest Entities.” The non-recourse debt has interest rates ranging from 0% to 15.0%. Annual maturities of long-term debt, non-recourse are $316 million in 2010, $152 million in 2011, $91 million in 2012, $6 million in 2013 and $1,532 million thereafter.

(14) Lease Commitments Regular Leases The Company and its subsidiaries lease real property, barges, rail cars, other transportation equipment and various machinery and equipment under noncancellable operating lease agreements, extending through 2109. These include operating leases with certain shareholders under terms deemed to be the same as arms-length transactions, with future minimum lease payments of $25 million at May 31, 2008. Future minimum operating lease payments are as follows:

Years ending May 31 Amount (In millions) 2009 $ 292 2010 243 2011 183 2012 144 2013 108 Later years 618 Total minimum lease payments $ 1,588 Rental expense 2008 $ 498 Rental expense 2007 $ 440

Ocean Freight Agreements The Company enters into time charter agreements for the use of ocean freight vessels for the purpose of transporting agricultural and other commodities for the Company. The Company also engages in the business of chartering vessels to third-parties. These agreements typically range from 2 months to 10 years.

Future minimum payment obligations due under these agreements are $449 million in 2009, $343 million in 2010, $206 million in 2011, $120 million in 2012, $81 million in 2013, and $333 million thereafter. Actual amounts paid under these contracts may differ due to the variable components of these agreements. Charter expense for ocean freight agreements was $4,527 million and $2,327 million in 2008 and 2007, respectively, including charter expense on agreements with terms of one year or more of $832 million and $537 million in 2008 and 2007, respectively.

(15) Capital Stock The stockholders of the Company approved a five-for-one stock split, effective August 1, 2007 for all classes of common stock. All references to the number of shares, per share amounts, cash dividends, and any other reference to shares in the Consolidated Financial Statements and accompanying Notes have been adjusted to reflect the split on a retroactive basis. Previously awarded stock options, stock grant awards and cash performance option agreements have been adjusted or amended to reflect the split.

F-18 Cargill, Incorporated and Subsidiaries

(15) Capital Stock (cont.) The following summarizes transactions in the Company’s capital stock:

Issued Outstanding Amount (Shares in thousands) (In millions) Preferred stock 5% cumulative, $50 par value; 400,000 shares authorized: Balance at May 31, 2006, 2007 and 2008 199 — $ — Special preferred stock 5% cumulative, $50 par value; 10,000 shares authorized: Balance at May 31, 2006, 2007 and 2008 6 6 $ 0.3 Common stock $.01 par value; 2,400,000,000 shares authorized: Balance at May 31, 2006 1,802,808 1,000,016 $ 10.0 Acquired for treasury — — — Balance at May 31, 2007 1,802,808 1,000,016 10.0 Acquired for treasury — (3,001) — Balance at May 31, 2008 1,802,808 997,015 $ 10.0 ESOP common stock $.01 par value; 500,000,000 shares authorized: Series A ESOP common stock; 125,000,000 shares designated: Balance at May 31, 2006 115,875 87,210 $ 0.8 Acquired for treasury — (3,890) — Balance at May 31, 2007 115,875 83,320 0.8 Acquired for treasury — (3,177) — Balance at May 31, 2008 115,875 80,143 $ 0.8 Series B ESOP common stock; 50,000,000 shares designated: Balance at May 31, 2006, 2007 and 2008 2,897 2,897 $ — Management stock $.01 par value; 321,000,000 shares authorized: Balance at May 31, 2006 107,850 16,877 $ 0.2 Acquired for treasury — (4,428) — Issued from treasury under employee compensation plans — 5,417 — Balance at May 31, 2007 107,850 17,866 0.2 Acquired for treasury — (9,315) (0.1) Issued from treasury under employee compensation plans — 8,733 0.1 Balance at May 31, 2008 107,850 17,284 $ 0.2 Retiree stock $.01 par value; 71,500,000 shares authorized: Balance at May 31, 2006 10,015 6,468 $ 0.1 Acquired for treasury — (1,301) — Issued from treasury — 2,748 — Balance at May 31, 2007 10,015 7,915 0.1 Acquired for treasury — (5,555) (0.1) Issued from treasury 5,000 9,563 0.1 Balance at May 31, 2008 15,015 11,923 $ 0.1 Special management stock $.01 par value; 3,500,000 shares authorized: Balance at May 31, 2006, 2007 and 2008 — — $ —

F-19 Cargill, Incorporated and Subsidiaries

(16) Dividends on Capital Stock The Company generally pays quarterly cash dividends on its Capital Stock. The annual amounts of dividends paid per share are as follows: 2008 2007 ($ Per Share) Special preferred $ 2.50 2.50 Common .37 .29 ESOP common .37 .29 ESOP common preference — .38 Management .37 .29 Retiree .37 .29

(17) Share-Based Payment Plans The Company has a Stock Option Plan (Plan) to encourage stock ownership and provide greater incentive for key management employees and officers through the granting of options to purchase shares of Management Stock. The Plan provides for the granting of options at fair market value on the date of grant. Options may be exercised after three years and expire from seven to ten years from the grant date. The Company settles stock option exercises with treasury shares.

A summary of stock option activity under the Plan is as follows: Wtd. Avg. Remaining Wtd. Avg. Contractual Life Shares Exercise Price (Years) Balance at May 31, 2006 100,732,670 $ 10.44 5.3 Options granted 15,085,625 20.47 Options forfeited/expired (405,250) (16.20) Options exercised (13,264,610) (8.47) Balance at May 31, 2007 102,148,435 12.15 5.2 Options granted 9,694,240 27.21 Options forfeited/expired (7,500) (18.15) Options exercised (31,303,870) (9.07) Balance at May 31, 2008 80,531,305 15.16 5.1 Exercisable at May 31, 2008 57,681,190 12.14 3.8

Using the Black-Scholes option-pricing model, the weighted average fair value of options granted was estimated based on weighted average assumptions as follows: 2008 2007 Weighted average fair value $ 5.01 $ 4.57 Risk free interest rates 4.31% 4.96% Expected lives 6.25 years 6.25 years Expected dividend yield 1.34 % 1.42% Expected volatility 10.60 % 14.00%

Risk free interest rates reflect the yield on U.S. Treasury securities. Expected volatility is based on the historic volatility of Company stock. Expected lives are based on Company experience with employee exercise behavior.

Compensation expense for the Plan was $49 million and $69 million in 2008 and 2007, respectively. The total intrinsic value of stock options exercised was $946 million and $160 million during 2008 and 2007, respectively. At May 31, 2008, total unrecognized compensation expense of nonvested stock options was $25 million. That expense is expected to be recognized over a weighted average period of 1.65 years. The total fair value of stock options vested during 2008 and 2007 was $65 million and $22 million, respectively.

