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The following is an excerpt from a S-4/A SEC Filing, filed by MOSAIC CO on 8/10/2004.
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MOSAIC CO - S-4/A - 20040810 - BUSINESS

MOSAIC BUSINESS

 

General

 

Mosaic is a Delaware corporation which was formed under the name Global Nutrition Solutions, Inc. on January 23, 2004 for the purpose of effecting the combination of IMC’s businesses with the Cargill Fertilizer Businesses. Mosaic’s corporate name was changed to The Mosaic Company on June 17, 2004. Mosaic is currently owned 66.5% by Cargill and 33.5% by IMC. Upon completion of the transactions, it is expected that shares of Mosaic common stock and Mosaic 7.50% preferred stock will be listed on the New York Stock Exchange. To date, Mosaic has not conducted any activities other than those incident to its formation, the execution of the merger and contribution agreement and the preparation of this document.

 

Following completion of the transactions, Mosaic will file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and appropriate amendments to those reports. Those reports will be available free of charge through Mosaic’s website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Mosaic has not yet determined the address of its website.

 

Following the completion of the transactions, the business of Mosaic will be comprised of IMC’s business and the business of the Cargill Fertilizer Businesses, all of which will be conducted through subsidiaries of Mosaic. For a description of the business of IMC, see IMC’s Annual Report on Form 10-K for the year ended December 31, 2003 which is incorporated herein by reference, as well as the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus for information on how to obtain IMC’s Annual Report on Form 10-K.

 

Overview of the Cargill Fertilizer Businesses

 

The Cargill Fertilizer Businesses consist of multiple entities and business divisions or operating units of Cargill, as well as equity interests in joint ventures. Pursuant to the merger and contribution agreement, Cargill will cause the assets, liabilities and obligations of the Cargill Fertilizer Businesses (excluding any trade names and trademarks that incorporate the word “Cargill”) to be segregated from its non-fertilizer businesses and to be contributed into new or existing fertilizer-related subsidiaries of Cargill. As part of the transactions, Cargill and certain of its other subsidiaries will then contribute to Mosaic equity interests in such new or existing fertilizer-related subsidiaries. To date, Cargill has categorized the various Cargill Fertilizer Businesses into four business segments: (1) Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4) Saskferco. References in this proxy statement/prospectus to the Cargill Fertilizer Businesses generally refer to the fertilizer businesses of Cargill falling within these four business segments.

 

The Cargill Fertilizer Businesses have established a significant presence in the global phosphate market with large-scale and efficient Florida-based operations that serve fertilizer and feed phosphate customers in more than two dozen countries around the world. The Cargill Fertilizer Businesses also own minority equity stakes in phosphate operations in Brazil and China that, together with Cargill’s offshore shipments, supply these two large and growing markets. In addition, the Cargill Fertilizer Businesses serve as the exclusive international marketing agent for a phosphate producer in Australia.

 

The Cargill Fertilizer Businesses have more regional interests in the nitrogen market. The Cargill Fertilizer Businesses own a 50% equity stake in Saskferco Products, Inc. (Saskferco), a world-scale and energy-efficient nitrogen plant located in Belle Plaine, Saskatchewan. The Cargill Fertilizer Businesses act as the exclusive marketing agent for Saskferco and supply mostly urea and, beginning in March 2004, urea ammonium nitrate (UAN) solutions to retail dealers in western Canada and the northern tier of the United States. The Cargill Fertilizer Businesses also own a minority equity interest in Ultrafertil S.A., one of the largest nitrogen producers in Brazil, from which a portion of their nitrogen requirements are sourced for local blending and distribution

 

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operations. Unlike IMC, the Cargill Fertilizer Businesses do not produce potash, but do source potash and market it together with the other essential crop nutrients in its worldwide distribution system.

 

Cargill distributes fertilizer in most of the large nutrient markets around the globe. Cargill’s distribution businesses not only serve as the marketing arm for its production operations, but also function as businesses offering additional crop nutrients and value-added services to customers. Distribution operations move product further down the value chain and help Cargill understand customer requirements as well as maintain quality control. These activities, for example, have driven the development of MicroEssentials , a line of innovative specialty fertilizers, as well as the creation of a strong brand identity in important international markets such as China and Brazil. In addition, Cargill’s large global distribution pipeline enables it to manage seasonal swings in phosphate and nitrogen inventories and to operate plants at consistent rates.

 

Cargill operates port terminals, warehouses and blending and bagging facilities in nine countries, and presently maintains a sales presence in six more countries in North and South America, Europe and Asia. Distribution operations differ by country and range from selling bagged product at an import terminal to marketing custom blends from an inland warehouse and blend plant. Cargill has developed bulk-blending operations worldwide, adapting a successful North American model to South America during the early 1990s and then to Asia in the late 1990s.

