MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE CARGILL FERTILIZER BUSINESSES
Cautionary Statement Regarding Forward-Looking Statements
Statements other than historical information contained in this Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Cargill Fertilizer Businesses constitute forward-looking statements. Such
forward-looking statements may be identified by the use of terminology such as
"may," "expect," "anticipate," "predict," "intend," "designed," "estimate,"
"should" or "continue" or similar expressions. The forward-looking statements
involve known or unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Cargill Fertilizer
Businesses, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause such differences include,
but are not limited to, those discussed in the section entitled "Risk Factors"
beginning on page 20 of this proxy statement/prospectus, and those discussed in
the section entitled "Factors Affecting Business Results" below. Readers are
cautioned not to place undue reliance on the forward-looking statements, which
reflect management's opinion only as of the date hereof. Neither Cargill nor
Mosaic undertakes any obligation to revise or publicly release the results of
any revisions to these forward-looking statements.
Business Overview
Currently, the Cargill Fertilizer Businesses consist of a group of crop nutrient
business units or segments owned by Cargill and its subsidiaries which operate
certain phosphate, nitrogen and distribution businesses around the world, as
well as equity interests in certain fertilizer joint ventures. The Cargill
Fertilizer Businesses consist primarily of the assets, liabilities and business
of Cargill's phosphate and nitrogen production and wholesale fertilizer
distribution operations. Significant operations exist in North America, South
America and Asia. Pursuant to the merger and contribution agreement, Cargill
intends to restructure its fertilizer businesses so that Cargill and certain of
its subsidiaries will contribute to Mosaic equity interests in entities owning
all or substantially all of the assets, liabilities and obligations of the
Cargill Fertilizer Businesses on the closing date (excluding any tradenames and
trademarks that incorporate the word "Cargill"). The Cargill retail fertilizer
businesses will not be part of the contribution to Mosaic. These retail
businesses include fertilizer farm centers and similar retail fertilizer stores
and locations owned or operated by Cargill. Cargill currently reports the
financial results of the Cargill Fertilizer Businesses in four segments: (1)
Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4)
Saskferco.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the financial statements of the
Cargill Fertilizer Businesses included at pages F-5 through F-24 of this proxy
statement/prospectus.
Factors Affecting Business Results
Raw Material Prices
The Cargill Fertilizer Businesses purchase three main ingredients in the
production of fertilizer products - natural gas, ammonia and sulfur. The prices
for these products are volatile and have been unpredictable over the last
several years, which has had a major impact on the consistency of net sales and
gross margins.
Foreign Currency Transactions
In recent years, both Argentina and Brazil have been negatively affected by
volatility of the peso and the real, respectively, which had a corresponding
negative effect on the financial results of the Cargill Fertilizer Businesses.
The recent strengthening of the Canadian dollar has also impacted financial
results. Thus, significant currency fluctuations can have a material impact on
the financial results of the Cargill Fertilizer Businesses.
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Weather Conditions
Weather conditions are unpredictable and can have a significant impact on the
operations of the Cargill Fertilizer Businesses. For example, excessive rainfall
and widespread flooding along the Mississippi River during the spring of 2001
delayed planting and negatively impacted U.S. fertilizer sales and inventory
valuation. The following year monsoons delivered below average rainfall to many
of the key growing regions in India resulting in lower phosphate demand and DAP
imports in 2002.
Government Policies
Because the Cargill Fertilizer Businesses operate in nearly all of the major
crop nutrition markets of the world, government policies can impact financial
results. Macroeconomic policies that determine interest and exchange rates have
significantly impacted operations in Argentina and Brazil during the past five
years. Although China joined the World Trade Organization in 2001, it still
vigorously protects its domestic fertilizer sector from foreign competition
through policies such as an undervalued currency, price controls and non-tariff
trade barriers. India, the second largest phosphate market in the world, heavily
subsidizes a growing and inefficient domestic phosphate industry that still must
rely on imports of either the raw materials (rock and sulphur) or the
intermediate product (phosphoric acid) to produce the final good (DAP). Land
reform and other agricultural policies will determine how quickly nutrient
demand recovers in Russian and other former Soviet Union countries. In short, a
large array of policies such as macroeconomic, trade, development and
agricultural policies in countries spanning the globe can significantly impact
the financial results of the Cargill Fertilizer Businesses.
Overview of Results
The following table presents the consolidated statements of operations for the
Cargill Fertilizer Businesses (in thousands of U.S. dollars):
Year Ended May 31,
2004 2003 2002
Net sales $ 2,373,983 $ 1,662,670 $ 1,508,912
Cost of sales 2,191,908 1,525,512 1,335,759
Gross profit 182,075 137,158 173,153
Expenses:
Selling, general & administrative 100,102 87,629 95,836
(Gain)/loss on sale of assets 717 (902 ) 3,629
Operating earnings 81,256 50,431 73,688
Interest on external debt 8,838 13,210 12,020
Interest on debt with Cargill, Inc. and affiliates 20,326 28,010 30,847
Foreign currency (gains) losses 3,648 (946 ) 4,414
Other expense, net 3,811 3,118 3,049
Earnings from continuing operations before tax 44,633 7,039 23,358
Income tax expense (benefit) 3,816 (3,863 ) (1,444 )
Earnings from continuing operations 40,817 10,902 24,802
Equity in net earnings of nonconsolidated companies 35,839 25,667 8,225
Minority interest in net (earnings) losses of
consolidated companies (1,453 ) 2,516 144
Net earnings from continuing operations 75,203 39,085 33,171
Discontinued operations, net of income taxes - 520 2,000
Net earnings $ 75,203 $ 39,605 $ 35,171
The following narrative is based on the consolidated statement of operations of
the Cargill Fertilizer Businesses. Following this consolidated discussion is an
overview of operations and an analysis of results for each of the four business
segments comprising the Cargill Fertilizer Businesses.
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Year ended May 31, 2004 compared to the year ended May 31, 2003
Net sales of the Cargill Fertilizer Businesses for fiscal 2004 increased 43% to
$2,374 million from $1,663 million for fiscal 2003, primarily due to volume and
price level increases. In particular, Cargill's acquisition of a phosphate
manufacturing facility in Green Bay, Florida in November 2002 generated an
increase of approximately $119 million in sales for the Phosphate Production
segment. Gross profit increased 33% to $182 million from $137 million, driven by
volume and selling price increases across all business segments.
Selling, general and administrative expenses for fiscal 2004 increased 14% to
$100.1 million from $87.6 million for fiscal 2003, primarily due to additional
commissions and selling expenses attributable to the increased sales. The
selling, general and administrative expense for fiscal 2004 also included
approximately $4.7 million in integration expenses related to the pending merger
with IMC. Interest expense on external debt decreased 33% for fiscal 2004,
primarily due to principal repayments and more favorable interest rates.
Interest expense for fiscal 2004 on debt owed to Cargill decreased primarily due
to capital contributions made by Cargill to the Brazil Fertilizer segment. The
fiscal 2004 foreign currency (gains) losses included $5.0 million in losses for
the Brazil Fertilizer segment related to U.S. dollar vs. Brazilian real exchange
rate fluctuation impacts on receivable and payable transactions denominated in
U.S. dollars. The income tax expense for fiscal 2004 is net of an $8.6 million
benefit related to the depletion of the Phosphate Production segment phosphate
rock reserves. A net tax benefit of $12.0 million was realized in fiscal 2004,
primarily due to utilization of tax loss carryforwards. Equity earnings in
nonconsolidated companies for fiscal 2004 increased primarily due to a $4.8
increase for the Saskferco segment and a $3.7 million increase in equity
earnings from the Yunnan DAP joint venture, which began marketing products in
February 2003. Equity earnings also increased $1.0 million in the Brazil
Fertilizer segment related to the investment in Fertifos. The change in the
minority interest share for fiscal 2004 is due to operations in Brazil, which
improved significantly from fiscal 2003.
Year ended May 31, 2003 compared to the year ended May 31, 2002
Net sales on a consolidated basis increased 10% to $1,663 million in fiscal 2003
from $1,509 million in fiscal 2002. In particular, the November 2002 acquisition
of a phosphate manufacturing facility in Green Bay, Florida generated an
increase of approximately $95 million in sales for the Phosphate Production
segment. Also, net sales for the Crop Nutrition segment increased approximately
$70 million due to the resumption of full operations in Lithuania after Lifosa,
A.B. emerged from bankruptcy pursuant to a court approved restructuring plan in
April, 2002. In connection with Lifosa's restructuring, the Cargill Fertilizer
Businesses agreed to continue to market Lifosa's products through a marketing
agreement, which the parties mutually agreed to terminate effective July 2004.
Gross profit decreased 21% to $137 million in fiscal 2003 from $173 million in
fiscal 2002. The primary reason for the decline in gross profit in fiscal 2003
was related to high input prices for ammonia and sulfur, which could not be
recovered through selling prices.