F-20 Cargill, Incorporated and Subsidiaries

(17) Share-Based Payment Plans (cont.) The Company also provides a Cash Performance Option Plan. Like stock options, the cash performance options offer participants a chance to share in the Company’s growth through options that are tied to the Company’s performance. Participants receive the cash equivalent of any appreciation in Management stock between the time the cash options are awarded and the time they are exercised. Cash options may be exercised after three years and expire five years from the grant date. Cash performance option expense was $406 million in 2008 and $127 million in 2007, and is recognized over the service periods of the plans, based upon the current fair market value of the underlying stock. At the May 31, 2008 Management stock value of $50.85 per share, total unrecognized expense of cash performance options was $131 million.

A Stock Grant Program (Program) is administered to retain and motivate certain top executives of the Company. The Program provides for grants that vest in two to five years and some have a performance requirement. Shares granted and outstanding under the program were 2,439,466 and 3,046,780 at May 31, 2008 and 2007, respectively. Stock grant expense is recognized over the vesting period based on the grant-date fair value and was $5 million in both 2008 and 2007, respectively.

In addition to the Cargill Stock Option Plan, Mosaic sponsors one share-based compensation plan. The Mosaic Company 2004 Omnibus Stock and Incentive Plan (Mosaic Plan), which was approved by shareholders and became effective October 20, 2004, permits the grant of new share options and shares to its employees for up to 25 million shares of Mosaic common stock. The Mosaic Plan provides for grants of stock options, restricted stock, restricted stock units, and a variety of other share-based awards. The Mosaic Plan option grants outstanding were 3,500,000 and 5,900,000 at May 31, 2008 and 2007, respectively. The Mosaic Plan option grants exercisable were 1,400,000 and 3,200,000, with a weighted average exercise price of $15.03 and $19.01 at May 31, 2008 and 2007, respectively. The weighted average grant date fair value of the options granted during the year was calculated at $18.87 and $7.43 during 2008 and 2007, respectively. The fair value was estimated using the Black-Scholes option pricing model with the following assumptions for 2008 and 2007: risk-free interest rates of 4.63% and 4.82%, respectively; expected lives of 6 years for both years; and expected volatility of 40.5% and 40.8%, respectively.

Mosaic had $19 million and $23 million recorded for all types of share-based compensation expense in 2008 and 2007, respectively. The total intrinsic value of stock options exercised was $151 million and $23 million during 2008 and 2007, respectively. At May 31, 2008, total unrecognized compensation expense related to nonvested stock options and restricted stock was $19 million. That expense is expected to be recognized over a weighted average period of 1.8 years. The total fair value of shares vested during 2008 and 2007 was $10 million and $11 million, respectively.

(18) Employee Stock Ownership Plan In February 1992, the Company established an Employee Stock Ownership Plan (ESOP). The ESOP borrowed $691 million from outside lenders and $39 million from the Company. The loan proceeds were used to purchase approximately 17% of the Company’s outstanding common stock. The ESOP then exchanged the common stock for ESOP common stock.

The Company is obligated to make annual contribution and dividend payments to the ESOP sufficient to repay the ESOP’s loan, including interest. The ESOP common stock pays a regular dividend equal to the dividend on common stock, $0.37 per share in 2008.

The last preference dividend of $0.38 per share was paid during 2007. Since February 28, 2007, the ESOP common stock has the same per share value and earns the same dividends as common stock.

The Company’s guarantee of the ESOP debt was recorded as long-term debt and an unearned ESOP compensation amount was recorded as a reduction of Stockholders’ Equity on the consolidated balance sheet. The final installment on the ESOP debt from outside lenders was paid during 2007.

The ESOP currently covers almost all U.S. non-union employees and allocates shares to employees as a substitute for certain pension and retiree health care benefits and as a 401K contribution match of 100% on the first 3% of pay and a 50% match on the next 2% of pay. ESOP income included in net earnings, consists of dividends received less expenses determined on a shares-allocated method, was $6 million and $5 million for 2008 and 2007, respectively.

F-21 Cargill, Incorporated and Subsidiaries

(19) Pension and Other Postretirement Benefits The Company and its subsidiaries have various pension plans covering most of their domestic employees and many of their foreign employees. Benefits are based on years of service and compensation. Pensions are funded in compliance with U.S. government regulations or local laws and practices.

Plan assets are held in trust and consist mainly of equity and debt securities. Equity securities include Cargill common stock, which represents 2.5% and 1% of total plan assets for 2008 and 2007, respectively. The Company’s weighted average retirement plan asset allocation for 2008 and 2007 and target allocations for 2008 are as follows:

Target Plan Assets Allocation 2008 2007 2008 Asset Category: Equity securities 46% 52% 48% Debt securities 36% 30% 34% Real estate 5% 4% 5% Other assets 13% 14% 13% Total 100% 100% 100%

The investment objective for the defined benefit plan is to secure the benefit obligations to participants at a reasonable cost to the Company by optimizing long-term return on plan assets at an acceptable level of risk. The defined benefit portfolio is well diversified across broad asset categories. Within asset categories, the portfolio is further diversified across investment strategies, styles and investment managers. The actual allocations to broad asset categories may vary tactically around the long-term policy target allocations based on market conditions.

The expected rate of return on plan assets is derived from the asset allocation, historical long-term investment performance, and an estimate of future long-term investment performance for the asset categories represented in the investment portfolio. Future expected returns are determined by the Company using input from third-party actuaries and investment professionals.

In addition to providing pension benefits, the Company and certain subsidiaries provide health care and some life insurance benefits for certain retired employees. In 1993, the Company adopted SFAS 106 that requires the expected cost of retiree health benefits to be charged to expense during the service lives of employees. The initial accumulated postretirement benefit obligation of $202 million is being amortized over 20 years. The Company uses a measurement date of May 31 for its primary U.S. postretirement benefit plan.

In September 2006, the FASB issued SFAS 158, “Employers Accounting for Defined Benefit Pension and Other Postretirement Plans”. The Company adopted the provisions of SFAS 158 relating to the recognition of the funded status of a plan as of May 31, 2008. The incremental effect of applying SFAS 158 was a $358 million reduction in Total Stockholders’ Equity, net of deferred income taxes.

