MOSAIC CO Securities Registration: Business Combination (S-4/A) CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The following is an excerpt from a S-4/A SEC Filing, filed by MOSAIC CO on 8/10/2004.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains or incorporates by reference forward-looking statements that are subject to risks and uncertainties. Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of operations and include, without limitation, statements concerning the future financial condition, results of operations, plans, objectives, performance and businesses of each of IMC, the Cargill Fertilizer Businesses and Mosaic. Cargill and IMC have attempted to identify forward-looking statements with words such as "may," "should," "plan," "predict," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe" and words and terms of similar substance. Please note that the information concerning possible or assumed future results of operations of IMC, the Cargill Fertilizer Businesses and/or Mosaic as set forth under "The Transactions-IMC's Reasons for the Transactions; Recommendation of the IMC Board of Directors," "The Transactions-Cargill's Reasons for the Transactions" and "The Transactions-Opinion of IMC's Financial Advisor" contains forward-looking statements. These forward-looking statements are based on expectations, estimates and projections regarding future events.

Forward-looking statements are not guarantees of performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Please understand that various factors, in addition to those discussed elsewhere in this document and in the documents incorporated by reference into this document, could affect the future results of IMC, the Cargill Fertilizer Businesses and Mosaic after completion of the transactions and could cause actual results to differ materially from those expressed in the forward-looking statements, including:

• the risk factors described under "Risk Factors" beginning on page 20 of this proxy statement/prospectus;

• the ability of Cargill and IMC to satisfy all conditions precedent to the completion of the transactions (including obtaining approval of IMC's common stockholders and various regulatory approvals);

• the ability to integrate the operations of IMC and the Cargill Fertilizer Businesses successfully;

• the ability to fully realize the expected cost savings from the transactions within the expected time frame;

• the ability to develop and execute comprehensive plans for asset rationalization;

• the financial resources of, and products available to, Mosaic's competitors;

• the retention of existing, and continued attraction of additional, customers and key employees;

• changes in the outlook of the phosphate market;

• changes in the costs of raw materials;

• market expectations of the likelihood that the transactions will be completed and the timing of their completion;

• the effect of any conditions or restrictions imposed on or proposed with respect to Mosaic by regulators;

• the effect of legislative or regulatory changes in jurisdictions in which IMC and the Cargill Fertilizer Businesses are engaged;

• the ability of Mosaic to obtain the regulatory permits necessary for continued operations of the businesses of IMC and the Cargill Fertilizer Businesses in a manner consistent with their current operation and for expansion of those operations;

• contingencies related to environmental liability under U.S. federal and state and foreign environmental laws and regulations;

• the rating of Mosaic's securities and the changes that may occur in the U.S. securities markets; and

• the factors described in IMC's filings with the SEC, including its Annual Report on Form 10-K which is incorporated by reference into this document. See "Where You Can Find More Information" beginning on page 175 of this proxy statement/prospectus.

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Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy statement/prospectus, the date of IMC's financial advisor's opinion or the date of any document incorporated by reference into this document.

All subsequent written and oral forward-looking statements concerning the transactions or other matters addressed in this proxy statement/prospectus and attributable to Mosaic, IMC or Cargill or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, none of Mosaic, IMC or Cargill undertakes any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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THE SPECIAL MEETING

This proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by the IMC board of directors for the special meeting to approve and adopt the merger and contribution agreement.

Date, Time and Place of the Special Meeting

The special meeting of the IMC common stockholders will be held on [†], [†], 2004 at [†]:00 [†].m. (local time) at IMC's headquarters offices, 100 South Saunders Road, Lake Forest, Illinois 60045.

Purpose of the Special Meeting

At the special meeting, IMC's common stockholders will be asked to:

• approve and adopt the merger and contribution agreement; and

• transact such other business as may properly come before the special meeting or any adjournments or postponements thereof.

Record Date; Stockholders Entitled to Vote

Only IMC common stockholders of record at the close of business on [†], 2004, the record date fixed by the IMC board of directors for the special meeting, are entitled to notice of, and to vote at, the special meeting. As of the close of business on the record date, there were [†] shares of IMC common stock outstanding and entitled to vote, held of record by approximately [†] holders. IMC's preferred stockholders do not have the right to vote at the special meeting on the approval and adoption of the merger and contribution agreement.

Quorum

A quorum of the IMC common stockholders is necessary to hold a valid special meeting. A majority of the outstanding shares of IMC common stock entitled to vote must be represented, either in person or by proxy, at the special meeting to constitute a quorum. If a quorum is not present, the special meeting may be postponed or adjourned, without notice other than announcement at the special meeting, until a quorum is present or represented.

Vote Required

Approval and adoption of the merger and contribution agreement requires the affirmative vote of the holders of at least a majority of the shares of IMC common stock outstanding as of the record date. IMC common stockholders will have one vote for each share of IMC common stock that they owned as of the close of business on the record date. Holders of IMC 7.50% preferred stock are not entitled to vote on the adoption of the merger and contribution agreement.

The obligation of IMC and Cargill to consummate the transactions is subject to, among other things, the condition that IMC's common stockholders adopt the merger and contribution agreement. If IMC's common stockholders fail to adopt the merger and contribution agreement at the special meeting, each of IMC and Cargill will have the right to terminate the merger and contribution agreement. See "The Merger and Contribution Agreement-Termination of the Merger and Contribution Agreement" beginning on page 80 of this proxy statement/prospectus.

Voting; Voting of Proxies

If you are a registered stockholder (that is, you own IMC common stock in your own name and not through a broker, nominee or in some other "street name" capacity), you may vote in person at the special meeting or by

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following the instructions on the enclosed proxy card as to how to vote by telephone or over the Internet. If you choose not to vote over the telephone or the internet, you are urged to complete and sign the enclosed proxy card and return it promptly in the enclosed self-addressed, postage prepaid envelope whether or not you plan to attend the special meeting. When the accompanying proxy card is returned properly signed and completed, the shares of IMC common stock represented by it will be voted at the special meeting as you specify in the proxy card.

If a proxy is returned properly signed but without instructions as to how the shares of IMC common stock represented are to be voted, the IMC common stock represented by the proxy will be voted FOR approval and adoption of the merger and contribution agreement. The IMC board of directors does not know of any matter that is not referred to in this proxy statement/prospectus to be presented for action at the special meeting. If any other matters are properly brought before the special meeting, the persons named in the proxy card will have authority to vote on such matters in accordance with the recommendations of the IMC board of directors.

Your vote is very important. Please take the time to vote or submit your proxy card now, whether or not you plan to attend the special meeting.

If the special meeting is adjourned and subsequently reconvened, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.

Broker Instructions

If your broker or other nominee holds your shares in its name, carefully follow the instructions given to you by your broker or other nominee to ensure that your shares are properly voted. Without voting instructions from you, your broker cannot vote your shares and your shares will not be voted, and a "broker non-vote" will occur. If your shares are held in street name, you cannot vote them by telephone or over the Internet or by submitting the enclosed proxy card, but you must instead follow your broker's instructions.

Effect of abstentions and broker non-votes

Both abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists at the special meeting. Because the approval and adoption of the merger and contribution agreement requires the affirmative vote of a majority of the outstanding shares of IMC common stock entitled to vote, abstentions and broker non-votes will have the same effect as votes cast against the approval and adoption of the merger and contribution agreement.

Revocation of Proxies

You may change your vote at any time before your shares of IMC common stock are voted at the special meeting. You may change your vote or revoke your proxy in the following ways:

• you can send a signed written notice stating that you would like to revoke your proxy;

• you can complete and submit a new proxy card bearing a later date;

• you can vote by telephone after previously voting or submitting your proxy card;

• you can vote over the Internet after previously voting or submitting your proxy card; or

• you may attend the special meeting and vote your shares in person which will automatically cancel any proxy previously given. Your attendance at the special meeting alone will not revoke your proxy. You must also vote at the special meeting in order to revoke your previously submitted proxy.

If you choose either of the first two methods, your notice of revocation or your new proxy must be sent to IMC at the following address: IMC Global Inc., c/o American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219, Attention: Operations Center.

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If your shares are held in "street name" and you would like to revoke an earlier vote, please contact your broker or nominee and follow the instructions your broker or nominee provides.

Voting by IMC Directors and Executive Officers

On the record date, directors and executive officers of IMC and their affiliates owned approximately [†] shares of IMC common stock, or approximately [†]% of the shares of IMC common stock outstanding on that date. Although none of the members of the IMC board of directors or its executive officers have executed voting agreements, to IMC's knowledge, the directors and executive officers of IMC intend to vote their shares of IMC common stock in favor of the adoption of the merger and contribution agreement.

Solicitation of Proxies

This document is being furnished in connection with the solicitation of proxies by the IMC board of directors for use at the special meeting on [†], 2004. IMC will pay the costs of soliciting proxies from IMC common stockholders. In addition to sending this document and accompanying proxy card by mail, IMC directors, officers or employees may solicit proxies in person, by mail, by telephone or by electronic transmission. IMC does not reimburse its directors, officers or employees for soliciting proxies. IMC will request that brokers, custodians, nominees and other record holders of IMC common stock forward copies of this proxy statement/prospectus and other soliciting materials to the persons for whom they hold shares of IMC common stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, IMC will reimburse such holders for their reasonable expenses. IMC has retained Morrow & Co., Inc. to assist in the solicitation of proxies for a fee of approximately $8,500, plus reasonable out-of-pocket expenses.