Selling, general and administrative expenses decreased 9% to $87.6 million in
fiscal 2003 from $95.8 million in fiscal 2002 primarily due to $8.1 million of
currency exchange impacts in Brazil, as well as lower bad debt expense in
Argentina. Interest expense on external debt in fiscal 2003 increased 10%,
primarily due to higher interest rates in Brazil resulting from a higher general
market price index in that country. Interest expense on debt owed to Cargill
decreased in fiscal 2003 primarily due to lower interest rates. Foreign currency
(gains) losses in fiscal 2003 decreased primarily as a result of a $6.5 million
expense in fiscal 2002 related to currency translation losses resulting from
exchange rate fluctuations in connection with the de-linking of the Argentine
peso from the U.S. dollar, as farmers continued to pay in Argentine pesos that
were ultimately converted into U.S. dollars. The functional currency for the
operations of the Cargill Fertilizer Businesses in Argentina currently is the
U.S. dollar. The income tax benefit for fiscal 2003 included a benefit of $4.5
million related to the sale of the equity investment in Lifosa. Although the
investment was written down for book purposes in fiscal 2001, it remained at its
initial cost for tax purposes when it was sold in fiscal 2003. Depletion of the
Phosphate Production segment phosphate rock reserves is another major
contributor to tax benefits in fiscal 2003 and 2002, which provided benefits of
$4.1 million and $5.2 million, respectively. Equity earnings increased $17.4
million
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in fiscal 2003 including $9.8 million for the Brazil Fertilizer segment due to
improved results for the Fertifos investment in Brazil, as sales and margins
have improved, and Saskferco's operations in Canada, which increased $7.1
million.
Performance by Segments
The Cargill Fertilizer Businesses are organized, managed and internally reported
in four segments differentiated primarily by their products and services and the
markets they serve. The segments, whose results are discussed below, are
Phosphate Production, Crop Nutrition, Brazil Fertilizer and Saskferco.
Phosphate Production
The Phosphate Production segment operates phosphate mines and processing plants
in Florida which produce phosphate fertilizer and feed phosphate products.
The Cargill Fertilizer Businesses currently operate two phosphate rock mines in
central Florida - the Hookers Prairie and South Fort Meade mines. Hookers
Prairie is capable of producing 2.1 million tonnes of phosphate rock annually.
Capacity of the South Fort Meade mine is 4.6 million tonnes annually and has
operated at capacity during the last two years. A third mine, the Fort Meade
mine, was idled by Cargill in January 1997 and is expected to operate for eight
years when reopened.
In November 2002, the Cargill Fertilizer Businesses purchased the assets of
Farmland Hydro, L.P. The acquired assets included a phosphate processing
facility at Green Bay, Florida and approximately 15,000 acres of land in Hardee
County, Florida containing an estimated 77 million tonnes of phosphate rock
reserves. The Cargill Fertilizer Businesses currently plan to construct a new
mine-named the "Pioneer" mine-to develop phosphate rock reserves acquired in the
Farmland Hydro transaction. The Pioneer mine is expected to eventually replace
the Fort Meade mine.
The Phosphate Production segment's operations process phosphate rock at
manufacturing facilities in Bartow, Tampa and Green Bay, Florida. Current annual
capacities of the processing facilities are 950,000, 860,000 and 635,000 tonnes
of phosphoric acid and approximately 2.4 million, 1.8 million and 1.4 million
tonnes of finished phosphate fertilizer products, respectively. IMC Phosphates
Company, a subsidiary of IMC, currently supplies phosphate rock to the Green Bay
facility under a supply agreement that expires in mid-2005.
The Phosphate Production segment's ownership of the South Fort Meade mine is
through a 35% equity investment in South Ft. Meade Partnership, L.P., which owns
the land and mineral rights of the South Fort Meade mine in Central Florida. The
Phosphate Production segment also holds a 35% equity stake in a recently
constructed DAP granulation plant near Haikou, China in the Yunnan province. The
plant began commercial operations in late 2002 and began marketing DAP in
February 2003. The Yunnan plant can produce approximately 600,000 tonnes of DAP
per year. The Cargill Fertilizer Businesses share of the earnings from these
investments is included in "Equity in net earnings of nonconsolidated
companies."
The following table presents summary operating data for the Phosphate Production
segment (in thousands of U.S. dollars):
Year Ended May 31,
2004 2003 2002
Net sales (including inter-segment sales) $ 1,139,605 $ 781,005 $ 636,103
Gross profit 61,346 35,435 63,804
Gross profit percentage 5% 5% 10%
Selling, general & administrative expenses 34,730 29,904 26,802
Sales volume (in thousand tonnes) 5,287 4,222 3,816
Equity in net earnings of nonconsolidated companies 5,855 1,069 1,240
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Year ended May 31, 2004 compared to the year ended May 31, 2003
Net sales increased $358.6 million, or 46%, to $1,139.6 million for the year
ended May 31, 2004 compared to $781.0 million in the prior fiscal year. This
increase was primarily due to a 25% increase in sales volume, primarily related
to DAP and MAP, resulting from the addition of the Green Bay, Florida operations
acquired in November 2002. Approximately $118.7 million of the net sales
increase in fiscal 2004 over fiscal 2003 is estimated to be related to the Green
Bay acquisition. Additionally, DAP average net sales prices increased to $192
per tonne for the year ended May 31, 2004 as compared to $167 per tonne in the
prior fiscal year. This increase in sales price per tonne more than offset the
increases in raw material costs. Ammonia prices increased to $256 per tonne and
sulfur prices increased to $76 per tonne for the year ended May 31, 2004 as
compared to $177 per tonne for ammonia and $62 per tonne for sulfur in the prior
fiscal year. Phosphate rock costs per tonne remained approximately the same in
each fiscal year. The gross profit percentage for each fiscal year remained the
same at 5%.
Selling, general and administrative expenses increased $4.8 million, or 16%, to
$34.7 million for the year ended May 31, 2004 as compared to $29.9 million in
the prior fiscal year. The increase is primarily due to increased compensation
and incentives resulting from the improved gross profit as well as the
acquisition of the assets of Farmland Hydro, L.P. The expense for fiscal 2004
also included approximately $2.1 million in integration expenses related to the
pending merger with IMC.
The results for the year ended May 31, 2003 included a $1.5 million gain on the
sale of Cargill's investment in Lifosa, A.B., which previously had been fully
impaired by Cargill in fiscal 2001.
Equity earnings in nonconsolidated companies for the year ended May 31, 2004
increased primarily due to a $3.7 million increase in equity earnings from the
Yunnan DAP joint venture, which began marketing products in February 2003.
Year ended May 31, 2003 compared to the year ended May 31, 2002
Net sales increased $144.9 million, or 23%, to $781.0 million in fiscal 2003,
compared to $636.1 million in fiscal 2002. The increase in part was due to an
11% increase in sales volume, primarily related to sales of MAP, resulting from
the addition of the Green Bay, Florida operations acquired in November 2002.
Approximately $94.8 million of the net sales increase in fiscal 2003 over fiscal
2002 is estimated to be related to the Green Bay acquisition. DAP average net
sales prices increased to $167 per tonne in fiscal 2003 as compared to $153 per
tonne in fiscal 2002. This increase in sales price per tonne was more than
offset by increases in raw material costs. Ammonia prices increased to $177 per
tonne and sulfur prices increased to $62 per tonne in fiscal 2003 as compared to
$136 per tonne for ammonia and $35 per tonne for sulfur in fiscal 2002.
Phosphate rock costs were slightly higher in fiscal 2003 due to purchases from
IMC under a supply agreement for the Green Bay, Florida processing facility.
Selling, general and administrative expenses increased $3.1 million, or 12%, to
$29.9 million in fiscal 2003, compared to $26.8 million in fiscal 2002. The
increase is primarily due to $1.5 million from the addition of the Green Bay,
Florida facility as well as $1.0 million relating to a feasibility study
concerning the viability of developing an off shore nitrogen production
facility. Cargill elected not to pursue this project.
Financial results for fiscal 2003 results include $2.1 million in losses on
sales of assets, partially offset by the $1.5 million gain related to the sale
of the Lifosa investment in August 2002. Financial results for fiscal 2002
included $2.1 million in losses on disposal of excess and obsolete assets.
Crop Nutrition
The Crop Nutrition segment markets fertilizer products and services to
wholesalers, cooperatives, independent retailers and agents and other
agricultural customers that, in turn, market these products and services
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to farmers and other end users in North and South America, Europe and Asia. The
Crop Nutrition segment operates fertilizer blending and bagging facilities, port
terminals and warehouses in nine countries, and presently maintains a sales
presence in six additional countries. Past expansions included the acquisition
of a joint venture interest in a nitrogen-phosphorous-potassium (NPK) production
facility in China, and the construction of port and warehouse facilities in
Argentina.
