Risks Related to the Transactions


Because the exchange ratio of Mosaic common stock to IMC common stock is fixed
and no adjustment to the ratio will be made, the market value of the Mosaic
common stock after the completion of the transactions could be less than the
market value of the IMC common stock before the transactions.


Upon completion of the transactions, each outstanding share of IMC common stock
will be converted into the right to receive one share of Mosaic common stock.
The 1:1 conversion ratio is fixed, and there will be no adjustment for changes
in the market price of the IMC common stock prior to completion of the
transactions. Accordingly, the value of the stock consideration to be received
by you upon completion of the transactions will depend upon the market price of
the Mosaic common stock at the time of the merger.


The shares of Mosaic common stock to be issued to you will not trade publicly
until the completion of the transactions. As a result, at the time of the
special meeting, you will not know the market value of the Mosaic common stock
that you will receive upon completion of the transactions. It is impossible to
predict accurately the market price of the Mosaic common stock following the
transactions. It is possible that your shares of IMC common stock may have a
greater market value than the shares of Mosaic common stock for which they are
exchanged. For that reason, the market price of IMC common stock on the date of
the special meeting may not be indicative of the market price of Mosaic common
stock after the transactions are completed.


The anticipated operational cost savings resulting from combining IMC's business
with the Cargill Fertilizer Businesses may not be realized, which could
adversely affect Mosaic's operating results.


IMC and Cargill estimate that the transactions will result in Mosaic realizing
operational cost savings of approximately $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
operational cost savings. These operational cost savings estimates are based on
a number of assumptions, which may prove invalid, including that Mosaic will be
able to implement cost saving programs, such as personnel reductions,
consolidation of mining, manufacturing, purchasing, transportation and logistics
activities and elimination of duplicative overhead costs. In addition, the
operational cost savings assume that the integration of the operations of IMC
and the Cargill Fertilizer Businesses will be successful. However, it is
possible that the anticipated cost savings will not be realized within the time
periods contemplated or even that they will not be realized at all. Failure to
successfully implement cost saving programs or to successfully integrate the
operations of IMC and the Cargill Fertilizer Businesses on a timely basis will
result in lower than expected cost savings in connection with the transactions
and could have a material adverse effect on the operating results of Mosaic.


The integration of IMC and the Cargill Fertilizer Businesses following the
transactions may be difficult and costly, which may result in Mosaic not
operating as effectively as expected or in a failure to achieve the anticipated
benefits of the transactions.


The success of the transactions will depend, in part, on the ability of Mosaic
to successfully integrate the businesses of IMC and the Cargill Fertilizer
Businesses and, as a result, realize anticipated synergies and cost



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savings. Following completion of the transactions, Mosaic may face difficulties,
added costs and delays in integrating the business of IMC and the Cargill
Fertilizer Businesses, including:


• managing customer overlap and potential pricing conflicts;


•  perceived adverse changes in product offerings available to
customers or customer service standards, whether or not these
changes do, in fact, occur;


•  costs and delays in implementing common systems and procedures, and
costs and delays caused by communication difficulties;


• diversion of management resources from the business of the combined company;


• potential incompatibility of business cultures and philosophies;


•  retaining and integrating management and other key employees of the
combined company; and


•  constraints placed on the integration of the businesses by the
covenants of IMC and certain of its subsidiaries contained in the
indentures governing IMC's outstanding 10.875% senior notes due 2008,
11.250% senior notes due 2011 and 10.875% senior notes due 2013,
referred to collectively as the IMC senior notes which, among other
things, restrict transactions with affiliates, distributions of cash
and sales of assets.


Any one or all of these factors, or currently unanticipated factors, may cause
increased operating costs, worse than anticipated financial performance or the
loss of customers and employees. The failure to timely and efficiently integrate
the business of IMC and the Cargill Fertilizer Businesses could have a material
adverse effect on the business, financial condition and operating results of
Mosaic.


Covenants in the indentures governing the IMC senior notes could limit the
effective integration of IMC and the Cargill Fertilizer Businesses and,
therefore, the expected benefits of the transactions, which could adversely
affect the financial condition and operating results of Mosaic.