Recommendation of the IMC Board of Directors

After careful consideration, the board of directors of IMC has (with Harold MacKay abstaining) approved the merger and contribution agreement and the transactions and determined that the merger and contribution agreement and the transactions are advisable and in the best interests of IMC and its stockholders. ACCORDINGLY, THE IMC BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AND CONTRIBUTION AGREEMENT. IN CONSIDERING THE RECOMMENDATION OF THE IMC BOARD OF DIRECTORS WITH RESPECT TO THE TRANSACTIONS, YOU SHOULD BE AWARE THAT IMC'S DIRECTORS AND EXECUTIVE OFFICERS HAVE INTERESTS IN THE TRANSACTIONS THAT ARE DIFFERENT FROM, OR IN ADDITION TO, THOSE OF IMC'S STOCKHOLDERS GENERALLY, WHICH MAY HAVE INFLUENCED THEM IN APPROVING AND RECOMMENDING THE MERGER AND CONTRIBUTION AGREEMENT. FOR A DESCRIPTION OF THESE INTERESTS, SEE "THE TRANSACTIONS-INTERESTS OF IMC'S DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTIONS" BEGINNING ON PAGE 57 OF THIS PROXY STATEMENT/PROSPECTUS.

Other Matters

As of the date of this proxy statement/prospectus, the IMC board of directors does not know of any matter that will be presented for consideration at the special meeting, other than as described in this proxy statement/prospectus.

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THE TRANSACTIONS

The following discussion contains material information pertaining to the transactions, including the merger and contribution agreement. This discussion is subject to, and is qualified in its entirety by reference to, the complete text of the merger and contribution agreement, which is incorporated by reference and attached to this proxy statement/prospectus as Annex A. You are urged to carefully read this entire proxy statement/prospectus, the attached annexes and the other documents to which this document refers for a more complete understanding of the transactions.

Background of the Transactions

IMC, through its majority ownership in IMC Phosphates Company, referred to as IMC Phosphates, is a leading producer, marketer and distributor of phosphate crop nutrients. IMC is also one of the largest producers and marketers of potash crop nutrients. Commencing in early 1999, industry selling prices of diammonium phosphate, referred to as DAP, which is the primary form of concentrated phosphate produced by IMC Phosphates, experienced a sharp decline, due primarily to announced additional industry DAP capacity, particularly in India and Australia. From 1998 to 2001, the average industry selling price of a short ton of DAP declined from $178 per short ton to $128 per short ton. Prior to 1999, IMC, under a prior senior management team, had completed a number of significant acquisitions, in part to diversify its product base and reduce the company's dependence on DAP prices, which can be subject to significant cyclical variations. These acquisitions resulted in IMC significantly increasing its long-term debt to a level exceeding $3 billion at December 31, 1998. The combination of decreasing DAP prices and significant interest expense and debt repayment obligations had an adverse effect on IMC's earnings after 1998. From 1998 to 2001, IMC's earnings from continuing operations decreased from $132.8 million in 1998 to a loss of $42.0 million in 2001.

The downturn in the phosphates industry that commenced in 1999 led certain fertilizer companies to seek protection from creditors under federal bankruptcy laws. Other fertilizer companies, including IMC, began to examine the perceived benefits of engaging in a strategic business combination or other transaction that could result in cost savings and operating efficiencies and better position the respective company to compete in the global fertilizer industry.

Between 1999 and 2001, IMC implemented a number of significant cost cutting initiatives designed to position IMC to withstand a prolonged downturn in DAP prices. Although IMC was successful in reducing its operating expenses as a result of these initiatives, the reductions could not offset fully the adverse impact of declining DAP prices and interest costs associated with a high debt load. During the same period, IMC also pursued the sale of certain of its businesses, including its chemicals, salt, agribusiness and oil and gas business units, for the purpose of raising funds to reduce IMC's outstanding indebtedness. Unfortunately, due to adverse general market conditions occurring at such time, valuations for some of these businesses began to experience a decline, making it difficult for IMC to generate interest at acceptable prices for many of these business units.

In late 1999, Douglas A. Pertz, the Chairman and Chief Executive Officer of IMC, and Goldman, Sachs & Co., IMC's financial advisor, on behalf of IMC, began to contact various companies in the fertilizer industry to determine their interest in discussing a potential strategic business combination or other transaction. During this time period, IMC also received inquiries from certain companies in the fertilizer industry relating to possible strategic transactions. As a result of IMC-initiated contacts or the receipt of inquiries, from time to time between late 1999 and November 2003, communications occurred with 13 fertilizer/agricultural related companies regarding whether or not interest existed in discussing some form of a possible strategic transaction with IMC or in purchasing from or selling to IMC an operating facility or other select assets. Mr. Pertz apprised the IMC board of directors of the contacts he and Goldman Sachs made and any discussions that ensued as a result of those contacts and the IMC board of directors received updates and discussed from time to time various strategic alternatives available to IMC.

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Cargill was one of the companies in the fertilizer industry with which IMC held discussions during this period. In November 1999, Mr. Pertz and other senior management of IMC held preliminary discussions with Robert L. Lumpkins, Vice Chairman and Chief Financial Officer of Cargill, and Fredric W. Corrigan, Executive Vice President of Cargill, regarding a possible stock acquisition by IMC of Cargill's phosphates business. In April 2000, discussions between IMC and Cargill terminated because of differences between the parties regarding the valuation for such a transaction and the extent of control Cargill would have over the combined phosphates company.

In 2001, China significantly reduced imports of DAP, which had the effect of prolonging the downturn in the phosphate industry by reducing DAP prices. In addition, IMC's high level of long-term debt and associated restrictive covenants placed certain limitations on IMC's ability to incur additional indebtedness in the event of a prolonged downturn in the fertilizer industry or to support acquisitions and capital investments that would enable IMC to capitalize fully on any improvement in fertilizer industry fundamentals. These circumstances created additional incentive for IMC to consider business combinations or other strategic transactions that could strengthen its balance sheet and improve its financial flexibility.

In mid-2001, Mr. Pertz approached Mr. Lumpkins with a preliminary proposal to combine Cargill's fertilizer businesses with only IMC's phosphates business in a joint venture to be owned by both IMC and Cargill. These discussions extended over several months, but did not advance beyond a discussion of preliminary terms. In March 2002, discussions regarding IMC's proposal halted, primarily due to the inability of the parties to locate independent financing for the phosphates-only entity in the then current market and to agree on the respective parties' extent of ownership of the combined company.

In the first half of 2002, the fertilizer industry experienced some recovery in DAP prices. In May 2002, Mr. Pertz again approached Mr. Lumpkins about a potential combination, this time proposing that Cargill merge the Cargill Fertilizer Businesses with all of IMC's businesses to form a new, combined public company controlled by IMC. Following that time, preliminary discussions took place between Cargill and IMC regarding IMC's proposal. In October 2002, Cargill put the merger discussions on hold to focus on other corporate priorities, but responded to IMC's proposal by indicating that it was not interested in owning less than a majority of the capital stock of the combined company.

As noted above, between late 1999 and November 2003, IMC made inquiries of, or received inquiries from, twelve fertilizer/agricultural-related companies (other than Cargill) regarding possible interest in discussing some form of business combination or strategic transaction or purchasing from or selling to IMC an operating facility or other select assets. In the case of two such companies, IMC entered into confidentiality agreements and exchanged preliminary financial and business information with such companies. Thereafter, IMC engaged in more detailed, albeit still preliminary, discussions with both such companies with respect to the possible terms of a business combination. Such discussions in each case ended with IMC and the other company concluding that a basis did not exist to proceed with more advanced negotiations. In the case of a third company, IMC entered into a confidentiality agreement and received limited information from such company. Thereafter, IMC expressed an interest in acquiring certain assets of such third company. This expression of interest was rejected by such third company. A subsequent similar expression of interest by IMC was also rejected by the third company. In the case of four other of such companies, the other company expressed no or limited interest in discussing a possible transaction with IMC, generally citing a desire to focus on business initiatives not involving phosphate or potash. The five remaining companies discussed, on a preliminary basis, selling certain assets to, or merging certain of their businesses into, IMC. Four of these companies, however, ultimately filed for protection in federal bankruptcy proceedings. None of the discussions with any of these five companies advanced beyond the preliminary stage. At meetings of the IMC board of directors during this late 1999 to November 2003 period, the IMC board of directors received updates on the status of contacts made or discussions held with these twelve companies and with Cargill.

In the case of one of the three companies mentioned above with which IMC entered into a confidentiality agreement and discussed possible terms of a business combination, the discussions became active in late 2002

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and early 2003, approximately the same time as discussions with Cargill were becoming active. The board of directors of IMC was made aware of these discussions. Although such discussions continued from time to time during 2003, in September 2003, the other company indicated to IMC that it was no longer interested in pursuing a strategic transaction with IMC.

By late 2002 and early 2003, the fertilizer industry outlook, which had improved in early 2002 with increases in DAP prices, weakened due to various idle industry production facilities returning to active operation. At the same time, the industry was adversely impacted by the effect of rapidly increasing costs of raw materials, principally ammonia, natural gas and sulfur. These market conditions prevented IMC from experiencing improvements in operating margins typically associated with a recovery of DAP pricing. During this period, IMC experienced a downgrade in the ratings of its long-term debt and encountered the need to renegotiate restrictive covenants in its credit facilities.

In May 2003, Mr. Pertz indicated to Mr. Lumpkins that IMC might be willing to consider merging its businesses with the Cargill Fertilizer Businesses (provided, unlike prior discussions, such businesses included Cargill's fifty percent ownership interest in a nitrogen facility and recently acquired Farmland/Hydro phosphate production assets) in a transaction in which Cargill would have majority ownership and management control of the combined company. Mr. Pertz conditioned this indication of interest on the requirement that the combined company be a publicly-traded company and that the Cargill Fertilizer Businesses be contributed essentially debt-free. IMC believed that a combination of IMC with the Cargill Fertilizer Businesses had the potential for significant cost synergies. Under the terms proposed by Mr. Pertz, the combined company would also have a stronger balance sheet than IMC on a standalone basis and would have the flexibility to pursue strategic opportunities that might otherwise not be available to IMC given its existing level of indebtedness and restrictive covenants. To the extent that IMC stockholders continued to hold shares in the combined company, such stockholders could also benefit from any improvement in the phosphates market that might occur.