Pursuant to a marketing agreement, the Crop Nutrition segment also markets
exported phosphate products produced by WMC Fertilizers, Ltd. in Australia. The
marketing agreement with WMC Fertilizers, Ltd. will expire by its terms on
December 31, 2004. Cargill and WMC have not yet determined whether to enter into
any new or renewed marketing agreement after the expiration of the current
agreement. The Crop Nutrition segment also marketed exported phosphate products
produced by Lifosa A.B. in Lithuania. The parties mutually agreed to terminate
the marketing agreement with Lifosa effective July 2004. The Lifosa marketing
agreement was originally scheduled to expire in August 2008, therefore an early
termination fee of $6.0 million was received from Lifosa's majority shareholders
in May 2004. Since certain contract termination provisions were not completed at
May 31, 2004, the $6.0 million gain ($3.9 million after tax) will not be
recognized until the first quarter of fiscal 2005. Net sales and gross profit
under the agreement were $143.4 million and $3.1 million, respectively for the
year ended May 31, 2004. Lifosa marketing agreement net sales and gross profit
were $121.5 million and $3.9 million, respectively, for the year ended May 31,
2003. The Crop Nutrition segment plans to enter into other supply arrangements
to supply certain of these customers in Europe. In North America, the Crop
Nutrition segment serves as the exclusive marketing agent for nitrogen products
produced by Saskferco Products, Inc. and acts as the exclusive marketing agent
for fertilizer products sold in the United States by the Phosphate Production
segment of the Cargill Fertilizer Businesses.
The principal Crop Nutrition products include straight fertilizers, such as
phosphates, nitrogen and potash, as well as blended and NPK fertilizers.
Services include the provision of tailored agronomic services as well as the
loading, unloading and storage of fertilizer, grains, meal, salt and coal for
both Cargill affiliates and third parties.
The following table presents summary operating data for the Crop Nutrition
segment (in thousands of U.S. dollars):
Year Ended May 31,
2004 2003 2002
Net sales (including inter-segment sales) $ 923,059 $ 673,881 $ 581,392
Gross profit 65,249 57,663 53,212
Gross profit percentage 7% 9% 9%
Selling, general & administrative expenses 39,863 34,692 37,259
Sales volume (in thousand tonnes) 6,458 6,330 5,694
Equity in net earnings (losses) of nonconsolidated
companies 198 368 (290 )
Year ended May 31, 2004 compared to the year ended May 31, 2003
Net sales increased $249.2 million, or 37%, to $923.1 million for the year ended
May 31, 2004, compared to $673.9 million in the prior fiscal year. The increase
in net sales was primarily related to price levels as world fertilizer prices
rose significantly in fiscal 2004. Sales volumes and average selling prices
increased 2% and 34%, respectively for the year ended May 31, 2004 as compared
to the prior fiscal year. Countries primarily representing increased sales
included the United States, India, Chile and Canada. Crop Nutrition's Hong Kong
based sales operations for shipments from Tampa to mainland China experienced
declines of $20.4 million and $2.1 million in net sales and gross profit,
respectively, primarily due to increased sales from the DAP granulation plant
near Haikou, China. The domestic price of DAP was less than the import price as
a result of record high ocean freight. The Cargill Fertilizer Businesses' 35%
share of equity earning in the China based DAP joint venture operation, part of
the Phosphate Production segment, increased $3.7 million for the year ended May
31, 2004 as compared to the prior fiscal year. Early in fiscal 2004, Crop
Nutrition began sales in Mexico and this added $13.6 million to net sales and
$0.6 million to gross profit for the year ended May 31, 2004.
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The $7.6 million increase in gross profit for the year ended May 31, 2004 as
compared to the prior fiscal year was primarily related to operations in Chile,
India and China due to increased volumes and more favorable sales prices in
these geographic areas. The operations in the United States and Argentina were
significant contributors to the gross margin in both fiscal years and remained
relatively constant.
Selling, general and administrative expenses increased $5.2 million, or 15%, to
$39.9 million for the year ended May 31, 2004, compared to $34.7 million in the
prior fiscal year. Of this increase, $2.4 million was related to United States
operations due to additional staffing, incentive plans, increased pension
funding and a greater percentage of shared services expense allocated from
Cargill. The expense for fiscal 2004 also included approximately $2.1 million in
integration expenses related to the pending merger with IMC. The remaining
increase related primarily to operations in China, Mexico and Chile due to sales
increases there. These increases were partially offset by a $1.3 million
recovery of receivables in Lithuania that were previously reserved for.
Crop Nutrition recognized $1.1 million in other income for the year ended May
31, 2004 related to cash received for the favorable settlement of a contract
dispute. Cargill had filed suit against an industrial customer in August 2001
seeking damages for breach of contract relating to the supply of fertilizer by
the Crop Nutrition segment under a requirements contract.
Year ended May 31, 2003 compared to the year ended May 31, 2002
Net sales increased $92.5 million, or 16%, to $673.9 million in fiscal 2003,
compared to $581.4 million in fiscal 2002. Of this increase, $69.8 million
represented an increase in net sales relating to the Lithuanian operations
resulting from the October 2002 resumption of operations of Lifosa upon approval
of a restructuring plan with its creditors and shareholders. All other countries
showed an increase in net sales with the exception of Argentina, which declined
$6.4 million due to changes in pricing terms that shortened the payment terms
and reduced bad debt exposure. Also, sales volume in Argentina decreased 24,000
tonnes for fiscal 2003 versus fiscal 2002.
Gross profit remained consistent at 9% in both fiscal 2003 and 2002. The gross
profit percentage in the United States improved 4%. While sales volume was
relatively unchanged, market prices improved on average by $10 per tonne, which
contributed to increased gross margins. This improvement was partially offset by
a 3% decline in Argentina due to lower volumes and changes in pricing related to
shorter credit terms.
Selling, general and administrative expenses decreased $2.6 million, or 7%, to
$34.7 million in fiscal 2003, compared to $37.3 million in fiscal 2002. Of this
decrease, $2.1 million related to Crop Nutrition's Argentina operations,
primarily due to lower bad debt expenses and commissions expense.
Operating results in fiscal 2002 included $6.5 million in expense related to
currency translation losses due to exchange rate fluctuations in the Argentine
peso compared to the U.S. dollar. These exchange rate fluctuations were
primarily caused by the Argentine government de-linking the peso from the U.S.
dollar in December 2001.
Brazil Fertilizer
The Brazil Fertilizer segment began operations in 1993 when Cargill Agricola,
S.A. (Cargill Agricola), parent company of Cargill Fertilizantes, S.A. (Cargill
Fertilizantes), constructed a liquid fertilizer blending plant and warehouse
located at Monte Alto, which remains in operation today. The Brazil Fertilizer
segment primarily includes ownership of Cargill Fertilizantes, S.A., a wholly
owned subsidiary of Cargill, which is a leading producer and distributor of bulk
and bag blended fertilizers in Brazil. There are two primary activities for this
segment:
To serve as a key producer and distributor of blended fertilizers
for agricultural use in Brazil that, together with its minority
Brazilian fertilizer investments, make Cargill a significant
participant in the important and growing Brazilian fertilizer
market. This activity represents an average of 96% of net sales
dollars of the Brazil Fertilizer segment.
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To serve as a deep-water fertilizer import and throughput warehouse
terminal facility that is both efficient and low cost. Management
believes these assets bring a competitive advantage to the Cargill
Fertilizer Businesses in serving the Brazilian state of Paran and
the Cerrado Region. This activity represents an average of 4% of
net sales dollars of the Brazil Fertilizer segment.
Cargill Fertilizantes owns approximately 33% of Fertifos, a Brazilian holding
company that controls (i) 55.63% of Fosfertil, a significant Brazilian
manufacturer of phosphate-based fertilizer and operator of a phosphate rock mine
and a phosphate processing facility, and (ii) Ultrafertil, a significant
Brazilian nitrogen company wholly owned by Fosfertil which operates two nitrogen
plants and a modern port facility at Santos, as well as a phosphate rock mine
and two smaller phosphate processing facilities. The ownership of Fertifos by
the Cargill Fertilizer Businesses is recorded under the equity method and its
results appear as "Equity in net earnings of nonconsolidated companies" in the
consolidated statement of operations for the Cargill Fertilizer Businesses.
In October 2000, the Cargill Fertilizer Businesses expanded their Brazilian
fertilizer portfolio by acquiring a controlling interest in Fertiza, a business
that distributed approximately 0.7 million tonnes of bagged products per year
through an extensive sales network in central and southern Brazil. The Fertiza
acquisition also included Fertiza's 62.05% ownership interest in Fospar and 45%
ownership interest in IFC. Fospar operates two major assets located in
Paranagua, Brazil, including a single superphosphate granulation plant and a
deep-water fertilizer import and throughput warehouse terminal facility. IFC's
operations include a blending and storage facility in Cubatao that supports the
sale of fertilizer products in the Brazilian states of So Paulo, Mato Grosso and
Mato Grosso de Sul. Because Fospar is not 100% owned by the Cargill Fertilizer
Businesses, the minority interest is shown as "Minority interest in net
(earnings) losses of consolidated companies" in the consolidated statement of
operations for the Cargill Fertilizer Businesses. IFC is recorded under the
equity method and its results appear as "Equity in net earnings of
nonconsolidated companies" in the consolidated statement of operations for the
Cargill Fertilizer Businesses.