F-22 Cargill, Incorporated and Subsidiaries

(19) Pension and Other Postretirement Benefits (cont.) The Company uses a March 1 measurement date for its domestic pension plans and various measurement dates for its foreign pension plans. The provision of SFAS 158 requiring the financial statement measurement date at the end of the fiscal year will be effective for the year ending May 31, 2009. The key components of the defined benefit pension plans and postretirement benefit plans for domestic and foreign companies are as follows:

Pension Plans Postretirement Plans 2008 2007 2008 2007 (In millions) (In millions) Change in benefit obligations: Benefit obligation at beginning of year $ 5,209 4,857 $ 420 423 Service cost 141 139 4 4 Interest cost 278 251 22 23 Actuarial (gain)/loss (261) (29) (60) (2) Currency fluctuations 226 104 7 3 Plan amendments — 44 — (1) Benefits paid (200) (190) (28) (31) Acquisitions/Divestitures 2 30 — — Other 16 3 (10) 1 Benefit obligation at end of year $ 5,411 5,209 $ 355 420 Change in plan assets: Fair value at beginning of year $ 4,144 3,748 $ 1 1 Actual return on plan assets 139 329 — — Employer contributions 190 138 28 30 Benefits paid (200) (190) (28) (31) Acquisitions/Divestitures — 30 — — Currency fluctuations 171 82 — — Other 6 7 — 1 Fair value at end of year $ 4,450 4,144 $ 1 1 Funded status $ (961) (1,065) $ (354) (419) Employer contributions in fourth quarter 19 15 2 2 Funded status as of May 31 $ (942) (1,050) $ (352) (417) Amounts recognized in the balance sheet: Noncurrent assets $ 37 — $ — — Current liabilities (23) — (30) (12) Noncurrent liabilities (956) (500) (322) (430) Net pension liability at end of year $ (942) (500) $ (352) (442) Amounts recognized in accumulated other comprehensive income consist of: Net actuarial loss $ 734 — $ (72) 1 Net prior service cost 102 — — — Transition obligation 4 — 6 — Minimum pension liability — 366 — — $ 840 366 $ (66) 1 Net periodic benefit costs: Service cost $ 141 139 $ 4 4 Interest cost 278 251 22 23 Expected return on assets (302) (260) — — Amortization 68 70 (2) — Other 6 (1) (5) (1) $ 191 199 $ 19 26 Weighted average assumptions used to determine benefit obligations: Discount rate 5.9% 5.3% 5.9% 5.5% Rate of increase in compensation levels 3.9% 3.8% — — Expected long-term rate of return on assets 7.2% 7.0% — — Weighted average assumptions used to determine net benefit cost: Discount rate 5.3% 5.3% 5.5% 5.6% Rate of increase in compensation levels 3.8% 3.8% — — Expected long-term rate of return on assets 7.2% 7.0% — —

F-23 Cargill, Incorporated and Subsidiaries

(19) Pension and Other Postretirement Benefits (cont.) Assumed health care trend rates used to measure the expected cost of benefits covered by the postretirement plans were as follows:

2008 2007 Weighted average assumptions used to determine benefit obligations: Health care cost trend rate assumed 8.6% 9.4% Ultimate health care cost trend rate 5.0% 5.0% Year that the rate reaches the ultimate trend rate 2012 2012 Weighted average assumptions used to determine net postretirement cost: Health care cost trend rate assumed 9.2% 9.4% Ultimate health care cost trend rate 5.1% 5.0% Year that the rate reaches the ultimate trend rate 2012 2012

A 1% increase in the health care cost trend rate assumption would increase the accumulated postretirement benefit obligation by $25 million at May 31, 2008, and the expense by $3 million for 2008.

In 2009, the Company estimates it will contribute in the range of $140 to $170 million to their domestic and foreign pension plans and $30 million to the postretirement plans.

Following are expected pension and postretirement benefit payments for the next five years and in the aggregate for the five fiscal years thereafter:

Year ending May 31 Pension Postretirement (In millions) 2009 $ 208 $ 30 2010 211 31 2011 225 31 2012 236 31 2013 253 30 Next five years (aggregate) 1,507 131

The Company also has several defined contribution plans covering both domestic and foreign employees. The general purpose of these plans is to provide additional financial security during retirement by providing employees with an incentive to make regular savings. The Company contributed $54 million and $39 million in 2008 and 2007, respectively.

(20) Income Taxes U.S. and foreign income tax expense from continuing operations is made up of the following components:

2008 2007 (In millions) United States, primarily Federal: Current $ 706 480 Deferred 210 8 Foreign: Current 1,131 607 Deferred (197) (221) $ 1,850 874

F-24 Cargill, Incorporated and Subsidiaries

(20) Income Taxes (cont.) The effective tax rate from continuing operations is different from the statutory U.S. Federal income tax rate for the following reasons:

2008 2007 U.S. statutory rate 35.0% 35.0% Impact of foreign operations (3.9) (2.0) Decrease in valuation allowance (.4) (.6) State and local income taxes 1.1 .8 Taxes on unremitted earnings 1.7 — Additional taxes credited (.4) (3.4) Depletion (2.3) (1.4) Other (.9) (1.1) 29.9% 27.3%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

2008 2007 (In millions) Deferred tax liabilities: Depreciation and amortization $ 1,170 1,373 Depletion 364 506 Total deferred tax liabilities 1,534 1,879 Deferred tax assets: Accruals 1,493 1,174 Tax loss carryforwards 589 727 Capital loss carryforwards 6 14 Tax credits 375 158 Total deferred tax assets 2,463 2,073 Valuation allowance (614) (894) Total net deferred tax assets 1,849 1,179 Net deferred tax assets (liabilities) $ 315 (700)

The Company’s tax returns for the years 2005 and 2006 are being audited by the Internal Revenue Service (IRS). The IRS has issued a revenue agent’s report for the years 2002 to 2004. Although the eventual outcome of these audits is not certain, the Company has paid or provided amounts it believes are sufficient for any liabilities that may arise from these tax claims.

At May 31, 2008, the Company has net operating loss carryforwards, capital loss carryforwards and tax credits of approximately $2,165 million, $23 million and $453 million, respectively, including preacquisition carryforwards of $462 million of net operating losses, and $103 million of tax credits. Of the total net operating loss carryforwards, $1,336 million expires in various years through 2028 and $829 million is available indefinitely. The majority of the tax credits are being carried back or do not expire.

Cash paid for income taxes was $956 million and $1,108 million in 2008 and 2007, respectively.

(21) Financial Derivative Instruments with Off-Balance-Sheet Risk The Company has a risk management group that assists senior management in the identification, assessment and control of various risks. The Company monitors its exposure to market and credit risks on a daily basis through a variety of financial and credit exposure calculations and reports. In addition, the Company has a range of policies and procedures in place to support effective risk management and communication.

F-25 Cargill, Incorporated and Subsidiaries

(21) Financial Derivative Instruments with Off-Balance-Sheet Risk (cont.) The Company utilizes various types of derivative instruments to manage the interest rate, currency and other market risks associated with certain liabilities and assets such as trading securities, trading securities sold not yet purchased, loans, short-term borrowings and other debt.