On August 15, 2003, Warren R. Staley, Chairman and Chief Executive Officer of Cargill, and Messrs. Lumpkins and Corrigan met in person in Chicago, Illinois with Mr. Pertz, J. Reid Porter, Executive Vice President and Chief Financial Officer of IMC, and Raymond F. Bentele and David B. Mathis, members of the board of directors of IMC, and discussed a proposal by Cargill that contemplated the combination of the Cargill Fertilizer Businesses with IMC. That proposal provided for, among other things, Cargill having the right to appoint a substantial majority of the directors serving on the board and to appoint the senior management of a combined public company. Cargill's proposal contemplated that Cargill would own approximately 70% of the combined public company.

At a regularly scheduled meeting of the IMC board of directors held on August 29, 2003 in Lake Forest, Illinois, IMC's board of directors discussed with IMC's senior management and Goldman Sachs the company's strategic alternatives, including a potential combination with the Cargill Fertilizer Businesses, Cargill's proposed terms for such a combination and the potential benefits of and the risks associated with such a combination. In addition, the IMC board of directors reviewed preliminary materials prepared by Goldman Sachs analyzing a possible business combination of IMC and the Cargill Fertilizer Businesses. At the meeting, the IMC board authorized IMC's management to continue preliminary discussions with Cargill regarding a possible strategic business combination. The board was also updated on discussions (which had been inactive) with the other fertilizer company with which IMC had held discussions during late 2002 and early 2003. In September 2003, this other company advised IMC that it was no longer interested in pursuing a strategic transaction with IMC.

On September 5, 2003, Messrs. Lumpkins and Corrigan met in person with Messrs. Pertz and Porter, at which meeting Messrs. Pertz and Porter provided IMC's response to Cargill's proposed terms for a combination between IMC and the Cargill Fertilizer Businesses. At the meeting, the parties discussed, among other things, the possible ranges for the percentage ownership that Cargill would have of the combined public company based upon certain financial projections for each of the Cargill Fertilizer Businesses and IMC.

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From time to time during September and October 2003, Mr. Lumpkins and Mr. Pertz discussed the financial and other material terms of a proposed business combination, including governance arrangements. During these discussions, Cargill expressed its desire that publicly-held units in Phosphate Resource Partners Limited Partnership, a Delaware publicly-traded partnership of which IMC is the majority owner, which is referred to as PLP, be purchased by IMC or exchanged for shares of IMC common stock prior to any transaction involving IMC and the Cargill Fertilizer Businesses. Cargill indicated that, regardless of the timing of a PLP unitholder transaction, Cargill would expect to be protected from any dilution in its ownership of the combined company if it were to decide, after the closing of a business combination transaction involving the Cargill Fertilizer Businesses and IMC, to purchase the public minority interest in PLP in exchange for stock of the combined company. Although IMC had in fact, from time to time, considered buying or exchanging out the public unitholders of PLP, IMC initially declined to agree to pursue such a buyout or exchange during these discussions with Cargill.

On each of September 5, September 29, October 16, October 31 and December 4, 2003, the IMC board of directors held special meetings during which IMC senior management updated the IMC board of directors on IMC's strategic alternatives, including the potential business combination with the Cargill Fertilizer Businesses.

On September 9, 2003, the Cargill board of directors authorized Cargill's officers to continue to negotiate and consummate the transactions substantially in accordance with the principal business terms approved at the board meeting held on that date.

In November 2003, Stratton R. Heath III, a representative of a general partner of Alpine Capital, L.P., called Mr. Porter to discuss IMC's formation of a new general partner for PLP and an associated board. He also inquired whether this change created a catalyst to begin serious conversations regarding a PLP/IMC transaction. Mr. Heath expressed the willingness of Alpine and certain related holders of units representing limited partner interests in PLP, which are referred to as the PLP units, to enter into a confidentiality agreement with IMC pursuant to which such parties would maintain the confidentiality of material non-public information regarding IMC, including the fact IMC was considering a purchase of Alpine's PLP stake. Mr. Heath had contacted Mr. Porter on a number of occasions beginning in December 2002 to discuss the concept of a merger between PLP and IMC, and each time prior to November 2003, IMC had indicated that the concept made sense at a fair exchange ratio but that IMC had higher priorities that had to be addressed first. However, by November 2003, because IMC had long believed that the expense and complexity associated with maintaining PLP as a publicly-traded partnership outweighed the benefits associated with PLP's publicly-traded status, as well as other factors, including the possibility that PLP remaining as a publicly traded entity would be an impediment to any strategic transaction IMC desired to pursue in the future, including the potential strategic business combination with Cargill, IMC had determined to pursue further discussions with Alpine about a potential purchase of Alpine's interest and a potential acquisition of the remaining publicly-held PLP units, in each case for shares of IMC common stock.

On November 4, 2003, senior management of Cargill, Cargill's legal counsel, Dorsey & Whitney LLP, referred to as Dorsey, and Cargill's financial advisor, Merrill Lynch & Co., met in Chicago, Illinois with senior management of IMC, IMC's legal counsel, Sidley Austin Brown & Wood LLP, referred to as Sidley, and Goldman Sachs to discuss the principal terms of a proposed business combination involving IMC and the Cargill Fertilizer Businesses.

On November 13, 2003, Cargill and IMC executed a non-binding term sheet setting forth the principal terms of a proposed business combination involving IMC and the Cargill Fertilizer Businesses. The term sheet provided a basis for IMC and Cargill to commence due diligence with respect to their respective businesses and to commence negotiations with respect to a definitive agreement. Among other terms, the term sheet provided for IMC to use its best efforts to reach an agreement with Alpine for the exchange of IMC common stock for Alpine's PLP units and to thereafter use its best efforts to reach an agreement for the exchange of IMC common

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stock for the remaining publicly-held PLP units. In order to facilitate the exchange of certain non-public information concerning their respective businesses, Cargill and IMC also entered into a confidentiality and standstill agreement on such date.

On November 13 and 14, 2003, senior management of Cargill, along with Merrill Lynch, held an organizational meeting in Lake Bluff, Illinois with senior management of IMC, along with Goldman Sachs. During these meetings and throughout the remainder of the negotiations between the parties, Cargill and IMC, and their respective financial and legal advisors, exchanged non-public information related to the Cargill Fertilizer Businesses and IMC, including the following: (i) with respect to the Cargill Fertilizer Businesses, audited consolidated financial statements for the fiscal year ended May 31, 2003 and certain unaudited interim financial statements; (ii) certain internal financial analyses and forecasts prepared by the management of the Cargill Fertilizer Businesses, which were made available to Merrill Lynch for delivery to Goldman Sachs in order to assist that firm in preparing its fairness opinion, and by the management of IMC, which were made available to Goldman Sachs, which, among other things, made various assumptions relating to (a) the commodity prices for DAP and ammonia and (b) the level of economic growth and the resulting fertilizer demand; (iii) certain operational cost savings estimated by the respective managements of the Cargill Fertilizer Businesses and IMC to result from the transactions, which indicated that Mosaic is expected to realize operational cost savings of $145 million on an annualized, pre-tax basis by the end of the third year following completion of the transactions as a result of savings in a number of operational areas, including (a) selling, general and administrative, (b) phosphate operations, (c) phosphate freight and logistics and (d) marketing, assuming Mosaic incurs costs of approximately $125 million to implement these operational cost savings; and (iv) certain customary due diligence information concerning the respective operations and assets of the Cargill Fertilizer Businesses and IMC, including legal, tax and accounting information.

With respect to the non-public information exchanged between Cargill and IMC and their respective financial advisors described in the previous paragraph, the respective managements of the Cargill Fertilizer Businesses and IMC believe that the internal financial analyses and forecasts described in clause (ii), which are referred to collectively as the projections, made available by IMC and Cargill to Goldman Sachs included the following information that may be material to the decision of an IMC common stockholder to vote for approval of the merger and contribution agreement. The projections provided by IMC to Goldman Sachs included two sets of projections, labeled Case I and Case II, each covering the fiscal years ending December 31, 2004 through December 31, 2008, which are described in further detail in "The Transactions-Opinion of IMC's Financial Advisor" beginning on page 51 of this proxy statement/prospectus. Case I included projected revenues reflecting a range from $2,372.4 million to $2,733.8 million and projected net earnings (loss) available to common stockholders reflecting a range from $(4.3) million to $167.7 million. Case II included projected revenues reflecting a range from $2,340.1 million to $2,435.3 million and projected net earnings (loss) available to common stockholders reflecting a range from $(18.2) million to $57.3 million.

In addition to the projections provided by IMC to Goldman Sachs, Cargill made available to Goldman Sachs certain projections regarding the Cargill Fertilizer Businesses covering each of the years ending December 31, 2004 through December 31, 2008. Projected revenues for the Cargill Fertilizer Businesses for these years ranged from $2,406.9 million to $2,466.9 million, and projected EBITDA plus equity earnings for these years ranged from $291.4 million to $410.0 million.