The following table presents summary operating data for the Brazil Fertilizer
segment (in thousands of U.S. dollars):
Year Ended May 31,
2004 2003 2002
Net sales $ 525,850 $ 382,905 $ 414,096
Gross profit 55,493 45,362 56,794
Gross profit percentage 11% 12% 14%
Selling, general & administrative expenses 25,475 24,307 32,084
Sales volume (in thousand metric tonnes)
Fertilizer and feed distribution (1) 2,426 2,258 2,439
Terminal facility throughput 2,487 2,352 2,140
Equity in net earnings of nonconsolidated companies 17,664 16,897 7,055
(1) tonnage includes feed phosphates
Year ended May 31, 2004 compared to the year ended May 31, 2003
Net sales increased $143.0 million, or 37%, to $525.9 million for the year ended
May 31, 2004 compared to $382.9 million in the prior fiscal year. This increase
was primarily due to 33% higher average selling prices as well as 7% increased
sales volumes in the distribution business as farmers reacted to higher
commodity prices by increasing their planted acreage. Higher international
prices for fertilizer raw materials boosted local selling prices. The slight
decline in gross profit percentage for the current fiscal year compared to the
comparable prior fiscal year was due to changes in product mix and pricing
changes.
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Selling, general and administrative expenses increased $1.2 million, or 5%, to
$25.5 million for the year ended May 31, 2004 compared to $24.3 million in the
prior fiscal year. The increase was primarily due to additional commissions
linked to higher sales, plus approximately $0.5 million in integration expenses
related to the pending merger with IMC.
Interest expense for the year ended May 31, 2004 declined $11.1 million as
compared to the prior fiscal year primarily due to lower average interest rates
and a capital infusion of $65.8 million from Cargill on June 1, 2003.
The $0.8 million increase in equity earnings is primarily related to Fertifos
due to its majority ownership of Fosfertil. Fosfertil's earnings have continued
to grow as their sales and margins have improved.
Year ended May 31, 2003 compared to the year ended May 31, 2002
Net sales decreased $31.2 million, or 8%, to $382.9 million in fiscal 2003,
compared to $414.1 million in fiscal 2002. Sales volumes in fiscal 2003 were
181,000 tonnes lower than in fiscal 2002 primarily due to a decision not to
participate in low margin sales. The 2% decline in gross profit percentage in
fiscal 2003 was primarily due to higher costs caused by increasing international
prices for fertilizer raw materials.
Selling, general and administrative expenses decreased $7.8 million, or 24%, to
$24.3 million in fiscal 2003, compared to $32.1 million in fiscal 2002. The
impact of foreign exchange rates reduced selling, general and administrative
expenses by $8.1 million, but this was partially offset by costs relating to the
merger between Fertiza and Soloricco, S.A., a fertilizer company in which the
Cargill Fertilizer Businesses held a controlling interest in fiscal year 2003.
The increase in equity earnings relates to higher sales volumes and selling
prices at Fosfertil. Fosfertil's earnings have continued to grow as their sales
and margins have improved. The Brazilian agricultural sector has benefited from
higher oil prices in a depreciated currency that has stimulated planted area,
crop production and fertilizer demand.
Saskferco
The Saskferco segment represents the Cargill Fertilizer Businesses' 50%
ownership interest in Saskferco Products, Inc. (Saskferco), a Saskatchewan based
nitrogen joint venture. The remaining 50% ownership interest in Saskferco is
owned by Investment Saskatchewan, Inc. (49%) and Citibank Canada (1%). The
ownership stake held by the Cargill Fertilizer Businesses is accounted for under
the equity method. The functional currency of Saskferco is the U.S. dollar;
therefore gains/losses in translating Saskferco's results from the Canadian
dollar are included in its net earnings.
Saskferco's world-scale and energy-efficient nitrogen plant, located near Belle
Plaine, Saskatchewan, has the capacity to produce approximately 1,860 tonnes of
ammonia, 2,850 tonnes of granular urea solution and 650 tonnes of UAN liquid
fertilizer solution per day. Saskferco's products are sold to nitrogen
fertilizer customers, primarily in western Canada and the northern tier of the
United States.
The following table presents summary operating data for the Saskferco segment
(in thousands of U.S. dollars):
Year Ended May 31,
2004 2003 2002
Net sales $ 222,284 $ 195,765 $ 173,225
Gross profit 61,326 44,597 31,721
Net earnings 24,339 14,752 210
Equity in net earnings of Saskferco 12,122 7,333 220
Sales volume (in thousand metric tonnes) 938 1,040 1,130
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Year ended May 31, 2004 compared to the year ended May 31, 2003
Saskferco reported net earnings of $24.3 million for the year ended May 31,
2004, up from $14.8 million for the prior fiscal year. Urea production was down
21 thousand tonnes, or 2.2%, due to a planned maintenance turnaround for four
weeks in June and July 2003. Although urea sales were down 127 thousand tonnes,
or 13.4%, this decrease was offset by strong urea fertilizer prices which were
higher than fiscal 2003 by $51 per tonne. UAN production was started in the
fourth quarter of fiscal 2004, which added sales volumes of 32 thousand tonnes
to fiscal 2004 results.
Year ended May 31, 2003 compared to the year ended May 31, 2002
Saskferco reported net earnings of $14.8 million for fiscal 2003, up from $0.2
million fiscal 2002. The Canadian dollar strengthened significantly versus the
U.S. dollar through May 2003, ending at $0.73 compared to $0.66 in May 2002.
This resulted in a $4.0 million currency translation gain. Although urea
production and sales in tonnes were down 65,648 tonnes and 81,183 tonnes,
respectively, these decreases were offset by strong margins as the increase in
nitrogen fertilizer prices outpaced the increase in natural gas prices.
Liquidity and Capital Resources
The primary sources of cash for working capital, capital expenditures and
acquisitions are operating cash flow and borrowings from Cargill. Interest
charges on Cargill borrowings are variable based on Cargill's borrowing cost as
well as capital market conditions. Borrowings consist of both a short-term pool
and a long-term pool. These borrowings from Cargill will not continue following
the closing of the transactions. Therefore, Mosaic will be required to seek
alternative sources of financing, which may include accessing the public capital
markets and/or borrowing funds from commercial banks. The current IMC credit
facility has incremental borrowing capacity to meet immediate post-closing
needs. IMC and Cargill have begun the process of reviewing credit facility
changes with existing lenders with the expectation of modifying the existing
facility or replacing it with a new one.
Cash flows from operating activities are primarily driven by net earnings,
adjusted for the noncash impact of depletion, depreciation and amortization. The
other main contributor is volume and price level changes in phosphate product
selling prices and raw material input prices, which result in significant
changes in accounts receivable, inventories and accounts payable.
Cash used for investing activities primarily relates to additions to property
and acquisitions. The Cargill Fertilizer Businesses spend approximately $60
million annually on regular capital additions to property to maintain fixed
assets. The remaining annual capital expenditures primarily relate to expansion
of capacity. Of cash used for acquisitions in fiscal 2003, $119.9 million
(excluding a $10.0 million deferred payment) related to the purchase of the
Florida processing plants and phosphate rock reserves of Farmland Hydro, L.P.
Additions to property for fiscal 2004 were $162.1 million, including
approximately $27 million for a new barge, $28 million for conversion projects
in Tampa, $11 million for a new clay settling area and $12 million for
production expansion in South Fort Meade. In the fourth quarter of fiscal 2004,
an additional $16.1 million was spent for a phosphate mine in Florida, excluding
$5.4 million in deferred payments. The Cargill Fertilizer Businesses also spent
approximately $13.2 million during the year ended May 31, 2004 for the
acquisition of the remaining minority interest in Cargill Fertilizantes, S.A.
Additions to property for fiscal 2005 are expected to be approximately $130 to
$140 million.
Cash flows from financing activities primarily include contributions by Cargill
as well as borrowings from Cargill. The Cargill Fertilizer Businesses also had
$42.4 million in third party long-term debt at May 31, 2004, a majority of which
relates to the Brazil Fertilizer segment, and also includes a 5.5%, $13.8
million Industrial Revenue Bond for the Phosphate Production segment due in
2009. The interest rate on debt relating to the Brazil Fertilizer segment is
largely tied to TJLP (a long-term interest rate regulated by the Brazilian
Central Bank) and
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IGPM (a general market price index calculated by the Fundacao Getuilio Vargas).
The TJLP has been relatively stable because it is a long-term rate. The IGPM has
fluctuated significantly, especially in the fiscal year ended May 31, 2003.
Off-Balance Sheet Arrangements
The Cargill Fertilizer Businesses do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on their
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.
