65FONTERRA GROUP SUMMARY FINANCIAL INFORMATIONThis summary of financial information for <strong>Fonterra</strong> Co-operative Group Limited and its subsidiaries (the “<strong>Fonterra</strong>Group”) has been provided as additional information.NZ IFRS/NZ GAAPNZ IFRS/NZ GAAPPreviousNZ GAAPPreviousNZ GAAPPreviousNZ GAAPPreviousNZ GAAP31/7/2008 31/5/2007 31/5/2007 31/5/2006 31/5/2005 31/5/200414 months 12 months 12 months 12 months 12 months 12 months$ million $ million $ million $ million $ million $ millionRevenue 19,512 13,687 13,882 13,001 12,323 11,830Cost of goods sold (16,820) (10,853) (10,943) (10,511) (9,640) (9,183)Cost of goods sold – Value Return - - (728) (300) (522) (576)Gross profit 2,692 2,834 2,211 2,190 2,161 2,071Net operating expenses (2,094) (1,616) (1,715) (1,774) (1,648) (1,779)Finance income 76 24Finance expense (443) (358) (398) (364) (269) (250)Share of profit/ (loss)of equity accounted investees 158 73Impairment of equity accounted investees (142) (25)Profit/ (loss) before tax 247 932 98 52 244 42Tax credit/ (expense) 47 (279) (67) (40) (25) (26)Profit/ (loss) after tax 294 653 31 12 219 16Total assets 14,439 13,494 12,631 13,080 11,812 11,112Total liabilities (10,170) (8,516) (7,615) (7,935) (6,901) (6,317)Equity (4,269) (4,978) (5,016) (5,145) (4,911) (4,795)No information has been provided in respect of dividends and dividends per share information as <strong>Fonterra</strong> Group does not pay ‘dividends’.The summary financial information presented above has been extracted or derived from audited financial statements.On 1 June 2007 the <strong>Fonterra</strong> Group adopted New Zealand equivalents to International Financial Reporting Standards(“NZ GAAP“ or “NZ IFRS”). The financial information for the years ended 31 May 2004 to 31 May 2006 has beenprepared under previous New Zealand Financial Reporting Standards (“Previous NZ GAAP”). The financial informationfor the year ended 31 May 2007 and the 14 month period ended 31 July 2008 has been prepared under NZ IFRS. Thefinancial information for the year ended 31 May 2007 has also been reported under Previous NZ GAAP. Note 26 of the<strong>Fonterra</strong> Group financial statements (which may be obtained from www.fonterra.com) explains the main differencesbetween the Previous NZ GAAP and NZ IFRS.During the periods to which the information above relate, there have been no extraordinary items or material changes inthe activities of the <strong>Fonterra</strong> Group. Except for the transition from Previous NZ GAAP to NZ IFRS, there have been nomaterial changes in accounting policies. The following items, by their incidence or size, impacted the performance of the<strong>Fonterra</strong> Group:2008 • <strong>Fonterra</strong> Group changed its balance date from 31 May to 31 July. The results for 31 July are for a 14month period, while prior periods are for a 12 month period and are therefore not directly comparable.• Higher revenues were achieved as a result of the significant increase in commodity prices. The increasein commodity prices resulted in a significantly higher Milk Price, and therefore cost of goods sold. Thehigher Milk Price also increased receivables and borrowings.• Included within the impairment of equity accounted investees is a $139m write-down of the investment inShijiazhuang San Lu Group Company Limited (“San Lu”).• Key classification differences from Previous NZ GAAP to NZ IFRS that can be seen in this summary offinancial information are:• Previous NZ GAAP classified finance income and amounts in relation to equity accounted investeesin revenue.• Previous NZ GAAP classified Value Return in cost of goods sold. Value Return is now recogniseddirectly in equity.• Previous NZ GAAP classified the tax credit arising on Value Return paid to shareholders in the taxcredit. This is now recognised, with the Value Return, directly in equity.2007 • The key differences between Previous NZ GAAP and NZ IFRS discussed for 2008 are also relevant for2007.• The transition from Previous NZ GAAP to NZ IFRS resulted in an adjustment to the value of financialinstruments, and other adjustments. The overall increase in the net surplus (excluding the value returnadjustment) was $134m.2006 • <strong>Fonterra</strong> Group acquired the business of New Zealand Dairy Foods and sold its 100% investment inMainland Products Limited. This resulted in an increase in net assets (including goodwill) of $413m and again of $51m.2005 • <strong>Fonterra</strong> Group sold its investment in National Foods resulting in a gain of $195m.2004 • <strong>Fonterra</strong> Group acquired an additional 25% of Bonlac Foods Ltd, to take a controlling total ownershipinterest to 50%. The transaction also incorporated the purchase of the remaining 75% of NZMP(Australia) Pty Ltd. This transaction resulted in an increase in the net surplus of $21m, total assets of$586m, and total liabilities of $390m.