Certain of the Company’s trading securities have off-balance-sheet risk of accounting loss, which may consist of market and/or credit risk, in excess of amounts recorded on the consolidated balance sheet. The Company utilizes a variety of derivatives and off-balance-sheet financial instruments to manage its exposure to interest rate and other risks and to take trading positions. Financial instruments traded or utilized by the Company, which involve varying degrees of credit and market risk, include derivatives, trading securities sold, not yet purchased, and forward commitments.

The Company manages the risk that counterparties to either derivative or cash instruments might default on their obligations. To manage the level of credit risk, the Company enters into master netting arrangements whenever possible, obtains collateral when appropriate and monitors the size and maturity structure of the positions. The Company also monitors credit exposures, limits transactions with specific counterparties, and continually assesses the creditworthiness of counterparties. Master netting arrangements incorporate rights of setoff that provide for the net settlement of certain contracts with the same counterparty in the event of default.

Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates, foreign exchange rates, the prices of equities, commodities, or the related indices. The level of market risk is influenced by the volatility and liquidity in the markets in which financial instruments are traded. The Company seeks to control market risk by developing and refining hedging strategies that correlate price, currency and commodity movements of its trading securities and the related hedges. In many cases, derivative financial instruments are used to hedge other on- and off-balance-sheet transactions.

Trading securities sold, not yet purchased represent obligations of the Company to deliver specified securities at a contracted price. These transactions result in off-balance-sheet market risk as the Company’s ultimate obligation for trading securities sold, not yet purchased may exceed the amounts recognized in the consolidated balance sheet. Trading securities sold, not yet purchased were classified as accounts payable in the consolidated balance sheet and were $77 million at both May 31, 2008 and 2007.

Financial futures, forward commitments and foreign currency contracts involve a commitment to purchase or sell securities, currencies or commodities at a future date at a predetermined price. The Company enters into financial futures and foreign currency contracts to hedge against uncertainty in future interest rates, and security and currency values. When the Company purchases foreign currency denominated assets, issues foreign currency denominated debt or has foreign net investments, it subjects itself to changes in value as exchange rates move. These fluctuations are managed by entering into currency swaps and forwards.

Swap agreements generally involve the exchange of payment obligations on an underlying notional principal amount. These transactions may expose the Company to off-balance-sheet risk associated with interest rate, foreign currency, commodity or equity price fluctuations. The Company enters into either U.S. dollar or non-U.S. currency denominated interest rate swaps and generally uses these agreements to hedge interest rate-sensitive trading securities and borrowings.

The Company enters into total return swap agreements to assume either interest rate, credit, or equity price risk on the swap’s underlying assets or to pass the risk associated with the swap’s underlying assets to the counterparty. Total return swaps generally require one party to pay the other a rate of interest, generally a floating rate plus a spread, in return for payments equal to the return on an asset or a portfolio of assets.

For those swap contracts where the Company assumes equity price risk, it can either be receiving an equity-based or interest-based return under the total return swap agreement. These derivatives are largely utilized to assume equity price risk without having ownership of the underlying equities or to pass the equity price risk to the total return swap counterparty. If risk is assumed, it may be hedged with other derivative instruments.

F-26 Cargill, Incorporated and Subsidiaries

(21) Financial Derivative Instruments with Off-Balance-Sheet Risk (cont.) Credit default swaps are an agreement between two parties whereby one party pays the other a fixed coupon over a specified term. The other party makes no payment unless a specified credit event such as a default occurs, at which time a payment is made and the swap terminates. The Company enters into credit default swaps either to assume or hedge credit risk.

As a writer of option contracts, the Company receives cash and, in return, may be obligated to purchase or sell to the holder a specific financial instrument under the terms of the contract. As a holder of option contracts, the Company pays cash and, in return, has the choice of whether or not to purchase or sell to the writer a specific financial instrument under the terms of the contract. The Company enters into option contracts to hedge against uncertainty in future security and currency values and to capitalize on perceived market opportunities.

The Company also purchases financial instruments created from the securitization of municipal bonds (municipal derivatives). These financial instruments are residual interests in qualifying special purpose entities sponsored by a third party. The return on the residual interests and changes in their market value varies inversely with market interest rates. The Company’s returns are subject to significant leverage and as a result do not directly correlate with changes in market interest rates. Municipal derivatives, which may be considered alternative sources of financing and are off-balance sheet, total $230 million and $191 million at May 31, 2008 and 2007, respectively.

The notional or contractual amount of derivatives provide a measure of the volume of the Company’s involvement in these types of transactions and may not represent the amounts subject to market risk or the future cash requirements under certain of these instruments. A summary of the notional or contractual amounts of these instruments, excluding those considered as alternative sources of financing, is as follows:

At May 31 2008 2007 (In millions) Financial futures and forward commitments Commitments to purchase $ 4,667 1,871 Commitments to sell 6,168 3,358 Foreign currency contracts Commitments to purchase 18,000 9,066 Commitments to sell 21,120 11,890 Interest rate swap agreements Fixed rate payor 1,080 2,180 Variable rate payor 1,418 719 Credit default swap agreements 221 566 Commodity and basis swap agreements 36,402 24,628 Total return swap agreements Equity based payor 83 — Interest rate payor 1 25 Option contracts written Commitments to purchase 3,421 4,361 Commitments to sell 3,879 2,418 Option contracts held Commitments to purchase 4,139 3,917 Commitments to sell 3,467 910

F-27 Cargill, Incorporated and Subsidiaries

(22) Net Earnings Per Share The following is a reconciliation of basic net earnings per share to diluted net earnings per share for the years ended May 31, 2008 and 2007. Shares outstanding include Common, ESOP common, Management and Retiree stock.

2008 2007 (Shares in millions) Basic net earnings per share $ 3.56 2.11 Average shares outstanding—basic 1,111.3 1,113.0 Shares from assumed stock option exercises and issuance of stock grants 36.6 39.7 Adjusted average shares outstanding—diluted 1,147.9 1,152.7 Diluted net earnings per share $ 3.44 2.03

Components of basic and diluted net earnings per share are as follows:

2008 2007 ($ Per Share) Basic net earnings per share Continuing operations $ 3.28 2.11 Discontinued operations .28 — Net earnings $ 3.56 2.11 Diluted net earnings per share Continuing operations $ 3.17 2.03 Discontinued operations .27 — Net earnings $ 3.44 2.03

(23) Fair Value of Financial Instruments Trading securities and trading securities sold, not yet purchased are carried at fair value. The carrying amount of cash and cash equivalents, short-term investments, short-term debt and other current assets and liabilities approximates fair value due to the short maturity of these instruments. The fair value of long-term debt and long-term debt, non-recourse was determined by using interest rates currently available for issuance of debt with similar terms and remaining maturities. The amounts at May 31, 2008, are summarized below:

Amount Fair Value (In millions) Long-term debt $ 12,084 11,673 Long-term debt, non-recourse $ 2,097 2,119

F-28 Cargill, Incorporated and Subsidiaries

(24) Accumulated Other Comprehensive Income Components of accumulated other comprehensive income/(loss) consist of the following:

Balance Balance Balance May 31, 2007 May 31, 2008 May 31, 2006 Change 2007 Change 2008 (In millions) Foreign currency translation adjustments $ 947 266 1,213 666 1,879 Unrealized gain/(loss) on securities 69 31 100 (53) 47 Unrealized gain/(loss) on cash flow hedges (28) 10 (18) 17 (1) Minimum pension liability adjustment (309) 114 (195) 62 (133) Actuarial gain — 7 7 10 17 Adoption of SFAS 158 — — — (358) (358) Accumulated other comprehensive income $ 679 428 1,107 344 1,451

The Company uses foreign currency debt and forwards to hedge portions of the Company’s net investment in foreign operations. For hedges that meet the effectiveness requirements, the net gains or losses are recorded in foreign currency translation adjustments within accumulated other comprehensive income. The unrealized loss for hedges recorded in foreign currency translation adjustments was $496 million and $93 million at May 31, 2008 and 2007, respectively.

(25) Contingencies and Commitments Contingencies The Company and its subsidiaries have various legal actions, claims and proceedings pending against them including those arising from product defects, employment-related matters, intellectual property and governmental regulations. The Company has established reserves for matters in which losses are probable and can be reasonably estimated. Litigation is subject to uncertainties and the outcome of individual litigated matters is not predictable with assurance. However, after discussion with counsel, it is the opinion of management, that any ultimate liability in these matters has been provided for or will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

The Company and its subsidiaries are contingently liable for guaranteed lease residuals of $50 million and guaranteed obligations of third parties totaling $432 million at May 31, 2008.

Commitments The Company and its subsidiaries have outstanding letters of credit issued by banks for the purchase of commodities, margin deposit requirements, performance guarantees and other purposes totaling $1,861 million at May 31, 2008.

The Company has approved capital expenditures aggregating $2,890 million, at May 31, 2008, for the purchase or construction of property, plant and equipment and for the acquisition of other businesses.

(26) Accounts Receivable Securitization Facility The Company has an accounts receivable securitization facility in one of its Canadian subsidiaries. Through the facility the Company sells, without recourse, an undivided interest in accounts receivable to investors in a securitization trust. The Company retains collection and administrative responsibilities for the accounts receivable sold. At the time an accounts receivable is sold and title transferred, it is removed from the consolidated balance sheet.

F-29 Cargill, Incorporated and Subsidiaries

The Company has $353 million and $261 million of receivables sold under this facility as of May 31, 2008 and May 31, 2007, respectively. The Company has $107 million and $27 million representing its retained interest including accounts receivable not sold, recorded on its balance sheet, as of May 31, 2008 and May 31, 2007, respectively. Approximately $7 million and $6 million of expenses were recognized in the consolidated statement of earnings related to the securitization program in 2008 and 2007, respectively. Cash flows associated with the transfer of the receivables include proceeds from new sales of $5,667 million and $3,845 million in 2008 and 2007, respectively.

(27) Subsequent Event On July 14, 2008, the Company’s Mosaic subsidiary and another investor announced a definitive agreement to sell Saskferco to Yara International ASA for approximately $1.6 billion. The transaction is subject to customary closing conditions, including approvals under the Investment Canada Act and the Canadian Competition Act. Closing is expected in the third calendar quarter of 2008. Mosaic’s share of the sale proceeds from their equity investment in Saskferco is expected to be approximately $800 million, and the transaction is expected to result in a gain. The Company has classified the $31 million equity investment in Saskferco as a current asset on the consolidated balance sheet.

F-30 Cargill, Incorporated and Subsidiaries CONSOLIDATED BALANCE SHEET August 31, 2008 and August 31, 2007 (In Millions) Unaudited August 31, August 31, A S S E T S 2008 2007 CURRENT ASSETS Cash and cash equivalents $ 3,898 2,207 Short-term investments 899 439 Financial instruments purchased with agreements to resell 177 217 Trading securities 967 1,557 Accounts receivable, notes receivable, and accrued income, net 16,498 11,864 Inventories 16,918 12,106 Other 3,555 2,015 TOTAL CURRENT ASSETS 42,912 30,405 OTHER ASSETS Investments and advances 5,323 4,133 Goodwill 2,931 3,256 Other assets 4,124 5,043 TOTAL OTHER ASSETS 12,378 12,432 PROPERTY Owned property, plant & equipment 26,822 24,748 Property under capital leases 235 252 Construction in progress 2,053 1,533 29,110 26,533 Less accumulated depreciation and amortization 13,848 12,424 NET PROPERTY 15,262 14,109 TOTAL ASSETS $ 70,552 56,946 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt $ 6,427 7,996 Short-term debt, non-recourse 1,040 1,285 Financial instruments sold with agreements to repurchase 1,867 1,870 Accounts payable and accrued expenses 17,971 10,987 Accrued income taxes 1,070 638 TOTAL CURRENT LIABILITIES 28,375 22,776 OTHER LIABILITIES Long-term debt 11,908 7,717 Long-term debt, non-recourse 1,993 3,164 Deferred income taxes 776 932 Other deferred liabilities 3,026 2,650 TOTAL LIABILITIES 46,078 37,239 MINORITY INTERESTS IN SUBSIDIARIES 4,068 2,643 STOCKHOLDERS' EQUITY Capital stock 11 11 Retained earnings 19,417 16,053 Unearned ESOP compensation (141) (160) Accumulated other comprehensive income 1,119 1,160 TOTAL STOCKHOLDERS' EQUITY 20,406 17,064 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 70,552 56,946

Certain fiscal 2008 balance sheet accounts have been reclassified to conform with the current year presentation. The Consolidated Balance Sheet has been prepared from the books and records of the Company including interim estimates that have not been subjected to external audit verification. In my opinion, the Consolidated Balance Sheet is fairly stated and in conformity with accounting principles generally accepted in the United States of America.