Contractual Obligations
At May 31, 2004, the Cargill Fertilizer Businesses had certain contractual
obligations, which require payments as follows:
Payment Due by Period
More
Less than 1-3 4-5 than
Contractual Obligations Total 1 year years years 5 years
(dollars in thousands)
Due to Cargill, Inc and affiliates (a) $ 509,496 $ 202,915 $ - $ - $ 306,581
Long-term debt 42,380 9,756 13,600 2,400 16,624
Deferred acquisition liabilities (b) 15,400 11,350 2,700 1,350 -
Operating leases 20,305 4,100 5,495 2,391 8,319
Purchase obligations (c) 1,483,601 712,570 430,547 152,884 187,600
Total contractual cash obligations $ 2,071,182 $ 940,691 $ 452,342 $ 159,025 $ 519,124
(a) The long-term debt owed by the Cargill Fertilizer Businesses
to Cargill does not have a specified due date. For that
reason, it is shown as being due in more than five years. The
short-term portion primarily relates to funding working
capital items.
(b) These liabilities relate to the deferred payments due on
acquisitions made in fiscal 2004 and 2003. On the consolidated
balance sheets, the current portion is included in accrued
expenses and the long-term portion is included in other deferred
liabilities.
In addition, the Cargill Fertilizer Businesses are
obligated to pay an amount to a former shareholder of the
Brazil Fertilizer business if Fosfertil's operating cash
flow exceeds certain thresholds through 2019. Such amount,
if payable in any given year, is determined on an annual
basis. The aggregate amount subject to payment to the
former shareholder is capped at $36 million.
(c) The Cargill Fertilizer Businesses purchase raw materials and
finished fertilizer products from third parties under
contracts that range in term from one to five years. Purchases
under these contracts generally are based on prevailing market
prices and obligations listed in the above table are valued
using prices as of August 1, 2004. Raw materials and finished
fertilizer products prices were at the high end of historical
ranges on August 1, 2004 and may remain volatile in future
years.
The Cargill Fertilizer Businesses currently purchase phosphate rock for the
Green Bay phosphate operation under a contract that expires in mid-2005. The
Cargill Fertilizer Businesses purchase anhydrous ammonia for Florida-based
phosphate operations under a five-year contract based on prevailing market
prices. The Cargill Fertilizer Businesses have provided notice of termination
under such contract effective June 2005. The Cargill Fertilizer Businesses
purchase sulphur for Florida-based phosphate operations under contracts ranging
from one to three years based on prevailing market prices.
The Cargill Fertilizer Businesses are obligated to provide the South Fort Meade
mine first preference for their phosphate rock requirements and to make royalty
payments to the South Fort Meade Partnership L.P. of approximately $3.09 per
tonne for the rock mined and beneficiated at this facility. Current capacity of
the
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South Fort Meade mine is 4.6 million tonnes per year. A project to expand
capacity to 5.9 million tonnes per year is expected to be completed by the end
of 2004.
The Cargill Fertilizer Businesses purchase phosphate products for their
Brazilian operations at prevailing market prices under a four-year contract that
commenced January 1, 2004. The Cargill Fertilizer Businesses also purchase
fertilizer products for worldwide distribution operations under annual contracts
and at prevailing market prices.
Critical Accounting Policies and Estimates
The preparation of the financial statements for the Cargill Fertilizer
Businesses requires judgments and estimates on the part of management,
especially the items presented below. A summary of the significant accounting
policies, including the two discussed below, are included in Note 1 of the
consolidated financial statements of the Cargill Fertilizer Businesses.
Environmental and reclamation activities
The Cargill Fertilizer Businesses record accrued liabilities for various
environmental matters and reclamation activities. As of May 31, 2004 and 2003,
the balances of these accrued liabilities were $98.2 million and $67.0 million,
respectively. The estimation processes used to determine the amounts of these
accrued liabilities are complex and use information obtained from Cargill
specific and industry data, as well as general economic information. Changes in
major assumptions or estimates could have a significant impact on the results of
operations.
On June 1, 2003, the Cargill Fertilizer Businesses began accounting for its
asset retirement obligations under SFAS No. 143. Based upon the guidance of SFAS
No. 143, the Cargill Fertilizer Businesses estimated the costs of retiring the
assets. Actual costs to be incurred at identified sites in future periods may
vary from the estimates, given the inherent uncertainties in evaluating
retirement costs. The costs are inflated based on an inflation factor and
discounted based on a credit-adjusted risk-free rate. Fluctuations in the
estimated costs, inflation rates and interest rates can have a significant
impact on the amounts recorded.
Recoverability of long-lived assets
The assessment of Cargill's management of the recoverability of long-lived
assets involves critical accounting estimates. The assessments reflect
management's best assumptions and estimates. Factors that management must
estimate when performing impairment tests include sales volume, prices,
inflation, discount rates, exchange rates, tax rates and capital spending.
Significant management judgment is involved in estimating these factors, and
they include inherent uncertainties. The recoverability of these assets is
dependent upon the accuracy of the assumptions used in making these estimates
and how the estimates compare to the eventual future operating performance of
the specific businesses to which the assets are attributed. Certain of the
operating assumptions are particularly sensitive to the cyclical nature of the
Company's phosphate business. All assumptions utilized in the impairment
analysis are consistent with Cargill's internal planning. If other assumptions
and estimates had been used, the balances for long-lived assets could have been
materially impacted.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
143, Accounting for Asset Retirement Obligations, which became effective for the
Cargill Fertilizer Businesses on June 1, 2003. SFAS 143 requires legal
obligations associated with the retirement of long-lived assets to be recognized
at their fair value at the time that the obligations are incurred. The Cargill
Fertilizer Businesses adopted SFAS No. 143 on June 1, 2003 and it did not have a
material effect on the consolidated statement of operations of the Cargill
Fertilizer Businesses.
In January 2003, the FASB issued Interpretation (FIN) No. 46 (revised December
2003), Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin No. 51, which is effective for the The Cargill
Fertilizer Businesses June 1, 2005. FIN No. 46 defines variable interest
entities (VIEs) and provides
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guidance on when VIEs should be consolidated. The Cargill Fertilizer Businesses
do not expect that the adoption of FIN No. 46 will have a material effect on the
consolidated financial statements of the Cargill Fertilizer Businesses.
Quantitative and Qualitative Disclosures About Market Risk
The Cargill Fertilizer Businesses are exposed to the impact of changes in
interest rates, foreign currency exchange rates and commodity prices.
Interest rates. A one percent change in interest rates would have an annualized
pre-tax impact of approximately $5.1 million on the $509 million of borrowings
by the Cargill Fertilizer Businesses from Cargill as of May 31, 2004, but this
debt will not be transferred to Mosaic. Third party debt totaled $42.4 million
at May 31, 2004, nearly half of which was at fixed interest rates. The remainder
of third party debt is variable based on Brazilian bank and inflation rates, but
any hypothetical changes in these rates is not expected to have a significant
impact on the financial results of the Cargill Fertilizer Businesses.
The table below provides information on the Cargill Fertilizer Businesses' debt
obligations that are sensitive to changes in interest rates and currency
exchange rates. The obligations are primarily denominated in the U.S. dollar
except for a portion of the long-term outside debt that is denominated in the
Brazilian real. For these Brazilian debt obligations, the information below is
presented in U.S. dollar equivalents, which is the Cargill Fertilizer
Businesses' reporting currency.
Expected Maturity Date-Years ended May 31
2005 2006 2007 2008 2009 Thereafter Total
Data as of May 31, 2004 (Dollars in millions)
Outside Long-term debt:
Fixed rate ($US) $ 1.0 - 0.1 - - 16.5 17.6
Average interest rate 8.0 % 8.0 % 5.9 %
Variable rate ($US) $ 0.7 - - - - - 0.7
Average interest rate (1) 3.1 %
Variable Rate tied to BNDES (Brazilian
real) $ 0.1 0.1 0.1 - - - 0.3
Average interest rate (2) 10.6 % 10.6 % 10.6 %
Variable Rate tied to TJLP (Brazilian real) $ 1.9 2.3 1.9 1.5 0.9 0.2 8.7
Average interest rate (3) 13.5 % 13.5 % 13.5 % 13.7 % 13.9 % 14.0 %
Variable Rate tied to IGPM (Brazilian real) $ 6.1 6.0 3.0 - - - 15.1
Average interest rate (4) 13.5 % 13.5 % 13.5 %
Debt with Cargill, Inc. and Affiliates
Short-term borrowings ($US) $ 202.9 - - - - - 202.9
Average interest rate (5) 1.2 %
Long-term borrowings ($US) $ - - - - - 306.6 306.6
Average interest rate (6) 6.0 %
(1) This debt is based on LIBOR plus 1.5%. The six-month LIBOR
rate at May 31, 2004 was 1.6%.
(2) BNDES reflects the weighted average of the exchange variations
amongst the currencies in the BNDES (Brazilian Development
Bank) Currency Basket. The rate at May 31, 2004 was 6.6%.
(3) TJLP is a long-term interest rate set by the Brazilian
Central Bank. The rate at May 31, 2004 was 3.5%. The May 31,
2003 rate was 5.7%. The interest rate on the various debt of
the Cargill Fertilizer Businesses is set at the TJLP rate
plus amounts varying from 9.1% to 10.5%.