The projections were prepared by the respective managements of the Cargill Fertilizer Businesses and IMC in the normal course of business and not in connection with the transactions. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections and forecasts. The projections reflect numerous assumptions made by the management of the Cargill Fertilizer Businesses or IMC, as applicable, with respect to industry performance, general business, economic, market and financial conditions and other matters. These assumptions are subject to risks and uncertainties which are difficult to predict and of which many are beyond the control of the Cargill Fertilizer Businesses or IMC, as applicable. Accordingly, actual results could be significantly higher or lower than those provided in the projections and Cargill and IMC, as applicable, cannot assure you that the projections will be realized. The inclusion of the projections in this

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proxy statement/prospectus should not be regarded as an indication that Cargill, IMC, Mosaic or their respective affiliates or representatives considered or consider the projections to be a reliable prediction of future events, and you are urged not to rely on these projections to predict the future results of the Cargill Fertilizer Businesses, IMC or Mosaic. None of Cargill, IMC, Mosaic or their respective affiliates or representatives assumes any responsibility for the accuracy or validity of the projections and none of them has made or makes any representation to any person regarding the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. Please see "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 32 of this proxy statement/prospectus for important cautionary language regarding the reliance on projections and estimates, and for factors which may cause actual results to differ from such estimates.

During early November 2003, IMC began evaluating whether, irrespective of whether a business combination between IMC and Cargill or any other strategic opportunity could be consummated, it was in IMC's interest to pursue the acquisition of the PLP units not owned by subsidiaries of IMC. IMC believed that a transaction between IMC and PLP could be facilitated through the support of Alpine, the largest holder of the publicly-traded PLP units, given Mr. Heath's previous expressions of interest in an exchange. In view of the factors discussed above and the preliminary discussions that were ensuing at the time with Cargill, Mr. Porter met with Mr. Heath on November 19, 2003. At that meeting, Messrs. Porter and Heath discussed the benefits of a PLP/IMC combination and each party's perception of the value of the PLP units generally, in light of, among other things, the phosphates market, the then-current and historical price of the PLP units and the expected future cash flows from PLP. Although IMC and Alpine had previously executed a confidentiality agreement, IMC did not share with Alpine, during the November 19 meeting or otherwise, any material non-public information relating to IMC or PLP, other than the fact that IMC was considering a purchase of all of the outstanding publicly-held PLP units, which had not been publicly announced by IMC. At the end of the meeting, Messrs. Porter and Heath tentatively agreed, subject to each having additional discussions with counsel and to board approval in IMC's case and general partner approval in Alpine's case, to a transaction structure whereby IMC would have the right to purchase all of the PLP units held by Alpine and related parties for shares of IMC common stock. Alpine believed such an exchange would substantially increase liquidity for the holders of the PLP units, as well as permit the holders of the PLP units to diversify into IMC shares which would also benefit from improvements in the phosphates cycle.

On December 1, 2003, Cargill and IMC commenced due diligence of each others' operations and each utilized outside advisors to review certain confidential and proprietary matters involving the other party. Members of Cargill and IMC senior management and their internal and external legal, accounting and financial advisors conducted due diligence reviews from an operational, financial, accounting, tax and legal perspective. The parties also held meetings by telephone or in person to exchange information in the course of the due diligence process and to consider the possible synergies and other opportunities presented by a combination. The bulk of the due diligence continued through January 14, 2004, with additional follow-up due diligence taking place between January 14, 2004 and January 26, 2004.

On December 5, 2003, Dorsey distributed an initial draft of the merger and contribution agreement to IMC and its representatives. Following such time, the legal representatives, financial advisors and management of Cargill and IMC began negotiating the terms of the merger and contribution agreement. On December 12, 2003, Sidley delivered initial comments on the draft merger and contribution agreement to Cargill and its representatives.

During the first week in December 2003, FertilizerWeek.com, a fertilizer industry trade publication, contacted IMC and asked IMC to comment on a rumor that IMC and Cargill were holding discussions regarding merging their fertilizer businesses. IMC declined to comment.

On December 18 and 19, 2003, senior management of Cargill, including Mr. Lumpkins and Mr. Corrigan, and senior management of IMC, including Mr. Pertz and Mr. Porter, together with Dorsey and Sidley, met in

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Minneapolis, Minnesota to negotiate the terms of the merger and contribution agreement and to discuss the comments thereon delivered by Sidley on December 12, 2003.

In mid-December 2003, IMC's senior management determined to pursue an acquisition of the publicly-traded PLP units. In making this determination, IMC's senior management concluded that IMC would consummate such an acquisition, assuming a price could be mutually agreed to by IMC and a special committee of the independent directors of the administrative managing general partner of PLP, regardless of whether IMC entered into an agreement for a business combination with Cargill. On December 19, 2003, IMC entered into an agreement with Alpine and certain related parties pursuant to which (i) IMC acknowledged that it was considering proposing to PLP a transaction pursuant to which an affiliate of IMC would be merged with PLP, with each PLP unit being converted into a right to receive consideration of not less than 0.2 of a share of IMC common stock, (ii) Alpine and such related parties granted to IMC a right to acquire all 30,732,100 PLP units owned beneficially by Alpine and such related parties (representing an approximate 29.7% interest in PLP) in exchange for the such merger consideration and (iii) Alpine and such related parties granted to IMC a proxy to vote their PLP units in support of such merger proposal. This transaction is referred to as the PLP merger. See "The PLP Merger" beginning on page 92 of this proxy statement/prospectus for a further description of the PLP merger and IMC's agreement with Alpine.

On December 22, 2003, at a special telephonic meeting of the IMC board of directors, IMC senior management and Sidley updated the IMC board of directors on the status of discussions with Cargill regarding the possible business combination transaction. At the meeting, IMC senior management apprised the board of directors of the negotiations held in Minneapolis on December 18 and 19, 2003, regarding the principal terms and conditions of the draft merger and contribution agreement and summarized the parties' respective positions on certain principal issues that remained unresolved. In addition, Sidley discussed with the IMC board of directors the structure of the proposed business combination. Senior management of IMC also provided the IMC board of directors with an update on the due diligence review conducted to date by each of Cargill and IMC.

On December 24, 2003, Dorsey distributed to IMC and its representatives a revised draft of the merger and contribution agreement. The draft contemplated that completion of the PLP merger would be a condition to Cargill's obligations to close the transactions. On December 29, 2003, Sidley distributed to Cargill and its representatives comments on the revised draft of the merger and contribution agreement.

On December 30, 2003, Sidley distributed initial drafts of the investor rights agreement, which is attached as Annex B to this proxy statement/prospectus, and the registration rights agreement, which is attached as Annex C to this proxy statement/prospectus, to Cargill and its representatives. Thereafter, Cargill and IMC and their respective legal counsel engaged in negotiations concerning the terms and conditions of those agreements.

On January 5, 2004, members of Cargill's management and IMC's management met in Chicago, Illinois to discuss open financial due diligence matters. An additional due diligence meeting between management of the two companies, including Messrs. Corrigan and Pertz, was held on January 8, 2004 in Chicago, Illinois to discuss outstanding financial, accounting and legal due diligence issues.

On January 7, 2004, Dorsey distributed to IMC and its representatives a further revised draft of the merger and contribution agreement.

On January 8, 2004, FertilizerWeek.com issued an article reporting rumors that IMC and Cargill were holding discussions regarding merging their fertilizer businesses. These rumors were also the subject of an article in Bloomberg News that was issued the same day. Both IMC and Cargill declined to comment in response to the articles or market rumors. Following the issuance of such articles, IMC received a preliminary inquiry from one international fertilizer company inquiring whether IMC might be willing to sell certain select potash assets. IMC indicated to the inquiring company that it was not interested in selling select potash assets at that time. No other inquiries from third parties regarding a possible business combination transaction involving IMC were received by IMC or Goldman Sachs following issuance of such articles.

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On January 11, 2004, senior management of Cargill, including Messrs. Lumpkins and Corrigan, senior management of IMC, including Messrs. Pertz and Porter, Dorsey and Sidley met in Minneapolis, Minnesota to discuss the remaining open issues on the revised draft of the merger and contribution agreement.

At a special meeting of the IMC board of directors held on January 14, 2004, the IMC board of directors, along with IMC's senior management, Sidley and Goldman Sachs, met at IMC's offices in Lake Forest, Illinois to evaluate the possible business combination with Cargill. Prior to the meeting, the IMC board of directors was provided with materials, including drafts of the merger and contribution agreement and related documents. During this meeting, Sidley reviewed with the IMC board of directors its legal duties and responsibilities in connection with the possible transaction and reviewed the material terms and conditions of the merger and contribution agreement, as well as the issues in the merger and contribution agreement that were still under negotiation. Also at the meeting, senior management of IMC reviewed with the IMC board of directors the strategic rationale for the proposed transaction, the alternatives available to IMC and the advisability and risks of the proposed combination, and also provided an update on the due diligence review of the Cargill Fertilizer Businesses conducted to date. In addition, Goldman Sachs provided the IMC board of directors with an updated analysis of the financial terms of the proposed combination. A discussion took place among the members of the IMC board of directors concerning the possible transaction, including discussion of the strategic benefits of the business combination, the risks of the transaction, the financial aspects of the transaction, the regulatory issues concerning the transaction and the anticipated synergies to be derived from the proposed business combination. At the conclusion of the meeting, the IMC board of directors authorized IMC's management to continue negotiation of the merger and contribution agreement and due diligence with respect to the possible transaction.

Also at the January 14, 2004 meeting of the IMC board of directors, the IMC board of directors discussed with IMC senior management the potential PLP merger. After a discussion, the IMC board of directors authorized IMC management to communicate a proposal to PLP to acquire all of the publicly held PLP units for shares of IMC common stock at an exchange ratio of .20 shares of IMC common stock for each publicly held PLP unit.