The indentures governing the IMC senior notes contain covenants which restrict
the operations of IMC and certain of its subsidiaries. These covenants could
limit the manner and extent to which IMC can be integrated with the Cargill
Fertilizer Businesses and Mosaic. IMC may find it beneficial to seek the consent
from the holders of the IMC senior notes to amend the governing indentures in
order to, among other things, obtain the operational flexibility to effectively
integrate its businesses with the Cargill Fertilizer Businesses. If IMC does not
determine to seek that consent, or if it does seek that consent and the holders
of the senior notes do not consent to the requested amendments, the integration
of IMC and the Cargill Fertilizer Businesses may be less efficient or more
slowly accomplished than the integration might have been without the restrictive
covenants. As a result, the expected benefits of the transactions may be delayed
or not fully realized.


The anticipated cost savings from the transactions may not offset the
significant transaction and integration costs that will be incurred in
connection with the transactions, which may result in Mosaic failing to achieve
the anticipated benefits of the transactions.


IMC and the Cargill Fertilizer Businesses expect to incur fees and other
expenses related to the transactions of approximately $100 million, including
investment banking fees, legal and accounting fees, filing fees, proxy
soliciting fees, regulatory fees and severance and employee benefit expenses. In
addition, IMC and the Cargill Fertilizer Businesses expect to incur significant
costs associated with combining IMC's business with the Cargill Fertilizer
Businesses. However, it is difficult to predict the specific amount of those
costs before the integration process begins. Cost savings may not offset these
costs.


The completion of the transactions is subject to the receipt of consents and
approvals from governmental entities that could delay completion of the
transactions, result in the imposition of conditions that could have a material
adverse effect on Mosaic or cause IMC and Cargill to abandon the transactions.


Completion of the transactions is conditioned upon the expiration or termination
of the applicable waiting period under the HSR Act, and the receipt of consents,
orders, approvals or clearances, as required, under the



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antitrust laws of a number of governments. Review is pending in the United
States, Canada and Brazil. Closing of the transactions is permitted to occur
while clearance is pending in Brazil. On March 1, 2004, the Antitrust Division
requested that IMC and Cargill furnish it with additional information in
connection with its HSR Act review. Cargill and IMC have provided the requested
documents and information to the Antitrust Division and have certified their
substantial compliance with the request for additional information. In addition,
Canada's Commissioner of Competition required Cargill and IMC to submit
long-form pre-merger notification filings, which were certified complete as of
April 30, 2004. The mandatory 42-day waiting period expired on June 11, 2004,
although the Commissioner has the ability to continue to review the transactions
and to challenge the transactions for three years after their completion. It is
possible that clearance from the Antitrust Division and Canada's Commissioner of
Competition will not have been received by the date of the special meeting,
which could delay completion of the transactions for a significant period of
time after IMC's common stockholders have approved the transactions.
Furthermore, Cargill and IMC have provided the Antitrust Division with an
assurance that they will give the Antitrust Division 30 days notice prior to
closing the transactions. Any delay in the completion of the transactions could
diminish the anticipated benefits of the transactions or result in additional
transaction costs, loss of revenue or other effects associated with uncertainty
about the transactions. Also, at any time before or after completion of the
transactions, the Antitrust Division or the FTC or any state could take any
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the completion of the transactions or to
rescind the transactions. Private parties also may seek to take legal action
under the antitrust laws under certain circumstances. A challenge to the
transactions on antitrust grounds may be made, and, if such a challenge is made,
it is possible that Cargill and IMC will not prevail.


In addition, it is possible that, among other things, restrictions on the
combined operations of Mosaic, including divestitures, may be sought by
governmental authorities, either as a condition to obtaining the required
regulatory approvals or after completion of the transactions. Acceptance or
imposition of any such divestiture requests or other restrictions on operations
could diminish the benefits of the transactions and result in additional
transaction costs, loss of revenue or other effects associated with restricting
business operations. Alternatively, rejection of any such restrictions could
result in delay in the completion of the transactions, litigation in defense of
the transactions, abandonment of the transactions or reversal of some aspects of
the transactions.


Consents to the transactions under the documents governing IMC's senior credit
facilities may not be obtained or may not be obtainable without difficulty and
expense, which could delay IMC's ability to complete the transactions and/or
negatively impact the earnings of Mosaic.


IMC must obtain the consent of the lenders under the agreement governing its
senior credit facilities prior to completion of the transactions as a result of
a change of control provision contained in its senior credit facilities. As of
July 31, 2004, IMC had $250.7 million of indebtedness outstanding under its
senior credit facilities that would be subject to acceleration in the event of a
change of control of IMC without prior approval of the lenders thereunder. IMC
may not be able to obtain the necessary consent under its credit facilities
without difficulty or significant cost, which could delay IMC's ability to
complete the transactions and/or negatively impact the earnings of Mosaic.