(4) IGPM is a Brazilian inflation index published by Fundacao
Getulio Vargas. The rate was 7.0% at May 31, 2004 and varies
much more than the TJLP. The $15.1 million of debt above is
indexed to IGPM plus 6.5%. During FY2004 the IGPM ranged
from 5.1% to 31.5%.
(5) This rate is set by the Cargill Treasury Department. It ranged
from 1.2% to 1.4% during FY2004. This debt is shown as
maturing in FY2005 but renews as part of working capital
financing.
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(6) This rate is set by the Cargill Treasury Department. It ranged
from 6.0% to 6.8% during FY2004. This debt does not have a set
maturity date but is part of a long-term borrowing pool.
Foreign currency exchange rates. In recent years, the Cargill Fertilizer
Businesses have been impacted by various currency fluctuations, most notably
changes in the Brazilian real, the Argentine peso and the Canadian dollar.
Changes in the Canadian dollar primarily impact the Cargill Fertilizer
Businesses' 50% equity interest in Saskferco. The functional currency for
Saskferco is the U.S. dollar. Fluctuations in the Brazilian real and the
Argentine peso were significant in fiscal 2002, but have had minimal impact on
the statement of operations of the Cargill Fertilizer Businesses since that
period. The fiscal 2002 fluctuations in the Argentine peso were primarily caused
by its de-linking from the U.S dollar in December 2001.
The Cargill Fertilizer Businesses do not maintain separate derivatives or hedges
related to foreign currency. Cargill, Incorporated, the parent of the Cargill
Fertilizer Businesses, monitors foreign currency exposure on a global basis
related to its various operations throughout the world. Open exposure in one
business segment could be offset by exposures in another business segment,
thereby eliminating the need for an external derivative instrument. A separately
quantifiable foreign currency hedge portfolio and risk exposure will be
available after Mosaic is in operation.
Commodity prices. The Cargill Fertilizer Businesses purchase three primary raw
materials-natural gas, ammonia and sulfur. A portion of fluctuations in prices
for these raw materials is reflected in the selling prices of finished products,
but there can be no guarantee that significant increases in input prices can be
recovered. The Cargill Fertilizer Businesses monitor their exposure against a
predetermined position limit based on inventory levels, open purchase contracts
and open sales orders. The Cargill Fertilizer Businesses enter into raw material
purchase contracts to manage market risks but exposure to significant
fluctuations still exists. The Cargill Fertilizer Businesses utilize forward
pricing for both purchase and sales contracts when appropriate. The geographic
diversity of the company serves to reduce commodity market risks, but supply and
demand dynamics have a significant impact on the Cargill Fertilizer Businesses.
The Cargill Fertilizer Businesses also use product mix to mitigate risks, such
as the mix in sales between DAP and MAP, which use different quantities of
ammonia.
The table below shows the average prices for the two main purchased raw
materials used in the production of DAP and MAP. The table also shows the
relative average usage rates for each of these products in the production of one
tonne of DAP. There are no well established and fully functional risk management
tools such as futures and options markets in the crop nutrition industry. At May
31, 2004, the Cargill Fertilizer Businesses had no derivatives or hedges
outstanding for its raw materials or its finished products.
Weighted Cost
FY2004 Tonnes Assuming 10%
Average cost Needed for one Weighted Raw Material
per Tonne Tonne of DAP Cost Cost increase
Ammonia (1) $ 256 0.23 $ 59 $ 65
Sulfur $ 76 0.43 $ 33 $ 36
Primary Purchased Raw material cost $ 92 $ 101
(1) Ammonia costs have been the most volatile in recent years.
Each $10 change per tonne in the cost of ammonia would impact
DAP production costs by about $2.30 per tonne.
The following table quantifies the variability of ammonia and sulfur costs since
2001.
Ammonia Sulfur
($ per tonne) ($ per tonne)
Average $ 181 $ 53
Standard Deviation $ 57 $ 15
Coefficient of Variation 32 % 28 %
Minimum $ 107 $ 28
Maximum $ 325 $ 70
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MANAGEMENT OF MOSAIC FOLLOWING THE TRANSACTIONS
Executive officers and directors
The following table sets forth information regarding the individuals who
currently are expected to serve as executive officers and directors of Mosaic
upon completion of the transactions. Additional executive officers and directors
will be determined prior to the special meeting.
Name Age Position
------------------------------------ --- ----------------------------------
Norman B. Beug 52 Vice President-Potash Operations
Fredric W. Corrigan Chief Executive Officer, President
61 and Director
Robert L. Lumpkins 60 Chairman of the Board of Directors
Richard L. Mack 36 Senior Vice President, General
Counsel and Corporate Secretary
Stephen P. Malia Senior Vice President-Human
50 Resources
Steven L. Pinney Senior Vice President-Phosphate
50 Operations
James T. Thompson 53 Executive Vice President
Linda Thrasher 38 Vice President-Public Affairs
Guillaume Bastiaens 61 Director
Raymond F. Bentele 67 Director
Harold H. MacKay 63 Director
David B. Mathis 66 Director
William T. Monahan 57 Director
Douglas A. Pertz 49 Director
James T. Prokopanko 50 Director
Steven M. Seibert 49 Director
|
Norman B. Beug has served as the Vice President and General Manager of IMC
Global's Potash Business Unit (PBU) since February 2003. Mr. Beug began his
career in the potash industry in 1977 when he joined the Saskatchewan-based
Kalium Chemicals, then a subsidiary of PPG Industries, whose operations were
acquired by IMC in 1996. Throughout his potash career, Mr. Beug has held a
variety of supervisory and management positions and became the General Manager
of the IMC Potash Belle Plaine facility in 1997. Mr. Beug is the past president
of The Saskatchewan Mining Association (SMA) and is currently a member of SMA's
Executive Committee. Mr. Beug also is a past Chairman of the Canadian Fertilizer
Institute (CFI) and currently serves as a director of the CFI. Mr. Beug is also
a director of the Saskatchewan Potash Producers Association (SPPA). Mr. Beug
earned his B.S. degree in mechanical engineering from the University of
Saskatchewan in 1974.
Fredric W. Corrigan has served as Executive Vice President of Cargill since
November 1999, Chairman of the Board of Cargill Fertilizer, Inc. since
September, 1994 and Chairman of the Cargill Corporate Business Excellence
Committee since August, 2000. Mr. Corrigan also serves on Cargill's Corporate
Leadership Team and Corporate Public Affairs Committee, as well as the board of
directors of several Cargill joint ventures. Mr. Corrigan joined Cargill in
1966. From 1966 until 1986, Mr. Corrigan held various positions within Cargill's
soybean processing and corn milling business and its flour milling division. Mr.
Corrigan was named President of Cargill's Fertilizer Division in 1986 and
President of Cargill Worldwide Fertilizer in 1992. In 1996, he was named
President of Cargill's Agriculture-Biosciences Group. Mr. Corrigan has
previously served on the board of directors of The Fertilizer Institute, the
Potash & Phosphate Institute and the Florida Phosphate Council. Mr. Corrigan
holds a B.S. degree in economics from Dartmouth College.
Robert L. Lumpkins has served as Chief Financial Officer of Cargill since 1989
and as Vice Chairman of Cargill since 1995. Mr. Lumpkins joined Cargill in 1968.
From 1968 until 1989, Mr. Lumpkins held various financial and line management
positions. Mr. Lumpkins serves as a member of the board of directors of Cargill,
Ecolab, Inc. and WhereNet. He also serves on the non-profit boards of Howard
University and TechnoServe, Inc., and on the Notre Dame Science Advisory Council
and the Stanford Business School Advisory Council. A native of Lawrenceburg,
Tennessee, Mr. Lumpkins holds a B.S. degree in mathematics from the University
of Notre Dame and a MBA from the Stanford Graduate School of Business.
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Richard L. Mack has served as an attorney in Cargill, Incorporated's worldwide
law department since joining Cargill in 1994, serving most recently as a Senior
Attorney since 2000. Since joining Cargill in 1994, Mr. Mack's responsibilities
have included working with Cargill's worldwide crop nutrition businesses and
counseling several additional business units and shared service organizations
within Cargill, including Cargill Steel and Cargill Ventures, a business which
he helped launch in 1999. During his career at Cargill, Mr. Mack has provided
guidance on a variety of commercial, operational and strategic matters for the
company, and has had significant experience in mergers, acquisitions, joint
ventures and equity transactions involving Cargill's businesses. Prior to
joining Cargill, Mr. Mack served as counsel for administrative divisions at
Norwest Corporation. Mr. Mack is a member of the Minnesota State Bar, the
Hennepin County Bar, and the American Corporate Counsel Associations. Mr. Mack
holds a B.S. degree in accounting from Minnesota State University - Moorhead
(1990) and a Juris Doctor from Hamline University School of Law (1993).