 

As of May 31, 2004, the Cargill Fertilizer Businesses employed approximately 3,509 persons worldwide, not including approximately 140 employees of Saskferco Products, Inc. Employment, particularly at distribution facilities, varies slightly throughout the year due to seasonal factors.

 

The table below chronicles the development and historical milestones of the Cargill Fertilizer Businesses over the past 20 years:

 

Early 1960s

   Begins U.S. fertilizer trading and distribution as a grain backhaul opportunity

Dec 1985

   Purchases 80% of Gardinier, Inc. (includes Fort Meade phosphate rock mine and Tampa, Florida phosphate facility)

Jan 1986

   Creates a Fertilizer Division and names Fredric W. “Fritz” Corrigan as President

Jun 1987

   Commences fertilizer business in Argentina, distributing imported fertilizer using leased warehouse space at a port in Buenos Aires

Jun 1988

   Purchases the remaining 20% of Gardinier, Inc. from minority shareholders

Feb 1990

   Gives final approval for the construction of Saskferco Products, Inc.

Jan 1991

   Christens the Alafia molten sulfur barge (completes maiden voyage from Galveston to Tampa)

Jun 1991

   Opens a warehouse and bulk blend plant in Conception Bay (Cosmito), Chile

Aug 1992

   Commissions Saskferco Products, Inc. at Belle Plaine, Saskatchewan

May 1993

   Acquires Seminole Fertilizer Corp. (includes Hookers Prairie phosphate rock mine and Bartow, Florida phosphate facility)

Jun 1993

   Cargill Agricola, S.A., parent company of Cargill Fertilizantes, S.A., constructs a liquid fertilizer blending plant and warehouse located at Monte Alto, Brazil

Dec 1995

   Forms South Ft. Meade Partnership, L.P. and acquires the South Fort Meade phosphate rock mine and beneficiation plant, immediately expanding capacity from 3.2 million tonnes to 4.6 million tonnes per year

Jan 1996

   Commissions first feed phosphate plant at Tampa, Florida phosphate facility

Aug 1996

   Opens a warehouse and bulk blending plant in Tianjin, China

 

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Apr 1997

   Completes a warehouse and bulk blending plant in Sriracha, Thailand

Aug 1997

   Begins a warehouse and bulk blending operation in San Antonio, Chile

Aug 1997

   Opens a warehouse and bulk blending plant in Donetsk, Ukraine

Sep 1997

   Completes expansion of Saskferco Products, Inc. to 1,860 tonnes per day of ammonia and 2,850 tonnes per day of urea

May 1998

   Completes a series of expansions that increase capacity at both the Tampa and Bartow phosphate facilities to 860,000 tonnes of P 2 O 5 per year

Aug 1998

   Opens a new port facility and 60,000 tonne warehouse in Quebracho, Argentina

Aug 1998

   Discharges first panamax vessel at the new anchorage and lightering port facility in Rozy, India

Jul 1999

   Purchases a 72% equity stake in Solorrico, S.A., a Brazilian fertilizer producer and distributor

Jul 2000

   Dedicates an E-Crane barge discharge system and high speed truck load-outs at Port Cargill in Savage, Minnesota

Aug 2000

   Opens a warehouse and bulk blending facility in Yantai, China

Oct 2000

   Acquires an 80% equity stake in Fertiza, S.A., a Brazilian fertilizer producer and distributor

Dec 2000

   Acquires a 35% equity stake in a Chinese joint venture to construct a 600,000 tonne DAP plant in Haikou, China

Mar 2001

   Completes the construction of a second 60,000 tonne warehouse at Quebracho, Argentina

May 2001

   Installs an E-Crane barge/vessel discharge system and high speed truck load-outs at Channelview, Texas

Jun 2001

   Saskferco Products, Inc. opens a new 80,000 tonne warehouse in Carmen, Manitoba

Nov 2001

   Launches commercial production of a line of specialty products branded MicroEssentials

Jan 2002

   Opens a new liquid sulfur terminal at Channelview, Texas

Jun 2002

   Opens a second bulk blending line at the facility in Donetsk, Ukraine

Jul 2002

   Purchases sulfuric acid assets formerly operated by Mulberry Phosphates, Inc. near Bartow, Florida and agrees with the Florida Department of Environmental Protection (FDEP) to manage the closure of two gypsum stacks at the site

Aug 2002

   Commissions DAP granulation plant at the Haikou, China plant

Nov 2002

   Acquires Farmland Hydro L.P.’s Green Bay, Florida phosphate facility and rock reserves

