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Cargill Incorporated BASE PROSPECTUS February 9, 2006 Cargill, Incorporated (incorporated with limited liability in the State of Delaware, United States of America) U.S.$2,000,000,000 Euro Medium Term Note Program On December 16, 1996, each of Cargill, Incorporated (“Cargill, Inc.”orthe“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 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 (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.$2,000,000,000 (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 (as such term is defined in Title 1, Article 4(14) of European Council Directive 2004/39) and to be listed on the Luxembourg Stock Exchange. 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 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Under the Luxembourg Act on prospectuses for securities which implements Directive 2003/71/EC (the “Prospectus Directive”), prospectuses relating to money market instruments having a maturity at issue of less than 12 months and complying also with the definition of securities are not subject to the approval provisions of Part II of such Act. 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 the Issuer 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 page 9 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. Notes issued under the Program are, unless otherwise specified in the Final Terms, expected to be rated A+ by S&P and A2 by Moody’s. Arranger Merrill Lynch International Dealers ABN AMRO Credit Suisse Deutsche Bank Goldman Sachs International Merrill Lynch International Morgan Stanley TABLE OF CONTENTS Table of Contents ......................................................................................... 2 Available Information ..................................................................................... 4 Summary of the Program .................................................................................. 5 Risk Factors ............................................................................................... 9 General Description of the Program ....................................................................... 14 Form of Final Terms ...................................................................................... 15 Part A—Contractual terms ................................................................................ 15 Terms and Conditions of the Notes ........................................................................ 26 Use of Proceeds ........................................................................................... 50 Business .................................................................................................. 51 Management’s Discussion and Analysis of Financial Condition and Results of Operations ................. 61 Directors .................................................................................................. 96 Taxation .................................................................................................. 97 European Union Savings Directive ........................................................................ 102 Subscription and Sale ..................................................................................... 103 Summary of Principal Differences Between US GAAP and IFRS .......................................... 105 General Information ....................................................................................... 109 In connection with the issue of any tranche of notes, the dealer or dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable final terms may over-allot notes (provided that, in the case of any tranche of notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or any other regulated market (within the meaning of the Investment Services Directive (Directive 93/22/EEC) in the European Economic Area, the aggregate principal amount of notes allotted does not exceed 105 percent of the aggregate principal amount of the relevant tranche) 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 stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation 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. 2 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) such 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 should 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 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 the Issuer or the Issuer, if applicable, 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 correct at 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
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