Stephen P. Malia is Senior Vice President of Human Resources for IMC. Mr. Malia
joined the Company in his current position in January 2000. He previously spent
23 years at Owens Corning of Toledo, Ohio in a series of increasingly more
responsible human resources positions at both the corporate and business unit
levels. He most recently was Vice President, Human Resources for Owens Corning's
Exterior Systems business which had revenues of $1.3 billion and more than 5,000
employees. Mr. Malia holds a B.S. degree in industrial and labor relations from
Cornell University.
Steven L. Pinney has served as a Senior Vice President of Cargill, Incorporated
and Business Unit Leader of Cargill's Phosphate Production Business Unit since
1999. Mr. Pinney also serves as president of Cargill Fertilizer, Inc., a
subsidiary of Cargill. Mr. Pinney joined Cargill in 1976 and assumed various
production management and plant engineering responsibilities in Cargill's
Oilseeds Processing facilities in Chicago, Memphis, and Gainesville, and
subsequently was named Plant Manager at Cargill's Sidney (Ohio) and Fargo
complexes. Since Cargill's entry into the fertilizer industry in 1986, Mr.
Pinney has held a variety of management positions in Cargill's fertilizer
businesses. In 1993, Mr. Pinney was appointed Facility Manager for Cargill's
Bartow, Florida manufacturing complex, and was also named Vice President of
Manufacturing. In 1998, Mr. Pinney was named Vice President of Operations for
all of Cargill's mining and manufacturing operations in Florida. As Business
Unit Leader for Phosphate Production, Mr. Pinney has also been responsible for
Cargill's fertilizer operational activities in Brazil and China. Mr. Pinney
holds a B.S. degree in chemical engineering from the University of Minnesota
Institute of Technology. He is a six year Director and immediate past Chairman
for the United Way of Central Florida. Mr. Pinney is also five year director and
current Chairman for Prevent Blindness Florida.
James T. Thompson has served as president of Cargill Steel since January 1996
with responsibility for North Star Steel Company, North Star Recycling Company,
Cargill Steel Service Centers and Cargill Wire. Mr. Thompson is a member of
Cargill's Corporate Center and the Business Conduct Committee. Mr. Thompson
joined Cargill in 1974 as a general trainee in Minneapolis, Minn. before joining
C. Tennant, Sons & Co. Mr. Thompson was named manager of Tennant's Houston,
Texas, sales office in 1976 and in 1978 became manager of import trading in
Minneapolis. Mr. Thompson was named assistant vice president of Tennant in 1981
and in 1986 was named vice president of Cargill Ferrous International, the name
under which Tennant operations were reorganized that year. Later in 1986, Mr.
Thompson was named division managing director for Cargill U.K. Limited. Mr.
Thompson was appointed vice president of Universal Tubular Services for North
Star Steel in Houston in 1988, vice president of sales and marketing for North
Star Steel in 1989, and executive vice president of Cargill Steel in 1994. Mr.
Thompson is a former board member of the Business Economics Education Foundation
and presently serves on the boards of the Steel Manufacturers Association, the
Metals Service Center Institute and the International Iron and Steel Institute.
Mr. Thompson received a B.S. degree in business and agricultural economics from
the University of Wisconsin at Madison in 1973.
Linda Thrasher has served as the Director of Public Policy for Cargill,
Incorporated's Washington, D.C. office since joining Cargill in 1994. Ms.
Thrasher has handled extensive legislative and regulatory issues for Cargill's
fertilizer, salt and steel businesses and has spent significant time working on
environmental and trade
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issues. Prior to joining Cargill, Ms. Thrasher worked for Congressman Jim Nussle
(R-IA) on agriculture, trade and environmental matters, and also served as legal
counsel for Congressman Fred Grandy (R-IA). Ms. Thrasher graduated from the
College of St. Catherine (St. Paul, Minnesota) in 1988 with a B.A. degree in
English and political science. In 1991, Ms. Thrasher received a Juris Doctor
from William Mitchell College of Law.
Guillaume Bastiaens has served as Vice Chairman of Cargill, Incorporated since
February 1998. Mr. Bastiaens is a member of the Cargill Corporate Leadership
Team, and has executive supervision of corporate research and development. Mr.
Bastiaens was elected to Cargill's Board of Directors in 1995, and serves as a
member of the Executive Committee and the Finance Committee of the board and the
Corporate Center. Mr. Bastiaens also serves on the Commitment, Quality,
Financial Position and Credit Committees and chairs the Technology Committee at
Cargill. Mr. Bastiaens joined Cargill in 1967 as refinery supervisor of the
Processing Division in Amsterdam. Mr. Bastiaens has held various supervisory
positions at Cargill facilities in Europe and was responsible as plant
operations manager of the European Processing Group until transferring to
Minneapolis in 1981 as Vice President in the company's Processing Group,
responsible for the operation and engineering of all domestic and international
processing facilities. Mr. Bastiaens was elected Corporate Vice President of
Cargill in 1986, responsible for providing overall direction of plant operations
and technical development for Cargill. Mr. Bastiaens was named chief technology
officer in 1991, president of the Industrial Sector (which included Cargill's
fertilizer businesses) in 1992 and president of the Food Sector in August 1994.
Mr. Bastiaens was elected an Executive Vice President of Cargill in August 1995.
Mr. Bastiaens holds a B.S. degree in chemical engineering and serves as a member
of the board of directors of Donaldson Company, Inc.
Raymond F. Bentele is the retired President and Chief Executive Officer of
Mallinckrodt Inc., having served in that capacity from 1982 to 1992. Mr. Bentele
was Executive Vice President of Mallinckrodt Group Inc. (formerly known as
IMCERA Group Inc.) from 1989 until his retirement. He is also a director of the
AMCON Distributing Company and Leggett & Platt Inc. and was previously a
director of IMC from 1990 to 1991. Mr. Bentele has served as a Director of IMC
since June 1994, and his term expires in 2006. Mr. Bentele currently serves as
Chair of IMC's Executive Committee and as such serves as the IMC Board's Lead
Director. In addition, Mr. Bentele serves as Chair of IMC's Audit Committee and
also serves as a member of IMC's Compensation Committee. Mr. Bentele holds a
B.S. degree in business administration from Truman State University.
Harold H. MacKay is a Partner of the law firm MacPherson Leslie & Tyerman LLP
(MacPherson) in Regina, Saskatchewan, Canada. Mr. MacKay served as the Clifford
Clark policy advisor to the Department of Finance of Canada from June 2002
through June 2004. From January 1997 to February 2003, Mr. MacKay was Chair of
MacPherson. Mr. MacKay was Chair of the Task Force on the Future of the Canadian
Financial Services Sector in 1997 and 1998 and is Chair of the Saskatchewan
Institute of Public Policy. Mr. MacKay previously served as a director of The
Vigoro Corporation from November 1993 until March 1996. Mr. MacKay has served as
a director of IMC since March 1996, and his term expires in 2006. Mr. MacKay
currently serves as Chair of IMC's Corporate Governance and Nominating Committee
and also serves as a member of IMC's Executive Committee and the Environmental,
Health and Safety Committee. Mr. MacKay holds a B.A. degree in economics and
political science from the University of Saskatchewan, a Bachelor of Laws degree
from Dalhousie University and an Honorary Doctor of Laws degree from the
University of Regina.
David B. Mathis has served as the Chairman of the Board of Kemper Insurance
Companies since November 2003. From February 1996 to November 2003, Mr. Mathis
served as Chairman and Chief Executive Officer of Kemper. Mr. Mathis has been
employed by Kemper since 1960 in management positions of successively increasing
importance. He is currently a director of Kemper Insurance Companies. Mr. Mathis
also serves on the board of trustees of Lake Forest College and is an advisory
board member of the J. L. Kellogg Graduate School of Management of Northwestern
University. He also serves on the board of directors of Thomas Group, Inc.
Mr. Mathis has served as a director of IMC since February 1995, and his term
expires in 2005. Mr. Mathis currently serves as Chair of IMC's Compensation
Committee and also serves as a member of IMC's Executive
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Committee and the Corporate Governance and Nominating Committee. Mr. Mathis
holds a B.A. degree in speech from Lake Forest College.
William T. Monahan is the retired Chairman of the Board, President and Chief
Executive Officer of Imation Corp. Prior to his retirement in May of 2004, Mr.
Monahan served as Chairman, President and CEO of Imation since it was formed in
March 1996 in connection with its spin-off from 3M. From June 1993 to March
1996, Mr. Monahan served as Group Vice President responsible for the Electro and
Communications Group of 3M, and from May 1992 to May 1993, he served as Senior
Managing Director of 3M Italy. From September 1989 to May 1992, Mr. Monahan was
Vice President of the Data Storage Products Division of 3M. Mr. Monahan is
currently a director of Hutchinson Technology Inc. and Pentair Inc.
Douglas A. Pertz has served as Chairman and Chief Executive Officer of IMC since
March 2002. From October 2000 to March 2002, Mr. Pertz served as Chairman,
President and Chief Executive Officer of IMC, and from October 1999 to October
2000, Mr. Pertz served as President and Chief Executive Officer of IMC.