66GLOSSARYIn this <strong>Prospectus</strong>, unless the context otherwise requires:Application means an application for Bonds pursuant to this Offer;Application Form means the application form attached to this <strong>Prospectus</strong>;Bonds means the fixed rate notes to be issued by <strong>Fonterra</strong> pursuant to this <strong>Prospectus</strong> and the InvestmentStatement;Business Day means any day on which banks are open for the transaction of general banking business inAuckland and Wellington;Closing Date means 6 March 2009, or such other date determined by <strong>Fonterra</strong> as set out under the headingAlteration of dates on page 4 of this <strong>Prospectus</strong>;Co-Managers means ABN AMRO Craigs Limited and First NZ Capital Securities Limited;Companies Act means the Companies Act 1993;Constitution means <strong>Fonterra</strong>’s constitution as it may be amended from time to time;Directors means the members of the board of directors of <strong>Fonterra</strong>, and Director means any one of them;DIRA means the Dairy Industry Restructuring Act 2001;Event of Default has the meaning given to it in the Trust Documents;<strong>Fonterra</strong> or the Issuer or the Company means <strong>Fonterra</strong> Co-operative Group Limited;<strong>Fonterra</strong> Group means <strong>Fonterra</strong> and its Subsidiaries;Holder means a person entered in the Register as a holder of Bonds;Interest Payment Date means, in relation to a Bond, 10 March, 10 June, 10 September and 10 December, orsuch other dates determined by <strong>Fonterra</strong> as set out under the heading Alteration of dates on page 4 of this<strong>Prospectus</strong> and recorded as such in the Register in respect of the Bonds, in each year up to and including theMaturity Date;Interest Rate means, in relation to a Bond offered under this <strong>Prospectus</strong>, the rate of interest per annum payableon the face value of the Bond as set by <strong>Fonterra</strong> in consultation with the Joint Lead Managers on the InterestRate Set Date;Interest Rate Set Date means 9 March 2009, or such other date determined by <strong>Fonterra</strong> as set out under theheading Alteration of dates on page 4 of this <strong>Prospectus</strong>;Investment Statement means the investment statement for the Bonds;Issue Date means 10 March 2009, or such other date determined by <strong>Fonterra</strong> as set out under the headingAlteration of dates on page 4 of this <strong>Prospectus</strong> and recorded as such in the Register in respect of the Bonds;Joint Lead Managers means ANZ, a part of ANZ National Bank Limited and BNZ Capital, a division of Bank ofNew Zealand;Master Trust Deed means the master trust deed between <strong>Fonterra</strong> and the Trustee dated 18 November 2002;Maturity Date means 10 March 2015, or such other date determined by <strong>Fonterra</strong> as set out under the headingAlteration of dates on page 4 of this <strong>Prospectus</strong> and recorded as such in the Register in respect of the Bonds;NZDB means the New Zealand Dairy Board;NZDX means the New Zealand Debt Exchange, a market operated by NZX;NZX means NZX Limited;NZX Firm means a sharebroking firm authorised to trade shares on NZX;Offer means the offer of the Bonds under this <strong>Prospectus</strong> and the Investment Statement;Organising Participant means BNZ Capital, a division of Bank of New Zealand;Principal Amount means $1.00 per Bond;<strong>Prospectus</strong> means this prospectus for the Bonds dated 30 January 2009;Record Date means, in relation to any applicable interest payment, 5.00 pm on the day which is 10 days prior tothe due date for payment (or, if that day is not a Business Day, the immediately preceding Business Day);Register means any register of Bonds maintained by the Registrar;