October 9, 2008 Date Corporate Vice President and Controller

F-31 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF EARNINGS Three Months Ended August 31, 2008 and August 31, 2007 (In Millions) (Unaudited)

Three Months Ended 8/31/08 8/31/07

Sales and other revenues $ 36,371 26,096

Cost of sales and other revenues 31,547 22,801 (Exclusive of depreciation and amortization, as shown below)

Gross Profit 4,824 3,295

Expenses and other income Selling, general and administrative expenses 1,345 1,201 Depreciation and amortization of property 407 378 Interest on long-term debt 202 194 Interest on short-term debt 122 182 Other income, net (106) (131)

Earnings of consolidated companies before income taxes 2,854 1,471 Income tax expense 903 405

Net earnings of consolidated companies 1,951 1,066 Add equity in net earnings of nonconsolidated companies 121 45 Deduct minority interests in net earnings of consolidated subsidiaries (582) (194)

NET EARNINGS $ 1,490 917

The Consolidated Statement of Earnings has been prepared from the books and records of the Company including interim estimates that have not been subjected to external audit verification. In my opinion, the Consolidated Statement of Earnings is fairly stated and in conformity with accounting principles generally accepted in the United States of America.

October 9, 2008 Date Corporate Vice President and Controller

F-32 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended August 31, 2008 and August 31, 2007 (In Millions) (Unaudited)

Three Months Ended 8/31/08 8/31/07 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings$1,490 917 Minority interests in net earnings of consolidated subsidiaries 582 194 Noncash items included in earnings: Equity in net earnings of nonconsolidated companies, net of dividends (37) 31 Depreciation and amortization of property 407 378 Deferred income taxes 129 35 Share-based compensation (31) 27 Other, net 99 (88) Total cash from operations 2,639 1,494 Decrease (increase) in financial instruments purchased with agreements to resell 249 (199) Decrease in trading securities 122 177 (Increase) in accounts receivable, notes receivable and accrued income (1,128) (715) (Increase) in inventories (782) (548) Increase in financial instruments sold with agreements to repurchase 239 365 (Decrease) in accounts payable and accrued expenses (827) (431) (Increase) decrease in other current assets and liabilities (598) 211 Other, net (257) (84) Net cash (used) provided by operating activities (343) 270 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property (636) (441) Investments in businesses acquired, less cash received -- (80) Investments in nonconsolidated companies (21) (71) Total capital investments (657) (592) Net proceeds from property and business disposals 60 93 Net investments in loan portfolios and real estate 103 349 Net investments in affiliated private investment funds (30) (462) Other, net 50 (20) Net cash used by investing activities (474) (632) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from short-term debt 1,497 841 Net (payments on)proceeds from short-term debt, non-recourse (79) 140 Proceeds from long-term debt 50 105 Proceeds from long-term debt, non-recourse 57 66 Payments on long-term debt (35) (67) Payments on long-term debt, non-recourse (113) (375) Dividends paid to stockholders (158) (102) Dividends paid to minority interests in subsidiaries (18) (33) Capital stock transactions, net (291) (94) Other, net 52 (9) Net cash provided by financing activities 962 472 INCREASE IN CASH AND CASH EQUIVALENTS 145 110 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,753 2,097 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,898 2,207

Certain fiscal 2008 cash flow accounts have been reclassified to conform with the current year presentation. The Consolidated Statement of Cash Flows has been prepared from the books and records of the Company including interim estimates that have not been subjected to external audit verification. In my opinion, the Consolidated Statement of Cash Flows is fairly stated and in conformity with accounting principles generally accepted in the United States of America.

October 9, 2008 Date Corporate Vice President and Controller

F-33 Cargill, Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Three Months Ended August 31, 2008 and August 31, 2007 (In Millions) (Unaudited)

Accum. Unearned Other Total Add'l. Compre- ESOP Compre- Stock- Capital Paid In hensive Retained Compen- hensive holders' Stock Capital Income Earnings sation Inc./(Loss) Equity Balance at May 31, 2007 $ 3 -- 15,303 (164) 1,107 16,249 Shares issued 8 5 (8) -- -- 5 Shares reacquired -- (35) (60) -- -- (95) Comprehensive income: Net earnings -- -- $ 917 917 -- -- 917 Other comprehensive income: Foreign currency translation adjustments -- -- 68 -- -- 68 -- Unrealized loss on securities -- -- (12) -- -- (12) -- Unrealized loss on cash flow hedges -- -- (3) -- -- (3) -- Other comprehensive income -- -- 53 ------53 Comprehensive income $ 970 Stock based compensation -- 5 ------5 Tax benefit on ESOP dividends -- -- 3 -- -- 3 Tax benefit on stock options and grants -- 25 ------25 Amort. of unearned ESOP compensation ------4 -- 4 Cash dividends -- -- (102) -- -- (102) Balance at August 31, 2007 $ 11 -- 16,053 (160) 1,160 17,064

Balance at May 31, 2008 $ 11 -- 18,241 (146) 1,451 19,557 Shares issued -- 19 ------19 Shares reacquired -- (137) (164) -- -- (301) Comprehensive income: Net earnings -- -- $ 1,490 1,490 -- -- 1,490 Other comprehensive income: Foreign currency translation adjustments -- -- (333) -- -- (333) -- Unrealized loss on securities -- -- (21) -- -- (21) -- Unrealized gain on cash flow hedges -- -- (3) -- -- (3) -- Actuarial gain -- -- 21 -- -- 21 -- Prior service cost 4 4 Other comprehensive income -- -- (332) ------(332) Comprehensive income $ 1,158 Stock based compensation -- 5 ------5 Tax benefit on ESOP dividends -- -- 4 -- -- 4 Tax benefit on stock options and grants -- 113 ------113 Amort. of unearned ESOP compensation ------5 -- 5 Cash dividends -- -- (158) -- -- (158) Other -- -- 4 -- -- 4 Balance at August 31, 2008 $ 11 -- 19,417 (141) 1,119 20,406

The Consolidated Statement of Stockholders' Equity has been prepared from the books and records of the Company including interim estimates that have not been subjected to external audit verification. In my opinion, the Consolidated Statement of Stockholders' Equity is fairly stated and in conformity with accounting principles generally accepted in the United States of America.

October 9, 2008 Date Corporate Vice President and Controller

F-34 Cargill, Incorporated and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended August 31, 2008 and 2007

The unaudited consolidated financial statements reflect, in the opinion of the management of Cargill, Incorporated, all normal recurring adjustments necessary for a fair statement of the financial position and results of operations and cash flows for the interim periods. The statements are condensed and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes for the year ended May 31, 2008. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full year.

A. Summary of Significant Accounting Policies Significant accounting policies followed in preparing the consolidated financial statements are summarized below.

1. Nature of Business The Company is engaged in the international marketing and processing of agricultural, industrial and financial commodities. Operating in 67 countries worldwide, the Company markets its products principally in four geographic regions: Asia/Pacific, Europe/Africa, Latin America and North America.