Mr. Pertz served as President and Chief Operating Officer of IMC from October
1998 to October 1999. Prior to joining IMC, Mr. Pertz served from 1995 to 1998
as President and Chief Executive Officer and as a director of Culligan Water
Technologies, Inc., a leading manufacturer and distributor of water purification
and treatment products. Mr. Pertz is a director of Compass Minerals
International, Inc. and Bowater Incorporated. Mr. Pertz has served as a director
of IMC since October 1998. Mr. Pertz serves as a member of IMC's Executive
Committee. Mr. Pertz holds a B.S. degree in mechanical engineering from Purdue
University.
James T. Prokopanko has served as Senior Vice President of Cargill and Platform
Leader of Cargill's Ag Producer Service Platform, a grouping of Cargill's
agriculture related businesses since 1999. Mr. Prokopanko also serves as
Corporate Vice President of Cargill's procurement function, member of the
Cargill Information Technology Steering Committee, Human Resource Buyers Council
and the North America Public Affairs Committee. Mr. Prokopanko joined Cargill in
1978 in Winnipeg, Manitoba. From 1978 to 1981 he worked on various business
expansions and acquisitions in the Financial Information Services group and from
1981 to 1983 lead the development of Cargill's fertilizer retail business in
Western Canada. From 1984 through 1989 Mr. Prokopanko was the Assistant Vice
President - Regional Manager of Cargill's retail crop input and country grain
elevator network in Alberta and British Columbia. Mr. Prokopanko was Assistant
Vice President - General Manager of Cargill's Eastern Canada agriculture network
of wholly owned stores, country elevators and joint ventures serving crop
producers in Ontario and Quebec. In 1995 Mr. Prokopanko was named Vice President
of Cargill's North American crop inputs business. During his career at Cargill,
Mr. Prokopanko has been engaged in retail agriculture businesses in Canada,
United States, Brazil, Argentina and the United Kingdom. Mr. Prokopanko has
served on the board of directors of the Canadian Fertilizer Institute and served
as President of The Fertilizer Institute of Ontario. Mr. Prokopanko holds a B.S.
degree in computer science from the University of Manitoba and an MBA from the
University of Western Ontario in London, Ontario.
Steven M. Seibert has operated The Seibert Law Firm since January 2003 in
Tallahassee, Florida and represents private and public sector clients in
environmental and land use matters. Prior to starting a law practice in 1999,
Mr. Seibert was appointed by Gov. Jeb Bush as Secretary of the Florida
Department of Community Affairs (DCA) where Mr. Seibert had primary
responsibilities for Florida's emergency preparedness and disaster response,
community revitalization programs, and Florida's extensive growth management
system. As Secretary of the DCA, Mr. Seibert served on the Governor's Growth
Management Study Commission, the state's Acquisition and Restoration Council,
the Florida Housing Finance Corporation, as Chairman of the Florida Communities
Trust and as Chairperson of the Wediva River Task Force. Prior to his
appointment to the DCA, from 1992 to 1999 Mr. Seibert served as an elected
County Commissioner representing Pinellas County, Florida. Mr. Seibert holds a
bachelor's degree from The George Washington University and a Juris Doctor from
the University of Florida.
Classified Board
The amended and restated certificate of incorporation and the amended and
restated bylaws of Mosaic, which will be adopted prior to the completion of the
transactions, provide that the Mosaic board of directors will
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consist of eleven members and be divided into three classes of directors with
each class serving a staggered three-year term. Initially, Cargill will have the
right to designate seven nominees and IMC will have the right to designate four
nominees to serve on the Mosaic board of directors as follows:
Class I will consist of three directors, two directors nominated by
Cargill and one director nominated by IMC, who will hold office until
the first annual meeting following the completion of the
transactions;
Class II will consist of five directors, three directors nominated by
Cargill and two directors nominated by IMC, who will hold office
until the second annual meeting following the completion of the
transactions; and
Class III will consist of three directors, two directors nominated by
Cargill and one director nominated by IMC, who will hold office until
the third annual meeting following the completion of the
transactions.
Cargill has designated Mr. Corrigan to serve as a director, as well as Chief
Executive Officer and President, of Mosaic and Mr. Lumpkins to serve as the
Mosaic Chairman of the Board. Cargill has also designated Messrs. Bastiaens,
Monahan, Prokopanko and Seibert to serve as directors. Cargill has not yet
selected the other director who it will designate to serve on the Mosaic board
of directors but intends to do so prior to the special meeting. IMC has
designated Messrs. Pertz, Bentele, MacKay and Mathis to serve as directors of
Mosaic. For more information about the rights of Cargill and IMC to designate
directors of Mosaic, see "Agreements Between Mosaic and Cargill-Investor Rights
Agreement" beginning on page 90 of this proxy statement/prospectus.
During the four-year period following the completion of the transactions, at
least four of the seven Mosaic directors nominated by Cargill and at least three
of the four Mosaic directors nominated by IMC must be "non-associated
directors," as that term is defined in the investor rights agreement. See
"Agreements Between Mosaic and Cargill-Investor Rights Agreement" beginning on
page 90 of this proxy statement/prospectus for the meaning of the term
"non-associated director." Mosaic will be responsible for making determinations
as to which of its directors are non-associated directors and has not yet made
those determinations.
Committees of the Board of Directors
The Mosaic Board of Directors shall initially have
an executive committee,
an audit committee,
a governance committee,
a compensation committee, and
such other committees as may be designated by the Mosaic board of directors.
Each committee of the Mosaic board of directors is required by the terms of the
investor rights agreement to consist of five directors, to the extent
practicable to comply with the rules and regulations of the New York Stock
Exchange, the SEC, the Sarbanes-Oxley Act of 2002, as amended, and any other
applicable requirements of law. Each of the committees of the Mosaic board of
directors initially will consist of three directors designated by Cargill and
two directors designated by IMC.
Audit committee
Mosaic will establish an audit committee that will be comprised entirely of
non-associated directors, all of whom will satisfy the independence requirements
of the New York Stock Exchange applicable to audit committees. The audit
committee's primary function will be to assist the Mosaic board of directors in
its oversight of:
the integrity of Mosaic's financial statements;
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Mosaic's independent auditor's qualifications and independence;
the performance of Mosaic's independent auditors; and
compliance with the code of ethics for senior financial officers.
Governance committee
Mosaic will establish a governance committee. A majority of the directors
comprising the governance committee must be non-associated directors. The
governance committee's primary responsibilities will be to:
develop, update as necessary and recommend to the Mosaic board of
directors corporate governance principles and policies;
monitor compliance with such principles and policies;
identify individuals qualified to become members of the Mosaic
board of directors; and
approve and recommend director candidates to the Mosaic board of directors.
As part of its responsibility to approve and recommend director candidates, the
governance committee will consider potential nominees recommended by Mosaic
security holders.
Compensation committee
Mosaic will establish a compensation committee. The chairman of the compensation
committee will be a non-associated director and, if required by Section 162(m)
of the Internal Revenue Code or Section 16 of the Securities Exchange Act, each
of the other members of the compensation committee will be non-associated
directors. The compensation committee will carry out the responsibilities of the
Mosaic board of directors, and makes recommendations to the Mosaic board of
directors, relating to:
compensation of Mosaic's executive officers;
reviewing the performance of the Chief Executive Officer; and
administration of Mosaic's equity incentive plans.
Officer compensation
To date, no officer of Mosaic has received any compensation from Mosaic in his
capacity as an officer of Mosaic. Subject to further review by its board of
directors and its compensation committee, once established, Mosaic expects to
approve a compensation package for each of its executive officers commensurate
with such officer's expected position and duties as an executive officer of
Mosaic.
Director compensation
Subject to further review by the Mosaic board of directors and/or a committee
thereof, Mosaic expects to reimburse each member of its board of directors for
out-of-pocket expenses incurred in connection with attending board meetings.
Subject to further review by the Mosaic board and/or a committee thereof, the
Mosaic board of directors expects to approve a program compensating non-employee
directors in cash, stock and/or stock options.
Limitation on directors' liability and indemnification
Mosaic's restated certificate of incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. The DGCL provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for any of
the following acts:
any breach of their duty of loyalty to the corporation or its stockholders;
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acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or
redemptions; and
any transactions from which the directors derived an improper
personal benefit.
This limitation of liability does not apply to liabilities arising under the
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Mosaic's restated certificate of incorporation and amended and restated bylaws
provide that Mosaic will indemnify each person who is or was a director or
executive officer of Mosaic and each person who serves or served at the request
of Mosaic as a director or executive officer of another entity to the fullest
extent permitted by law. To the extent not prohibited by law, Mosaic's amended
and restated bylaws permit it to pay the expenses incurred by an indemnified
party in advance of the final settlement of an action or proceeding.
Mosaic may enter into agreements to indemnify its directors and executive
officers, in addition to the indemnification provided for in its certificate of
incorporation and bylaws. Mosaic believes that these provisions and agreements
are necessary to attract and retain qualified persons as directors and executive
officers.
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