If the transactions were to be completed without the prior completion of the PLP
merger, Mosaic could face operational complexities and additional costs and
might not fully realize the cost savings expected from the transactions, all of
which could negatively impact its financial condition and results of operations.


The completion of the PLP merger is a condition to Cargill's obligation to
complete the transactions. However, Cargill could choose to waive that condition
and complete the transactions without the prior completion of the PLP merger. In
such case, PLP would continue to be a publicly traded partnership in which
Mosaic would indirectly own a majority interest. Operating PLP with a continuing
public minority interest could result in added complexity and cost for Mosaic.
In addition, the cost savings anticipated to be realized by Mosaic from the
transactions may not be attained if the PLP merger is not completed because the
obligations to PLP's



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minority unitholders under the partnership agreement of PLP and Delaware might
make it more difficult to fully integrate the operations of IMC Phosphates
Company with the operations of the Cargill Fertilizer Businesses. Mosaic's
financial condition and results of operations could be negatively impacted in
such a scenario.


Litigation challenging the transactions may delay or block the transactions.


Two lawsuits, each filed on behalf of a purported class of IMC's common
stockholders, have been filed seeking to, among other things, enjoin the
transactions. In addition, four purported class action lawsuits have been filed
by PLP unitholders which seek to, among other things, enjoin the PLP merger, the
completion of which is a condition to the closing of the transactions. See "The
Transactions-Stockholder Litigation Relating to the Transactions" beginning on
page 65 of this proxy statement/prospectus and "The PLP Merger-Unitholder
Litigation Relating to the PLP Merger" beginning on page 99 of this proxy
statement/prospectus for more information regarding these lawsuits. An agreement
in principle, subject to confirmatory discovery, to settle these lawsuits was
reached among the parties on August 20, 2004. An unfavorable outcome to any of
this litigation could result in the payment of damages by IMC or impact the
ability of IMC to complete the PLP merger or the transactions.


Uncertainties associated with the transactions may result in a loss of
customers, which would negatively impact Mosaic's operating results.


Some customers of IMC or the Cargill Fertilizer Businesses may seek alternative
sources of products and/or services after the announcement of the transactions
due to, among other reasons, a desire not to do business with Mosaic or
perceived concerns that Mosaic may not continue to support and develop certain
product lines. Difficulties in combining operations also could result in
potential disputes or litigation with customers or others. Failure by management
of Mosaic to control attrition could have a material adverse effect on Mosaic's
business, financial condition and operating results after the completion of the
transactions.


Mosaic's success will depend on key personnel, the loss of whom could harm its
business.


The success of Mosaic after the completion of the transactions will depend in
part on the retention of personnel critical to the business and operations of
Mosaic. In particular, the sales and distribution personnel of each of Cargill
and IMC, given their historical knowledge of their respective businesses, and
the fact that each company has different distribution models, will be important
to the success of the combined businesses. Mosaic has not agreed to enter into
employment agreements with key employees of IMC and Cargill that will be
effective upon completion of the transactions. Key employees may depart because
of issues relating to uncertainty and difficulty of integration or a desire not
to remain with Mosaic. Accordingly, Mosaic may be unable to retain IMC or
Cargill personnel that are critical to its success, resulting in disruption of
operations, loss of key information, expertise or know-how, unanticipated
additional recruitment and training costs and otherwise diminishing the
anticipated benefits of the transactions, all of which could adversely affect
Mosaic's ability to conduct its business efficiently and effectively. Mosaic
does not anticipate obtaining key person insurance covering the loss of all key
employees as a means to mitigate any such loss.


IMC may waive one or more of the conditions to the transactions that is
important to you without the approval of IMC's common stockholders.


Each of the conditions to IMC's obligations to complete the transactions may be
waived, in whole or in part, to the extent permitted by applicable law. See "The
Merger and Contribution Agreement-Conditions to the Transactions" beginning on
page 78 of this proxy statement/prospectus for a summary of the conditions to
IMC's obligation to complete the transactions. If IMC determines to waive a
condition, the IMC board of directors will evaluate the materiality of the
waiver to determine whether amendment of this proxy statement/prospectus and
resolicitation of proxies is necessary. In the event that IMC's board of
directors determines that any waiver is not significant enough to require
resolicitation of IMC's common stockholders, it will have the discretion to
complete the transactions without seeking further approval of IMC's common
stockholders. If such a waiver occurs after the date of the special meeting,
there is a risk that the IMC board of directors may waive a condition that is
important to you without approval of IMC's common stockholders.