On January 15, 2004, Dorsey distributed to IMC and its representatives a further revised draft of the merger and contribution agreement. On January 19, 2004, Sidley provided comments on such draft of the merger and contribution agreement to Cargill and its representatives.

On January 22, 23 and 25, 2004, IMC and Cargill, and their respective legal advisors, continued negotiations on the merger and contribution agreement. Dorsey distributed to IMC and its representatives revised drafts of the merger and contribution agreement reflecting these negotiations.

Negotiations of the remaining open issues on the merger and contribution agreement continued on the morning of January 26, 2004. During the remainder of that day, the parties finalized negotiations on the draft merger and contribution agreement and other proposed definitive documentation.

In the afternoon of January 26, 2004, the IMC board of directors held a special meeting to consider and act upon the proposed business combination between IMC and Cargill. Prior to this meeting, the IMC board of directors was provided with materials, including substantially final drafts of the merger and contribution agreement and related documents. During this meeting, Sidley again reviewed with the IMC board of directors the legal duties and responsibilities of the board in connection with the proposed transaction. Sidley also provided an update on the changes that had been effected to the draft merger and contribution agreement since the IMC board of directors' last meeting. Also at the meeting, Goldman Sachs reviewed with the IMC board of directors its financial analysis of the business combination and rendered to the IMC board of directors its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated January 26, 2004, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in the opinion, the exchange ratio in the merger, relative to the number of shares of Mosaic stock to be received in the transaction by Cargill, was fair, from a financial point of view, to the holders of common stock of IMC. In addition, senior

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management of IMC updated the IMC board of directors on the results of its due diligence review of the Cargill Fertilizer Businesses. Following these presentations, discussions and questions, the IMC board considered and discussed the factors set forth in the section entitled "-IMC's Reasons for the Transactions; Recommendation of the IMC Board of Directors."

Following a discussion, the IMC board of directors voted (with Harold H. MacKay abstaining from voting as a result of prior disclosures to the other directors that his law firm had provided certain legal services to Cargill and its affiliates from time to time) to approve the merger and contribution agreement and recommended the merger and contribution agreement to the IMC common stockholders for adoption.

Following the IMC board of directors meeting, Cargill and IMC executed the merger and contribution agreement and certain related agreements. Before the opening of trading on January 27, 2004, Cargill and IMC issued a joint press release announcing the execution of the merger and contribution agreement.

Thereafter, IMC and PLP signed a definitive merger agreement, dated March 17, 2004, providing for a wholly owned subsidiary of IMC to be merged with PLP, and for each publicly held PLP unit to be converted into .20 shares of IMC common stock in that merger.

During April 2004, Mr. Pertz was contacted by telephone on two occasions by a third party inquiring whether IMC might have an interest in disposing of its potash business. On each such call, Mr. Pertz informed the third party of the applicable provisions of the merger and contribution agreement relating to IMC's ability to discuss or enter into negotiations with respect to acquisitions or divestitures of assets or businesses of IMC. Mr. Pertz informed both the IMC board of directors and Cargill of these phone conversations. Since these two phone conversations, the third party has not expressed any further interest to IMC in IMC's potash business. IMC does not believe that the inquiry constitutes or is likely to lead to a "superior proposal" with respect to IMC for purposes of the merger and contribution agreement.

IMC's Reasons for the Transactions; Recommendation of the IMC Board of Directors

In the course of making its decision to approve the transactions, the board of directors of IMC consulted with IMC's management as well as its financial advisor and outside legal counsel and considered a number of factors, including the following:

Strategic Factors and Rationale. IMC and Cargill have complementary businesses that will enable Mosaic to be a full-service company with a complete offering of crop nutrients and services and to be a more efficient and more diversified producer and distributor of crop nutrients that can better compete in a global marketplace. In addition, the potential for significant cost synergies and operating efficiencies offered by the transactions will enhance the ability of Mosaic to be a low-cost producer. The transactions also help to address stakeholders' and customers' concerns regarding the financial condition of IMC.

Anticipated Financial Impact. The transactions are expected to be immediately accretive to IMC's earnings per share and provide the potential for significant cost synergies and operating efficiencies. The IMC board of directors noted that, although no assurances can be given that any particular level of cost synergies will be achieved, the management of IMC identified potential pre-tax synergies of $145 million on an annualized, pre-tax basis by the end of the third year following completion of the transactions, assuming Mosaic incurs costs of approximately $125 million to implement these synergies. In addition, IMC's board of directors noted the limited borrowing capacity and high cost of capital currently experienced by IMC as a result of IMC's indebtedness. The IMC board of directors noted that Mosaic will benefit from the combined cash flows of IMC and the Cargill Fertilizer Businesses, with only minimal additional net long-term debt being contributed to Mosaic in the transactions. Accordingly, IMC's management anticipates greater financial flexibility following the transactions as a result of improved credit ratings and financial ratio coverages and expected solid cash flow, resulting in improved access to funding at a lower cost of capital.

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Other Financial Factors. The IMC board of directors considered the current and historical financial condition, the results of operations and the financial projections of IMC and the Cargill Fertilizer Businesses, including the risks that might cause IMC not to attain its projected financial results. In addition, the board considered the fact that Mosaic will be better positioned to withstand adverse business, financial and economic developments and to take advantage of acquisition and other business opportunities than IMC on a standalone basis. IMC's board of directors noted the fact that the transactions will result in a change of control of IMC without a contemporaneous payment of a cash premium to IMC's common stockholders. In this regard, the IMC board of directors noted, in particular, the following factors in determining that the transactions are in the best interests of IMC's common stockholders, notwithstanding the absence of a cash premium: IMC's common stockholders, through ownership of Mosaic common stock, will continue to participate in Mosaic's expected growth and any value created by operating synergies, greater financial flexibility and improvements in fertilizer industry fundamentals; the merger is intended to be tax-free to the IMC common stockholders for U.S. federal income tax purposes; and IMC retains the right to terminate the merger and contribution agreement to accept a superior proposal. The IMC board of directors also noted that the trading price of IMC common stock had increased following reported rumors of a proposed combination of IMC and the Cargill Fertilizer Businesses, although the board recognized that some of that increase might be in anticipation of a possible transaction involving a cash premium payment.

Fairness Opinion of Financial Advisor. The IMC board of directors considered the written opinion of Goldman Sachs to the IMC board of directors that, as of January 26, 2004, and subject to the assumptions and qualifications set forth in such opinion, the exchange ratio in the merger, relative to the number of shares of Mosaic stock to be received in the transactions by Cargill, was fair, from a financial point of view, to the holders of IMC common stock. See "-Opinion of IMC's Financial Advisor" beginning on page 51 of this proxy statement/prospectus. The IMC board of directors does not currently intend to request that Goldman Sachs update its opinion. In considering the written fairness opinion of Goldman Sachs, the IMC board of directors also considered the financial analyses presented to the board of directors by Goldman Sachs on January 26, 2004. Those financial analyses are described below under the heading "-Opinion of IMC's Financial Advisor." The financial analyses prepared by Goldman Sachs and reviewed by the IMC board of directors included numerous data points. The IMC board of directors reviewed all of the data points as a whole but did not view any of them in isolation. The IMC board of directors considered all of such data points as a whole in the context of their consideration of the financial analyses performed by Goldman Sachs and of its fairness opinion. Certain of the individual data points generated by the financial analyses prepared by Goldman Sachs suggested that the merger consideration to be received by IMC's common stockholders is higher than would be implied from the results of the financial analyses. In addition, some of the individual data points suggested that, under certain assumptions, the merger consideration to be received by IMC's common stockholders might be inadequate because either IMC's common stockholders should receive a greater aggregate ownership percentage of the Mosaic common stock, based on the relative earnings and debt levels of IMC and the Cargill Fertilizer Businesses, or IMC's standalone future stock price might be higher than that of the combined company. The individual data points suggesting that the merger consideration is less than would be implied from the results of the financial analyses were generated in the contribution analysis in the time periods of 1998-2002 Avg., 2003 Normalized, 2005/Case I and 2004-2008 Avg./Case I and Case II, and in the discounted cash flow analysis under the assumptions of 0% Perpetual Growth at an 8% Discount Rate/Case I and 3% Perpetual Growth at 8%, 9% and 10% Discount Rates/Case I. On the whole and in light of the Goldman Sachs fairness opinion, the IMC board of directors concluded that the merger consideration to be received by IMC's common stockholders is fair and adequate.

Trends in the Crop Nutrients Industry. The IMC board of directors considered that the U.S. crop nutrients industry has, in recent years, been faced with high input cost volatility, rising mining costs for domestic U.S. producers, and increased low-cost productive capacity in regions such as India and China, which have traditionally been consumers of U.S. product. Success in the crop nutrients industry has become increasingly dependent on achieving economies of scale and serving customers more efficiently, which Mosaic will be better positioned to do.

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Management of Mosaic. The IMC board of directors considered the experience of Fredric Corrigan, the proposed chief executive officer of Mosaic, in managing a fertilizer business, while taking into account that Mr. Corrigan has not previously served as an executive for a public company. The board further noted that Mosaic's management below the level of the chief executive officer is expected to be selected from management of both IMC and Cargill.

Corporate Governance Structure of Mosaic. The IMC board of directors considered that Mosaic's board of directors will consist of eleven directors, with IMC designating four of the directors, and Cargill designating seven directors. The Mosaic board of directors will be comprised of a majority of directors who will be independent as defined in the New York Stock Exchange listing requirements and the rules and regulations of the SEC. In addition, the IMC board noted that the Mosaic directors designated by IMC will have representation on all of Mosaic's board committees. The Mosaic directors designated by IMC who are independent will have approval rights over related-party transactions between Cargill and Mosaic and the right to enforce Mosaic's indemnification rights against Cargill.

