Confidential CARGILL, INCORPORATED MANAGEMENT's DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS
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Confidential CARGILL, INCORPORATED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the year ended May 31, 2007, compared with the year ended May 31, 2006 I. OVERVIEW…………………………………………………..….……………. 2 A. Corporate Organization B. Corporate Strategy II. CONSOLIDATED REVIEW………………………………….….…….……. 3 A. Financial Performance B. Significant Developments C. Liquidity and Capital Resources III. SEGMENT REVIEW...…………………………….……………………….… 10 IV. OTHER OPERATING MATTERS...…….…………..………….….……..… 19 A. Business Disposals B. CarVal Investors C. Asset Impairment Charges D. Litigation Summary V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS…....…...….. 21 A. Summary of Significant Accounting Policies B. New Accounting Pronouncements 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,” “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. The most significant of these risks are described in this document. I. OVERVIEW Cargill, Incorporated, headquartered in Minneapolis, Minn., is an international provider of food, agricultural and risk management products and services with 158,000 employees in 66 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 and has since delivered six consecutive years of increased financial performance through fiscal 2007. 2 Confidential II. CONSOLIDATED REVIEW A. Financial Performance Reclassification: Certain fiscal 2006 amounts in this report were reclassified to conform with the current year presentation. Consolidated summary of quarterly financial results Three months ended May 31, May 31, Percent Dollars in millions 2007 2006 change Net earnings $ 628 $ 168 274 Sales and other revenues $ 24,311 $ 19,768 23 Fourth quarter: Cargill earned $628 million in the fiscal 2007 fourth quarter, compared with $168 million in the same period a year ago. Last year’s fourth-quarter results included a one-time $190 million noncash charge to Cargill’s net earnings that was the company’s share of a restructuring charge taken by The Mosaic Company related to its phosphate fertilizer business. Excluding the charge, Cargill earned $358 million in the 2006 fourth quarter. Fourth-quarter earnings in all five segments increased from a year ago. Nearly 60 percent of the business units exceeded last year’s fourth-quarter results, producing the strong performance. Fourth-quarter revenues reached $24.3 billion, up $4.5 billion or 23 percent, from the same period a year ago. 3 Confidential Consolidated summary of financial results 12 months ended May 31, May 31, May 31, Dollars in millions 2007 2006 2005 Earnings from continuing operations $ 2,343 $ 1,537 $ 2,070 Earnings from discontinued operations -- -- 81 Cumulative effect of accounting change -- -- (48) Net earnings $ 2,343 $ 1,537 $ 2,103 Net earnings, excluding special items related to Mosaic $ 2,343 $ 1,727 $ 1,525 Sales and other revenues $ 88,266 $ 75,208 $ 71,066 Cash flow from continuing operations 3,965 3,318 3,196 Capital investments 2,386 3,047 2,008 Full year: For the fiscal 2007 year, Cargill earned $2.34 billion. Fiscal 2006 earnings of $1.54 billion included a one-time $190 million noncash charge to Cargill’s net earnings that was the company’s share of a restructuring charge taken by The Mosaic Company related to its phosphate fertilizer business. Excluding the charge, Cargill earned $1.73 billion in fiscal 2006. Fiscal 2005 earnings of $2.1 billion also included a special item: a $578 million noncash net gain related to the formation of The Mosaic Company. Among the company’s five segments, three delivered record earnings: Risk Management and Financial, Origination and Processing, and Industrial. Results in Food Ingredients and Applications were ahead of last year. Earnings in Agriculture Services nearly matched last year’s record results. Revenues for the full year rose 17 percent to $88.3 billion, an increase of $13.1 billion. The improvement was broad based, with all five segments reporting increased revenues for the year. 4 Confidential B. Significant Developments 1. Acquisitions and alliances completed No significant business investments were completed in the fourth quarter of fiscal 2007. The following investments were completed in the third quarter of fiscal 2007: • On Jan. 19, 2007, Cargill purchased LNB International Feed, a Dutch manufacturer and exporter of animal nutrition products. LNB specializes in mineral- and vitamin- based premix products, which complement Cargill Animal Nutrition’s larger global presence in the feed concentrate and complete feed segments. The acquisition also takes CAN into Russia and Romania, two key markets for future growth. • On Dec. 20, 2006, Cargill acquired a soybean crush plant in Yangjiang, China, in the southern province of Guangdong, a large soybean meal and vegetable oil consuming region. Cargill also acquired a 49 percent share of a port operation adjacent to the crush plant. The following investments were completed in the second quarter of fiscal 2007: • On Sept. 6, 2006, Cargill acquired a one-third stake in RightShip, an Australian- headquartered ship vetting company. Through RightShip, Cargill and our partners, BHP Billiton and Rio Tinto, expect to have the capability to improve global shipping standards in dry bulk ocean freight. • On Sept. 25, 2006, Horizon Milling G.P, a new partnership between Cargill and CHS (Cenex Harvest States), purchased The J.M. Smucker Company’s Canadian grain-based food service and industrial businesses. The acquisition included milling and mixing operations in three provinces, a research and development center, a licensing agreement to produce the Robin Hood® brand for food service and industrial markets, and a supply agreement to provide branded retail baking products, such as Robin Hood® flour, to Smucker for sale at retail. CHS participated in the purchase at the same 24 percent ownership share it has in U.S.-based Horizon Milling, LLC. • On Nov. 3, 2006, Cargill Animal Nutrition acquired certain assets of Eagle Milling’s feed milling and pet and animal wholesale products business based in Casa Grande, Ariz. The acquisition should open growth opportunities in the Arizona marketplace. The following investments were completed in the first quarter of fiscal 2007: • On June 12, 2006, Cargill purchased a majority of the shares of a sugar cane mill and distillery in Patrocinia Paulista, São Paulo state, Brazil. Cargill owns almost 63 percent of the shares, with the balance owned by Canagril, a growers’ association that supplies 100 percent of the cane to the mill. The mill converts sugar cane to ethanol. The investment is Cargill’s first step toward gaining a presence in the Brazilian sugar cane milling and ethanol industry. • On July 25, 2006, Cargill entered into a sugar processing joint venture with Russkiy Sakhar, a Russian sugar company that owns two sugar mills. Through the joint venture, Cargill purchased a 25 percent share in Russkiy Sakhar’s 5 Confidential Nikiforovsky facility, a major beet and raw sugar processing plant located in the Tambov region in central Russia. The minority stake should enable Cargill to gain experience in sugar processing in Russia. • On Aug. 7, 2006, Cargill acquired its joint venture partner’s share of a xanthan gum production facility in Zibo in China’s coastal province of Shandong. The joint venture, Cargill Huanghelong Bioengineering, was formed in April 2003. It is now part of the Cargill Texturizing Solutions business unit. The following acquisitions were completed in the first quarter of fiscal 2008: • 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. Acquisitions and alliances announced On July 10, 2007, Cargill announced its intention to increase its ownership of Agrograin, a Hungarian grain company, to 100 percent from 35 percent. The acquisition enlarges Cargill’s grain origination capacity in Central and Eastern Europe. The deal is subject to regulatory and other approvals. 6 Confidential C. Liquidity and Capital Resources Consolidated summary of cash flow May 31, May 31, May 31,