2. Basis of Consolidation The accompanying consolidated financial statements include the accounts of Cargill, Incorporated and all entities that we control by ownership of a majority voting interest as well as certain variable interest entities, where the Company is the primary beneficiary. Intercompany accounts and transactions are eliminated in consolidation. Investments in companies where the Company does not have control, but has the ability to exercise significant influence (generally 20 to 50 percent ownership), are accounted for by the equity method. Net earnings include the Company’s share of net income in these companies. Other investments where the Company is unable to exercise significant influence over operating and financial decisions are accounted for at cost.

FASB Interpretation No. 46, (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46R), requires certain variable interest entities (VIEs) to be consolidated. FIN 46R separates entities into two groups: (1) those for which voting interests are used to determine consolidation and (2) those for which variable interests are used to determine consolidation. An entity is considered to be a VIE when it has equity investors who lack the characteristics of a controlling financial interest, or the entity’s capital is insufficient to permit it to finance its activities without additional subordinated financial support. A VIE is consolidated by its primary beneficiary, which is the entity that absorbs a majority of the VIE’s expected losses, receives a majority of the VIE’s expected residual returns, or both. Entities not considered to be a VIE are evaluated for consolidation under the voting control model.

The consolidated VIEs include partnerships, LLCs, corporations and trusts that acquire, hold, restructure and dispose of performing and nonperforming loans and real estate assets as well as certain food businesses and synthetic lease structures. Consolidated VIEs are funded by a combination of equity and third party nonrecourse debt. The equity interests of consolidated VIEs not owned by the Company are reported as minority interests in subsidiaries on the Company’s consolidated balance sheet.

3. Variable Interest Entities The Company also holds variable interests in the form of loan and equity investments in a variety of VIEs for which the Company is not the primary beneficiary. These VIEs primarily hold, restructure and dispose of performing and nonperforming loans and real estate assets as well as ethanol production facilities.

4. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported

F-35 Cargill, Incorporated and Subsidiaries in the financial statements and accompanying notes. Although these estimates are based on knowledge of current events and actions expected to be undertaken in the future, actual results may ultimately differ from estimates.

5. Cash and Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of 90 days or less.

6. Short-term Investments Short-term investments include highly liquid investments with original maturities greater than 90 days, but less than one year.

7. Affiliated Private Investment Funds The Company’s noncontrolling investment in several affiliated private investment funds is included in the “investments and advances” line on the consolidated balance sheet. These affiliated private investment companies use investment company accounting and report all assets and liabilities at fair value. The Company’s share of each fund’s earnings is included in the determination of net earnings.

The Company’s subsidiary, Black River Asset Management LLC is a global asset management company that has developed and marketed a number of affiliated private investment funds, under the Black River name, with differing types of investment strategies. Black River provides investment advisory services for these funds and for certain proprietary accounts of the Company.

The Company’s subsidiary, CarVal Investors, LLC (CarVal) has developed and marketed several affiliated private investment funds to provide institutional investors with a variety of value investments including loan portfolios, corporate securities, real estate and special opportunities. CarVal provides investment advisory services to these funds and for certain proprietary accounts of the Company.

As the investment advisor, BRAM and CarVal are entitled to receive management fees and, in certain cases, advisory fees or incentive fees from these funds.

8. Resale and Repurchase Agreements Financial instruments purchased with agreements to resell (reverse repurchase agreements) and financial instruments sold with agreements to repurchase (repurchase agreements) are treated as collateralized financing transactions and are recorded at the amount at which the financial instruments were initially acquired or sold, including accrued interest. Interest income is recorded on reverse repurchase agreements and interest expense is recorded on repurchase agreements.

It is the Company’s policy to take delivery of financial instruments purchased with agreements to resell, which are generally U.S. government or U.S. government agency securities. The Company has the ability to sell or re-pledge the securities. The Company monitors the market value of the securities to be resold daily and obtains additional collateral when deemed appropriate. The Company offsets resale and repurchase agreements that meet the applicable netting criteria.

9. Trading Securities and Derivatives Trading securities and trading securities sold, not yet purchased are marked to market with realized and unrealized gains and losses included in the determination of net earnings. Interest on trading securities sold, not yet purchased is netted against interest income and shown as “sales and other revenues” in the consolidated statement of earnings.

Derivative instruments, including swaps, futures contracts, forward commitments, options and other similar types of contracts and commitments based on either interest rates or foreign exchange rates, as well as equity and commodity derivatives, are traded by the Company and are carried at their fair market value as either trading securities or trading securities sold, not yet purchased. The fair market value of almost all trading

F-36 Cargill, Incorporated and Subsidiaries securities and derivatives, as described above, is determined from market prices quoted on public exchanges or based on management’s best estimate subject to independent price verification. New complex instruments may have immature or limited markets. As a result, the pricing models used for valuation may require significant estimates and assumptions.

In addition to its trading activities, the Company utilizes various types of derivative instruments (principally options, futures and interest rate and currency swaps) to hedge interest rate, currency and other market risks arising from certain of its assets and liabilities. The Company values its derivative instruments in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” as amended. The statement requires that all derivative instruments be recognized in the balance sheet at fair value with changes in such fair values recognized immediately in earnings unless specific hedging criteria are met. Effective changes in the fair value of derivatives designated as cash flow hedges and net foreign currency investment hedges are recorded in accumulated other comprehensive income. Amounts are reclassified from accumulated other comprehensive income when the underlying hedged item impacts net earnings and all ineffective changes in fair value are recorded currently in net earnings. Changes in the fair value of derivatives designated and effective as fair value hedges are recorded in earnings and are offset by corresponding changes in the fair value of the hedged item.

10. Inventories Grain, cotton and other commodities for merchandising and oilseeds and other commodities for processing and products thereof are stated principally at market, adjusted for unrealized gains or losses on open cash contracts valued at market. Market is determined from market prices quoted on public commodity exchanges, adjusted for expected freight costs to normal delivery points and a price premium or discount to cover local supply and demand factors as estimated by management. The availability and market price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, domestic and foreign government farm programs and policies, global production and other factors. The Company generally minimizes the risk of market fluctuations by hedging these inventories with futures, cash, and foreign exchange contracts. Generally these contracts are valued at market and the resulting unrealized gains or losses are recognized currently in earnings. Dressed beef, poultry, salt and other products are valued at the lower of cost (last-in, first-out) or market. All other inventories are stated principally at the lower of cost or market.

11. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated principally using the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over 15 to 40 years. Machinery and equipment and transportation equipment are generally depreciated over 4 to 12 years. Mineral reserves are generally depleted using the units-of-production method based on estimates of recoverable reserves. The Company periodically evaluates the carrying value of these long-lived assets when events and circumstances indicate the carrying value may not be recoverable. If the carrying value is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds fair market value.