Cargill's and IMC Stockholders' Ownership Percentages of Mosaic. The IMC board considered that, immediately after the completion of the transactions, Cargill and IMC's common stockholders would own approximately 66.5% and 33.5%, respectively, of the outstanding shares of Mosaic common stock. Under the terms of the investor rights agreement, Cargill will be subject to a four-year standstill on the acquisition of any shares of Mosaic common stock from Mosaic's public stockholders, and a three-year restriction on the sale of any of its shares of Mosaic capital stock.

Strategic Alternatives. The IMC board of directors considered the ability of IMC to execute, and the risks associated with, an IMC stand-alone strategy. The board also noted that IMC and Goldman Sachs had previously contacted or held discussion with twelve fertilizer/agricultural-related companies in addition to Cargill regarding their potential interest in evaluating a business combination with IMC or purchasing from or selling to IMC an operating facility or other select assets, and that none of such contacts or discussions had resulted in a definitive proposal from any such party. Senior management of IMC and Goldman Sachs commented to the board that, during the period between January 8, 2004 (the date of publication of certain articles rumoring that Cargill and IMC were discussing a strategic transaction) and January 27, 2004 (the date of announcement that the merger and contribution agreement had been entered into) no third party (other than Cargill) had contacted IMC or Goldman Sachs to express an interest in discussing a business combination with IMC (although IMC management advised the board that it had received one telephone call inquiring whether IMC might be willing to consider the sale of certain select potash assets). The board observed that it was the belief of both IMC management and Goldman Sachs that if a third party (other than Cargill) had an interest in pursuing a strategic transaction with IMC, that interest would have been expressed as a result of the contacts or communications made by or held with IMC or Goldman Sachs or following market rumors regarding a transaction with Cargill. The IMC board of directors also considered IMC management's assessment that the other companies in the fertilizer industry are focusing on other strategic initiatives or expanding in business lines not involving phosphate or potash operations.

Terms and Conditions of the Merger and Contribution Agreement. The IMC board of directors considered the terms and conditions of the merger and contribution agreement, the investor rights agreement and the registration rights agreement, as well as the course of negotiation thereof. The board noted that the common stockholders of IMC will be required to approve the transactions, and that the structure of the transactions, which include the merger, will result in highly detailed public disclosure and a protracted period of time prior to consummation for a superior proposal to come forward. IMC has the right to engage in negotiations with and provide information to a third party that makes an unsolicited takeover proposal, and to terminate the merger and contribution agreement to accept a superior proposal upon payment of a termination fee. The IMC board of directors also noted that it retains the right to change its recommendation of the transactions in certain instances, and to terminate the merger and contribution agreement if the common stockholders of IMC fail to approve the transactions at the special meeting held for such purpose.

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Due Diligence. The IMC board of directors noted the positive results of the due diligence review conducted by IMC's management and IMC's financial, accounting and legal advisors, and IMC's management's review of Cargill's disclosure schedule to the merger and contribution agreement.

Regulatory Approvals. After conferring with counsel, the IMC board of directors expected that the regulatory approvals needed to complete the transactions would be obtained.

Likelihood of Completion of the Transaction. The IMC board of directors considered the likelihood that the transactions would be completed given the conditions necessary to be satisfied in order to complete the transactions and the date set forth in the merger and contribution agreement by which the transactions must be completed.

Management Recommendation. The IMC board of directors considered the recommendation by IMC's management in favor of the transactions, in light of any potential interests of IMC's management and directors in the transactions, including the fact that the merger will result in the payment of certain change in control benefits to IMC management.

Board Review of the Transactions. The IMC board of directors took into account that discussions with Cargill had taken place over a period of time during which it was apprised of developments and that the board had considered the transactions during numerous meetings over such period of time.

The IMC board of directors weighed these advantages and opportunities while considering:

Transaction Integration Issues. The IMC board of directors considered the challenges inherent in combining IMC and the Cargill Fertilizer Businesses and the possible resulting diversion of management attention for an extended period of time; the risk that anticipated benefits, long-term as well as short-term, of the transactions for the IMC stockholders might not be realized; and the experience of IMC and Cargill in integrating acquired businesses in the past.

Mosaic Name and Headquarters. The IMC board of directors considered that IMC's name will not necessarily be reflected in the ultimate corporate name of Mosaic, and that the corporate headquarters of Mosaic will likely not be located in Lake Forest, Illinois.

The IMC board of directors recognized that there can be no assurance about future results, including results expected or considered in the factors listed above. The IMC board of directors concluded, however, that the potential positive factors outweighed the potential risks of completing the transactions.

The foregoing discussion of the information and factors considered by the IMC board of directors is not exhaustive, but includes all material factors considered by the IMC board of directors. In view of the wide variety of factors considered by the IMC board in connection with its evaluation of the transactions and the complexity of such matters, the IMC board of directors did not consider it practical, nor did it attempt to, quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of the IMC board of directors may have given different weight to different factors and may have applied different analyses to each of the material factors considered by the IMC board of directors. This explanation of IMC's reasons for the transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 32 of this proxy statement/prospectus.

The IMC board of directors has approved the merger and contribution agreement, the merger and the other transactions contemplated by the merger and contribution agreement and believes that the terms of the transactions are in the best interests of IMC and its stockholders. The IMC board of directors recommends a vote "FOR" the adoption of the merger and contribution agreement, and by doing so, approving the merger and the other transactions contemplated by the merger and contribution agreement.

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Cargill's Reasons for the Transactions

In approving the merger and the merger and contribution agreement, the Cargill board of directors considered a number of factors, including the facts discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transactions, the Cargill board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Cargill's reasons for the transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 32 of this proxy statement/prospectus.

In reaching its decision, the Cargill board of directors consulted with Cargill's management with respect to strategic and operational matters and with Cargill's legal counsel with respect to the merger and contribution agreement and the transactions contemplated thereby. The board of directors also consulted with Merrill Lynch & Co., Cargill's financial advisor, with respect to the financial aspects of the merger and contribution.

The board identified a number of potential benefits of the transactions that it believes will contribute to the success of the combined business enterprise. These potential benefits include the following:

• The combination of the Cargill Fertilizer Businesses and IMC is expected to create a combined enterprise better able to compete with other fertilizer companies, including those which are state or government-owned, in an increasingly competitive global marketplace;

• The fertilizer industry is a capital intensive business and the combination of the Cargill Fertilizer Businesses with IMC ultimately will provide Mosaic with the financial flexibility to raise capital in either the equity or debt markets after the closing date;

• The combination of the Cargill Fertilizer Businesses with IMC is complementary, matching IMC's strong domestic business with the Cargill Fertilizer Businesses' more international reach;

• The contribution, when considered together with the merger, is intended to qualify for U.S. federal income tax purposes as a tax-free transaction pursuant to Section 351 of the Internal Revenue Code;

• This business combination will increase the breadth and scope of products and services that the Cargill Fertilizer Businesses can offer to their customers. The new combination is expected to enhance delivery capabilities, provide better transportation options and expand service offerings tailored to customer-specific needs;

• The new company expects to achieve annualized, pre-tax operational cost savings of approximately $145 million by the end of the third year of operations after the closing of the transactions, assuming Mosaic incurs costs of approximately $125 million to implement these operational cost savings, through the optimization of mining, manufacturing, purchasing, transportation and logistics activities, as well as elimination of duplicative overhead costs;

• No other business combination involving the Cargill Fertilizer Businesses would be able to generate as extensive annual cost synergies as a combination with IMC because of the complementary business scopes and geographic proximity of the parties' operations in Florida and Saskatchewan;

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• IMC's domestic phosphate and potash businesses will be combined with the Cargill Fertilizer Businesses' largely international franchise to form a stronger and broader global platform for delivery of products;

• The business combination is expected to expand production capabilities and use of the Cargill Fertilizer Businesses' worldwide distribution platform in three key geographies of North America, South America, and Asia, including the key growth markets of Brazil and China;

• The potential benefits to the Cargill Fertilizer Businesses' employees from the expanded opportunities available as part of a larger global fertilizer organization;

• A combined business including the Cargill Fertilizer Businesses and IMC will have greater flexibility in responding to increasing regulatory demands on fertilizer mining and manufacturing companies in Florida and elsewhere;

• The business combination is expected to result in a more diversified product mix for both IMC and the Cargill Fertilizer Businesses including all three primary nutrients: nitrogen, phosphate and potassium; and

• The business combination ultimately is expected to result in an improved credit profile and coverage ratios for Mosaic.

The Cargill board also identified and considered a number of uncertainties and risks. Those negative factors included:

• the risk that the potential benefits of the transactions might not be realized;

• the risk that IMC's debt would not be paid down by Mosaic as rapidly as envisioned;

• the risk of taking the Cargill Fertilizer Businesses public;

• the risk that the transactions may not be completed;

• the risk that the Cargill Fertilizer Businesses would not operate as efficiently apart from Cargill and its other business units after the transactions;

• the challenges, costs and risks of integrating the business of IMC with the Cargill Fertilizer Businesses and the potential management, customer, supplier, partner and employee disruption that may be associated with the transactions;

• the diversion of management focus and resources from other strategic opportunities and from operational matters while working to implement the transactions and integrate the businesses; and

• various other applicable risks associated with the combined company and the transactions, including those described under the section entitled "Risk Factors" beginning on page 20 of this proxy statement/prospectus.

The board weighed the benefits, advantages and opportunities against the challenges inherent in the combination of two businesses of the size of IMC and the Cargill Fertilizer Businesses and the possible resulting diversion of management attention for an extended period of time. The board realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board concluded that the potential benefits outweighed the potential risks of consummating the transactions.