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IMC's directors and executive officers have interests in the transactions that
are different from, or in addition to, the interests of IMC stockholders
generally, and these interests may have influenced their decision to approve and
recommend the merger and contribution agreement.


IMC's directors and executive officers have certain interests in the
transactions that are different from, or in addition to, those of IMC's
stockholders generally. These interests 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 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 of 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 is the only executive officer of IMC who also serves on the IMC board
of directors. For more information about these interests, please see "The
Transactions-Interests of IMC's Directors and Executive Officers in the
Transactions" beginning on page 57 of this proxy statement/prospectus. These
interests may have influenced them in approving and recommending the merger and
contribution agreement.


Cargill's status as a significant Mosaic stockholder and its representation on
the Mosaic board of directors may create conflicts of interest with Mosaic's
other stockholders and could cause Mosaic to take actions that Mosaic's other
stockholders do not support.


Upon completion of the transactions, Cargill and its affiliates will own 66.5%
of the outstanding shares of Mosaic common stock. In addition, seven Cargill
nominees will be members of the 11-member Mosaic board of directors.
Accordingly, Cargill will effectively control the strategic direction and
significant corporate transactions of Mosaic, and its interests in these matters
may conflict with other stockholders of Mosaic. As a result, Cargill could cause
Mosaic to take actions that other Mosaic stockholders do not support.


Cargill's significant ownership interest in Mosaic and Mosaic's classified board
of directors and other anti-takeover provisions could deter an acquisition
proposal for Mosaic that stockholders may consider favorable.


As the owner of a majority of the shares of Mosaic common stock, a third party
will not be able to acquire control of Mosaic without Cargill's consent because
Cargill could vote its shares of Mosaic common stock against any takeover
proposal submitted for stockholder approval. In addition, Mosaic will have a
classified board of directors and other takeover defenses in its certificate of
incorporation and bylaws. Cargill's ownership interest in Mosaic and these other
anti-takeover provisions could discourage potential acquisition proposals for
Mosaic and could delay or prevent a change of control of Mosaic. These
deterrents could adversely affect the price of Mosaic common stock and make it
very difficult for non-Cargill holders to remove or replace members of the board
of directors or management of Mosaic, which could be detrimental to Mosaic's
other stockholders.



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Mosaic's stockholders may be adversely affected by the expiration of the
standstill and transfer restrictions in the investor rights agreement, which
would enable Cargill to, among other things, transfer all or a significant
percentage of its Mosaic common stock to a third party, increase its ownership
percentage of the Mosaic common stock above 66.5% or seek additional
representation on the Mosaic board of directors, any of which could have a
negative impact on the price of Mosaic common stock.


The standstill provision in the investor rights agreement restricts Cargill and
its affiliates from acquiring additional shares of Mosaic common stock from
Mosaic's public stockholders and taking other specified actions as a stockholder
of Mosaic. These restrictions will expire on the fourth anniversary of the
completion date of the transactions. Following the expiration of the standstill
period, Cargill will be free to increase its ownership interest in Mosaic common
stock. Purchases of additional shares of Mosaic common stock by Cargill could
result in lower trading volumes for Mosaic common stock and make it difficult
for you to sell your shares of Mosaic common stock.


In addition, the investor rights agreement prohibits Cargill from transferring
or selling its shares of Mosaic common stock, other than to an affiliate of
Cargill, for three years following the completion of the transactions. Once this
transfer restriction is terminated, Cargill will be permitted to sell its shares
of Mosaic common stock. Cargill's sale or transfer of a significant number of
shares of Mosaic common stock could create a decline in the price of shares of
Mosaic common stock. Furthermore, if Cargill's sales or transfers were made to a
single buyer or group of buyers, it could result in a third party acquiring
effective control of Mosaic.


Until the end of the standstill period, the investor rights agreement also
requires that Cargill vote its shares of Mosaic common stock for the slate of
director nominees recommended by the Mosaic board of directors, and that Cargill
cause its nominees on the Mosaic board of directors to recommend the four
directors designated by IMC. After the standstill period, Cargill will be free
to seek to increase its representation on the Mosaic board of directors above
seven members. This action could further increase Cargill's control over Mosaic
and deter or delay an acquisition of Mosaic thereby having a negative impact on
the price of shares of Mosaic common stock.