12. Asset Retirement Obligations The Company incurs obligations related to the retirement of certain long-lived assets. The fair values of these retirement obligations are recorded as liabilities on a discounted basis at the time the obligations are incurred. Upon recognition of the liability, the cost is capitalized as part of the related long-lived asset and depreciated over the estimated useful life of the related asset. Accretion expense in connection with the discounted liability is recognized up to the estimated settlement date.

13. Business Combinations and Goodwill Business acquisitions are accounted for in accordance with SFAS 141, “Business Combinations,” with the purchase price allocated to the assets and liabilities acquired, including goodwill and other intangibles, based on their estimated fair values at date of acquisition. Under SFAS 142, “Goodwill and Other Intangibles Assets,” goodwill and intangible assets with indefinite lives are not amortized, but are reviewed annually for impairment or upon the occurrence of trigger events. Impairment assessments include comparing the fair value of a reporting unit with its carrying value, including goodwill. The assessments are performed using a variety of methodologies, including cash flow analyses, estimates of sales proceeds and appraisals.

F-37 Cargill, Incorporated and Subsidiaries

14. Pension and Postretirement Plans The Company and its subsidiaries have various pension and postretirement benefit plans covering most of its domestic employees and many of its foreign employees. Pension benefits are based on years of service and compensation. Pensions are funded in compliance with U.S. government regulations or local laws and customs. In September 2006, the FASB issued SFAS 158, “Employers Accounting for Defined Benefit Pension and Other Postretirement Plans”. The Company adopted the provisions of SFAS 158 relating to the recognition of the funded status of a plan as of May 31, 2008.

15. Share-Based Payment Plans The Company uses the fair value recognition provisions of SFAS 123 and expenses the value of stock options over the service period. In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 123R to further define the concept of fair market value as it relates to share-based payment transactions as compensation expense. The provisions of this statement were effective for the Company in 2007 and did not have a material effect on the Company’s consolidated financial position or results of operations.

16. Revenue Recognition The Company recognizes revenue from commodity or product sales when the goods are shipped or delivered depending upon when the customer has taken title and assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. Revenue recognition policies for trading securities and inventories are included elsewhere in this note.

Sales and other revenues include gross sales less value-added, excise and sales taxes and other discounts. Sales that are primarily of a financial nature, such as those related to trade structured financing and risk management solutions, are recorded net, and margins earned on such transactions are included in sales and other revenues. Shipping and handling costs are included in cost of sales and other revenues.

17. Foreign Currency Translation Gains and losses resulting from translating the financial statements of foreign subsidiaries, whose functional currency is the local currency, at the current rate are included directly in other comprehensive income.

Translation gains and losses of foreign subsidiaries operating in hyperinflationary economies and foreign subsidiaries where the U.S. dollar is the functional currency are included in net earnings currently.

18. Income Taxes The Company and substantially all domestic subsidiaries are members of a group, which files a consolidated Federal income tax return. Federal income taxes or tax benefits are allocated to each company on the basis of its individual taxable income or loss and tax credits included in the return. The Company owns approximately 64 percent of The Mosaic Company, a publicly traded fertilizer company that files separate federal and state income tax returns. Deferred income taxes are recognized for tax consequences of temporary differences by applying enacted statutory tax rates, applicable to future years, to differences between the financial reporting and the tax basis of existing assets and liabilities.

It is generally the policy of the Company to reinvest unremitted earnings of foreign subsidiaries and corporate joint ventures indefinitely, or to remit earnings only when the tax effect is minor. Accordingly, no provision has been made for income taxes that may be payable upon remittance of such earnings.

B. New Accounting Pronouncements—effective after the year ended May 31, 2008. 1. Fair Value Measurements In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

F-38 Cargill, Incorporated and Subsidiaries

Under SFAS 157, assets and liabilities are grouped at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: • Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. • Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model- based valuation techniques for which all significant assumptions are observable in the market. • Level 3—Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

As of the June 1, 2008, adoption date, approximately 1 percent of the Company’s total assets were measured using model-based techniques, or Level 3 measurements.

Cargill’s investments in affiliated private investment funds managed by Black River Asset Management, LLC and CarVal Investors, LLC totaled $3.2 billion as of May 31, 2008. These affiliated private investment companies use investment company accounting and report all assets and liabilities at fair value. As of May 31, 2008, about 60 percent of the underlying assets in the funds were measured using model-based techniques, or Level 3 measurements.

As of August 31, 2008, there was no significant change in the percentage of total assets valued at fair value or the valuation methodologies used in measuring the fair values of those financial instruments.

In February 2007, the FASB issued SFAS 159, “Fair Value Option for Financial Assets and Financial Liabilities,” which permits an entity to measure certain financial assets and financial liabilities at fair value. The Company adopted the standard as of June 1, 2008 and the adoption did not have a material effect on the Company’s consolidated financial position or results of operations.

2. Accounting for Uncertainty in Income Taxes In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS 109”. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification and other matters. The Company, as a nonpublic entity, will apply FIN 48 to its financial statements at May 31, 2009. Adoption is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

F-39 [THIS PAGE INTENTIONALLY LEFT BLANK] THE ISSUER Cargill, Incorporated 15615 McGinty Road West Wayzata, MN 55391-2398 USA

DEALERS Credit Suisse Securities (Europe) Limited Barclays Bank PLC One Cabot Square 5 The North Colonnade London E14 4QJ Canary Wharf UK London E14 4BB UK BNP PARIBAS Deutsche Bank AG, London Branch 10 Harewood Avenue Winchester House London NW1 6AA 1 Great Winchester Street UK London EC2N 2DB The Royal Bank of Scotland plc UBS Limited 135 Bishopsgate 1 Finsbury Avenue London EC2M 3UR London EC2M 2PP UK UK

FISCAL AGENT, PRINCIPAL PAYING AGENT, CALCULATION AGENT, REGISTRAR AND TRANSFER AGENT Citibank, N.A., London 21st Floor, Citigroup Centre Canada Square Canary Wharf London, E14 5LB UK

PAYING AGENTS The Bank of New York Mellon Fortis Banque Luxembourg S.A. Rue de Montoyer straat 50 Avenue J.F. Kennedy 46 B-1000 Brussels L-2951 Luxembourg Belgium Luxembourg

LEGAL ADVISORS To the Issuer as to U.S. Law To the Arranger/Dealers as to U.S. Law Timothy Howe Sidley Austin LLP Cargill, Incorporated Woolgate Exchange 15615 McGinty Road West 25 Basinghall Street Wayzata, MN 55391-2398 London EC2V 5HA USA UK

AUDITORS To Cargill, Inc KPMG LLP 4200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 USA

LUXEMBOURG LISTING AGENT Dexia Banque Internationale à Luxembourg 69, route d’Esch L-2953 Luxembourg Luxembourg Printed by RR Donnelley, 73098