After taking into account these and other factors, the Cargill board unanimously determined that the merger and contribution agreement and the transactions contemplated thereby were fair to, and in the bests interests of, Cargill and its stockholders, and approved and authorized the merger and contribution agreement and the transactions contemplated thereby.

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Opinion of IMC's Financial Advisor

Goldman Sachs delivered its opinion to the IMC board of directors that, as of January 26, 2004 and based upon and subject to the factors and assumptions set forth therein and based upon such other matters that Goldman Sachs considered relevant, the exchange ratio of one share of IMC common stock for every one share of Mosaic common stock in the merger, relative to the number of shares of Mosaic common stock and Mosaic Class B common stock to be issued by Mosaic to Cargill and its subsidiaries in exchange for the contribution, pursuant to the merger and contribution agreement is fair from a financial point of view to the holders of the outstanding shares of IMC common stock.

Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering its opinion, dated January 26, 2004. In that regard, Goldman Sachs assumed, with IMC's consent, that certain internal analyses and forecasts for IMC and the Cargill Fertilizer Businesses prepared by management of IMC and certain cost savings and operating synergies projected by the respective managements of IMC and Cargill to result from the transactions have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of IMC and Cargill, as applicable, and that the synergies will be realized in the amounts and time periods contemplated thereby. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance-sheet assets and liabilities) of IMC or Cargill or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions would be obtained without any adverse effect on IMC or the Cargill Fertilizer Businesses or on the expected benefits of the transactions in any way material to its analysis. Goldman Sachs assumed, with IMC's consent, that the exchange of IMC common stock for all of the outstanding PLP units held by parties unaffiliated with IMC would be consummated prior to the merger on terms that are not different, in any way material to its analysis, from the terms set forth in the agreement (as in effect on the date thereof) between IMC and the largest unaffiliated holder of PLP units (for information concerning that agreement, see "The PLP Merger-IMC's Agreement with Alpine" beginning on page 99 of this proxy statement/prospectus). Goldman Sachs did not express any opinion as to the prices at which the shares of Mosaic common stock may trade if and when they are issued nor does its opinion address the underlying business decision of IMC to engage in the transactions.

The full text of the opinion summarized above is attached as Annex F to this proxy statement/prospectus for your reference. Goldman Sachs provided its opinion for the information and assistance of the IMC board of directors in connection with its consideration of the transactions. Goldman Sachs' opinion is not a recommendation as to how any holder of shares of IMC common stock should vote with respect to the transactions.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

• the Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, among IMC, Mosaic, GNS Acquisition Corp., Cargill and CFI;

• annual reports to stockholders and Annual Reports on Form 10-K of IMC for the five years ended December 31, 2002;

• audited consolidated financial statements of the Cargill Fertilizer Businesses for the fiscal year ended May 31, 2003;

• certain interim reports to stockholders and Quarterly Reports on Form 10-Q of IMC;

• certain unaudited interim financial statements for the Cargill Fertilizer Businesses;

• certain other communications from IMC to its stockholders;

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• certain internal financial analyses and forecasts for the Cargill Fertilizer Businesses prepared by management thereof;

• certain internal analyses and forecasts for IMC and the Cargill Fertilizer Businesses prepared by management of IMC; and

• certain cost savings and operating synergies projected by the respective managements of IMC and the Cargill Fertilizer Businesses to result from the transactions.

Goldman Sachs also held discussions with members of the senior managements of IMC, Cargill and the Cargill Fertilizer Businesses regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition, and future prospects of their respective companies, including discussions with the senior management of IMC regarding their assessment of the significant sensitivity of IMC's business to commodity price movements in light of IMC's relatively leveraged capital structure and the potential risks to IMC thereof. In addition, Goldman Sachs reviewed the reported price and trading activity for IMC common stock, compared certain financial and stock market information for IMC and certain financial information for the Cargill Fertilizer Businesses with similar financial and stock market information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the fertilizer industry specifically and in other industries generally and performed such other studies and analyses as it considered appropriate.

The following is a summary of the material financial analyses used by Goldman Sachs in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs. The order of analyses described does not represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 26, 2004 and is not necessarily indicative of current market conditions.

Future Stock Price Analysis. Goldman Sachs analyzed hypothetical IMC standalone future stock prices based upon forecasts provided by IMC's management. Goldman Sachs determined a range of implied share values for the IMC common stock based on this analysis. The implied per share values were calculated in four steps:
(1) calculating hypothetical future enterprise values by multiplying IMC's projected EBITDA by a range of enterprise value to EBITDA multiples shown in the table below:

Year 2004 2005 2006 2007
Low end of multiple range 8.0x 7.0x 6.0x 5.0x High end of multiple range 11.0x 10.0x 9.0x 8.0x

(2) calculating hypothetical future equity values by subtracting net debt outstanding at the end of each of the respective years per IMC projections; (3) calculating implied future stock prices per share by dividing the hypothetical equity values by IMC's projection of fully diluted shares outstanding, assuming the conversion of the IMC 7.50% preferred stock; and (4) discounting these implied future stock prices to 2004 using an illustrative cost of equity for IMC standalone of 12.5%. IMC's cost of equity was determined using the CAPM, comparable publicly traded data, qualitative assessments of IMC's projected results and risks therein and relevant industry experience.

Goldman Sachs also analyzed hypothetical future stock prices of the combined company based upon forecasts provided by IMC's management. The implied per share values were determined in four steps: (1) calculating the hypothetical future enterprise values by multiplying the combined business' projected EBITDA

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(including a range of possible synergies) by a range of enterprise value to EBITDA multiples shown in the table below:

Year 2004 2005 2006 2007
Low end of multiple range 8.0x 7.0x 6.0x 5.0x High end of multiple range 11.0x 10.0x 9.0x 8.0x

(2) calculating hypothetical future equity values by subtracting net debt outstanding at the end of each of the respective years per IMC projections; (3) calculating implied future stock prices per share by dividing the hypothetical equity values by IMC's projection of fully diluted shares outstanding, assuming conversion of the IMC 7.50% preferred stock and assuming PLP's minority shares are exchanged for shares of IMC common stock at an exchange ratio of 0.20x, and assuming 282.7 million shares of common stock of the combined company were issued to Cargill; and (4) discounting these implied future stock prices to 2004 using an illustrative cost of equity for the combined businesses of 10%.

Goldman Sachs also analyzed two sets of projections prepared by IMC management, labeled Case I and Case II. Case I assumes a more robust economic growth scenario and therefore stronger commodity prices and fertilizer demand. Case II assumes a weaker economic growth scenario and less robust commodity prices and fertilizer demand. The DAP and ammonia price assumptions underlying Case I and Case II are shown in the table below:

Commodity Price Assumptions ($/short ton)

2004 2005 2006 2007 2008
DAP Case I $ 171 $ 169 $ 174 $ 179 $ 182 Case II $ 167 $ 164 $ 167 $ 168 $ 167 Ammonia Case I $ 252 $ 170 $ 155 $ 150 $ 140 Case II $ 252 $ 198 $ 170 $ 160 $ 151

IMC management recognized in preparing Case II that the scenario would likely result in a breach of certain of the company's covenants under its current bank facility and potential liquidity shortfalls; however, the scenario assumes IMC is able to achieve any necessary amendments to such facilities.

The following table presents the results of the analysis of these hypothetical future stock prices of IMC, on a standalone basis, and of the combined business:

Hypothetical Future Stock Prices

Case I Combined Case II Combined Years IMC Business IMC Business
2004 $5.31-$13.19 $5.08-$15.11 $3.51-$10.80 $4.05-$13.73 2005 $5.86-$14.29 $6.02-$15.57 $2.29-$ 9.48 $3.89-$12.68 2006 $5.68-$14.44 $6.27-$15.30 $2.00-$ 9.40 $4.04-$12.21 2007 $5.09-$13.95 $5.87-$14.20 $0.01-$ 6.75 $3.15-$10.32

Pro Forma Merger Analysis. Goldman Sachs prepared pro forma analyses to assess the potential financial impact of the merger on IMC's earnings per share. For each of the years 2004, 2005, 2006 and 2007, Goldman Sachs calculated earnings per share for the combined business based upon IMC's projections for each of IMC and the Cargill Fertilizer Businesses as well as IMC's estimates of synergies. Based on such analyses, under IMC's Case I and Case II projections, the proposed transactions would be accretive to IMC's earnings per share in each of the analyzed years, 2004 through 2007.

Contribution Analysis. Goldman Sachs also analyzed the ownership implied by the relative contribution of EBITDA and debt by IMC and the Cargill Fertilizer Businesses, respectively, to the combined business. The

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enterprise value contributed by each of IMC and Cargill was estimated as the sum of contributed potash EBITDA multiplied by an assumed multiple of 7.25x, contributed phosphate EBITDA multiplied by an assumed multiple of 6.50x, and contributed corporate expenses multiplied by an assumed multiple of 6.00x. The equity value contributed by each party was calculated by subtracting contributed net debt from the implied respective enterprise values. Implied ownership for IMC stockholders was calculated by comparing the equity value contributed by IMC to the equity value of the combined business. The following table presents IMC's implied ownership based on the relative EBITDA contributions over various time periods:

2004 2005 2004-2008 Avg. 1998 - 2002 2003 2003 ---------------- ---------------- ---------------- Avg. Estimated Normalized Case I Case II Case I Case II Case I Case II
49.8% 2.3% 36.3% 30.2% 25.0% 36.4% 30.2% 41.8% 34.4%

IMC's stockholders' actual ownership under the proposed transactions is 33.5%.

Discounted Cash Flow Analysis. Goldman Sachs calculated illustrative present values of the IMC business and the combined business using projected standalone, unlevered, after-tax free cash flows of IMC and of the combined business, both prepared by IMC management.

IMC's weighted average cost of capital was calculated using IMC's: (1) cost of equity, determined using the Capital Asset Pricing Model (CAPM), comparable publicly traded data, qualitative assessments of IMC's projected results and risks therein, and relevant industry experience, and (2) IMC's cost of debt. Similarly, the combined business' weighted cost of capital was calculated using
(1) IMC's and its competitors' costs of equity, determined using the CAPM, comparable publicly traded data, qualitative assessments of the combined business' projected results and risks therein, and relevant industry experience, and (2) the combined business' estimated cost of debt. These calculations suggested a weighted average cost of capital range of 9.0%-9.3% for IMC and 8.2%-8.5% for the combined company. The lower range for the combined company is reflective of lower perceived business risk and likely lower cost of debt. In order to illustrate the sensitivity of these calculations, the following analyses reflect a broader range of discount rates from 8.0% to 11.0% for both IMC standalone and the combined business.

The discounted cash flow analyses were performed by applying discount rates ranging from 8.0% to 11.0% to IMC's unlevered free cash flow projections and to estimated illustrative terminal values that resulted from applying perpetual growth rates ranging from 0.0% to 3.0% to IMC's projected 2008 cash flow. Perpetual growth rates were based on IMC's estimates of the potential long-term growth rates of the business. This analysis resulted in illustrative values of IMC on a per share basis; the illustrative values resulting from this analysis are set forth below:

Case I Case II
0% Perp. 3% Perp. 0% Perp. 3% Perp. Discount Rate Growth Growth Growth Growth
11% $ 5.19 $ 10.67 $ 0.00 $ 1.08 10% $ 7.28 $ 14.39 $ 0.00 $ 3.39 9% $ 9.84 $ 19.36 $ 0.59 $ 6.48 8% $ 13.05 $ 26.31 $ 2.58 $ 10.80

Goldman Sachs also performed a discounted cash flow analysis on the unlevered, after-tax free cash flows of the combined business using the two sets of projections prepared by IMC's management, labeled Case I and Case II. These analyses were performed by applying discount rates ranging from 8.0% to 11.0% to the combined business' unlevered free cash flow projections, including synergies, and to estimated illustrative terminal values that resulted from applying perpetual growth rates ranging from 0.0% to 3.0% to the combined business' projected 2008 cash flow. Perpetual growth rates were based on IMC's estimates of the potential long-term growth rates of the combined business. This analysis resulted in illustrative present values of the combined

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business, including synergies, on a per share basis; the illustrative values resulting from this analysis are set forth below:

Case I Case II
0% Perp. 3% Perp. 0% Perp. 3% Perp. Discount Rate Growth Growth Growth Growth
11% $ 7.65 $ 10.95 $ 4.05 $ 6.33 10% $ 8.90 $ 13.18 $ 4.92 $ 7.88 9% $ 10.44 $ 16.16 $ 5.99 $ 9.93 8% $ 12.36 $ 20.33 $ 7.32 $ 12.81

Implied Transaction Multiples Analysis. Goldman Sachs examined the enterprise value to EBITDA multiples implied by the stock consideration being issued to Cargill, based on (1) the price of the IMC common stock as of January 23, 2004 and (2) the price of the IMC common stock as of November 30, 2003 (prior to rumors of the transaction being circulated in public forums). Projected EBITDA was based on IMC's Case I projections, and 2003E Normalized EBITDA was based on IMC's estimate of both IMC's and the Cargill Fertilizer Businesses 2003 EBITDA under "mid-cycle" commodity prices. The results of the analysis are summarized in the table below:

Enterprise Value Multiples of EBITDA
Based on 1/23/04 Based on 11/30/03 Stock Price Stock Price
Implied Implied Cargill Cargill Fertilizer Fertilizer IMC Businesses IMC Businesses
1998-2002 Average 7.9x 17.5x 7.0x 12.6x 2003E 12.5x 20.4x 10.9x 14.7x 2003E Normalized 7.8x 9.8x 6.8x 7.0x 2004-2008 Average 7.0x 9.4x 6.1x 6.8x

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the IMC board of directors as to the fairness from a financial point of view of the transactions. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of IMC, Cargill, Goldman Sachs or any other person assumes responsibility if future results are different from those forecast.

As described above, Goldman Sachs' opinion to the IMC board of directors was one of many factors taken into consideration by the IMC board of directors in making its determination to approve the merger and contribution agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex F to this proxy statement/prospectus.

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Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs acted as financial advisor to IMC in connection with, and has participated in certain of the negotiations leading to, the transactions contemplated by the merger and contribution agreement. In addition, Goldman Sachs has provided certain investment banking services to IMC from time to time, including having acted as:

• joint lead manager of a public offering of IMC's 10.875% Senior Notes due 2008 (aggregate principal amount $400,000,000) in May 2001;

• joint lead manager of a public offering of IMC's 11.250% Senior Notes due 2011 (aggregate principal amount $200,000,000) in May 2001;

• joint lead arranger of IMC's credit facility (aggregate principal amount $500,000,000) in May 2001;

• lead manager of a public offering of IMC's 11.250% Senior Notes due 2011 (aggregate principal amount $100,000,000) in October 2001;

• lead manager of a public offering of IMC's 11.250% Senior Notes due 2011 (aggregate principal amount $100,000,000) in December 2002;

• co-lead manager of a public offering of 7.50% Mandatory Convertible Preferred Stock (aggregate principal amount $125,000,000) in June 2003;

• joint lead manager of a public offering of 10.875% Senior Notes due 2013 (aggregate principal amount $400,000,000) in July 2003; and

• dealer manager in connection with a partial tender for certain of IMC's extant senior notes (aggregate principal amount $413,000,000) in July 2003.

In connection with these investment banking and other services, Goldman, Sachs & Co. and its affiliates have received compensation of approximately $15,071,435 in the aggregate for the years 2001 through 2003. Goldman Sachs and its affiliates have received no other compensation from IMC for the years 2001 through 2003.

Goldman Sachs also has provided certain investment banking services to Cargill from time to time, including having acted as Cargill's financial advisor in connection with the sale of its North American seed business in November 2000 and as a co-manager of Cargill's MTN program during the past three years. Goldman Sachs also may provide investment banking and other services to IMC, Cargill, Mosaic and their respective affiliates in the future.

In addition, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may actively trade the debt and equity securities (or related derivative securities) of IMC and the debt securities of Cargill (or related derivative securities) for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

The IMC board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions. Pursuant to a letter agreement dated December 4, 2003, IMC engaged Goldman Sachs to act as its financial advisor in connection with a potential transaction involving Cargill. Pursuant to the terms of this letter agreement, a transaction fee of $15 million will become payable by IMC to Goldman Sachs upon completion of the transactions. In addition, IMC has agreed to reimburse Goldman Sachs for its reasonable expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including certain liabilities under the federal securities laws.

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Interests of IMC's Directors and Executive Officers in the Transactions

In considering the recommendation of the IMC board of directors with respect to the transactions, please be aware that IMC's directors and executive officers have interests in the transactions that are different from, or in addition to, the interests of IMC's stockholders generally. The IMC board of directors was aware of these interests and considered them, among other matters, when it approved and declared advisable the merger and contribution agreement and determined that the merger and contribution agreement and the transactions are in the best interests of IMC and its stockholders. The material interests are summarized below.

Summary of Benefits Relating to the Transactions

As described in greater detail below, the directors and executive officers of IMC will be entitled to receive certain benefits upon the completion of the transactions. These benefits include:

• the entitlement of the executive officers of IMC to an aggregate of approximately $19,619,918 in change of control benefits under their employment or severance agreements;

• lapsing of restrictions on 436,669 restricted stock awards and accelerated vesting of options to purchase an aggregate of 2,285,006 shares of IMC common stock held by the executive officers of IMC;

• five of IMC's current directors receiving an aggregate of 2,862 shares of IMC common stock pursuant to vesting of certain retirement benefits upon completion of the transactions;

• four of IMC's directors, Mr. Pertz, Raymond F. Bentele, Harold H. MacKay and David B. Mathis, being designated by IMC to become members of the Mosaic board of directors, in which capacity they will receive directors fees pursuant to Mosaic's standard director compensation policy, the amounts for which have not yet been determined by Mosaic;

• the continuation of indemnification arrangements for current directors and officers of IMC following completion of the transactions; and

• an agreement to provide directors' and officers' liability and fiduciary insurance for current directors and officers of IMC following completion of the transactions.

Mr. Pertz, who is the Chairman and Chief Executive officer of IMC, is the only executive officer of IMC who also serves on the IMC board of directors.

Board and Committee Membership

Pursuant to the terms of the merger and contribution agreement and the investor rights agreement, on the effective date of the transactions:

• the Mosaic board of directors will be comprised of eleven individuals, including Messrs. Pertz, Bentele, MacKay and Mathis, who are current members of the IMC board of directors and have been designated by IMC to serve on the Mosaic board of directors, in which capacity they will receive director's fees pursuant to Mosaic's standard director compensation policy, the amounts of which have not yet been determined by Mosaic; and

• each committee of the Mosaic board of directors will include two IMC designees who are members of the Mosaic board of directors and three Cargill designees who are members of the Mosaic board of directors, except as otherwise necessary to comply with applicable law and stock exchange listing requirements.

For additional information regarding Mosaic's governance matters, see "Agreements Between Mosaic and Cargill-Investor Rights Agreement" beginning on page 90 of this proxy statement/prospectus.

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Treatment of IMC Stock Options and Other Stock Awards

The merger and contribution agreement provides that each option to acquire shares of IMC common stock and each oth