Nov 2002

   Commissions a second feed phosphate plant at Tampa, Florida

Apr 2003

   Buys a 60% equity stake in a 170,000 tonne NPK plant at Yangzhong City, China

Jun 2003

   Approves the construction of a second molten sulfur barge

Sep 2003

   Completes the purchase of publicly traded minority shares of Cargill Fertilizantes, S.A. (the Brazilian company that merged the Solorrico and Fertiza businesses)

Oct 2003

   Begins the expansion of the South Fort Meade mine from 4.6 to 5.9 million tonnes per year

Nov 2003

   Saskferco Products, Inc. adds 50,000 tonnes of MicroGran feed urea production at Belle Plaine, Saskatchewan

Jan 2004

   Signs a definitive agreement to combine the Cargill Fertilizer Businesses with IMC Global Inc., subject to regulatory and shareholder approvals

Mar 2004

   Begins the planned conversion of the Tampa GTSP plant to more value-added MicroEssentials production

 

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Mar 2004

   Saskferco commissions 230,000 tonne 28% UAN solution plant at Belle Plaine

Mar 2004

   Acquires the Wingate Creek phosphate rock mine and phosphate reserves from Nu-Gulf Wingate Holdings, LLC

 

Operating Segments

 

Cargill currently reports the financial results of the Cargill Fertilizer Businesses in the following four business segments: (1) Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4) Saskferco.

 

Phosphate Production

 

The Phosphate Production segment primarily operates mines and processing plants in Florida, which produce phosphate fertilizer and feed phosphate products. This segment also holds a 35% equity stake in a recently constructed DAP granulation plant near Haikou, China in the Yunnan province.

 

Net sales to external customers for Phosphate Production were $943 million, $618 million and $524 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Gross profit for Phosphate Production was $61 million, $35 million and $64 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Total assets for Phosphate Production were $1,107 million, $968 million and $729 million at May 31, 2004, 2003 and 2002, respectively.

 

The following tables detail phosphate rock production volume and grade for each of Cargill’s active mines in Florida during the last three fiscal years. The standard industry term used to grade the quality of phosphate rock is BPL, or bone phosphate of lime.

 

     South Fort Meade Mine Production

     Pebble

   Concentrate

   Total Product

Year ending May 31


   Tonnes

   % BPL

   % P 2 O 5

   Tonnes

   % BPL

   % P 2 O 5

   Tonnes

   % BPL

   % P 2 O 5

2002

   2,382,495    62.3    28.5    2,189,582    69.4    31.8    4,572,076    65.7    30.1

2003

   2,402,226    62.3    28.5    2,046,519    68.4    31.3    4,448,745    65.1    29.8

2004

   2,717,291    63.6    29.1    2,509,818    68.0    31.1    5,227,109    65.7    30.1
    
  
  
  
  
  
  
  
  

Total

   7,502,012    62.8    28.7    6,745,919    68.6    31.4    14,247,931    65.5    30.0
    
  
  
  
  
  
  
  
  
     Hookers Prairie Mine Production

     Pebble

   Concentrate

   Total Product

Year ending May 31


   Tonnes

   % BPL

   % P 2 O 5

   Tonnes

   % BPL

   % P 2 O 5

   Tonnes

   % BPL

   % P 2 O 5

2002

   1,050,430    62.7    28.7    588,899    68.4    31.3    1,639,329    64.8    29.6

2003

   1,114,613    61.8    28.3    680,207    67.2    30.7    1,794,820    63.8    29.2

2004

   1,161,151    63.8    29.2    930,091    66.0    30.2    2,091,243    64.8    29.7
    
  
  
  
  
  
  
  
  

Total

   3,326,194    62.8    28.7    2,199,198    67.0    30.7    5,525,392    64.5    29.5
    
  
  
  
  
  
  
  
  

 

Principal Products

 

The principal products of the Phosphate Production segment are described below:

 

Diammonium Phosphate (DAP) : DAP is the most widely used high-analysis phosphate fertilizer worldwide. DAP is produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. This initial

 

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reaction creates a slurry that is then pumped into a granulation plant where it is reacted with additional ammonia to produce DAP. DAP can be blended with other solid fertilizer products such as urea and potassium chloride or used as a direct application material.

 

Monoammonium Phosphate (MAP) . MAP is the second most widely used high-analysis phosphate fertilizer and the fastest growing phosphate product worldwide. MAP also is produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. The resulting slurry is then pumped into the granulation plant where it is reacted with additional phosphoric acid to produce MAP. Some facilities can switch from DAP to MAP production simply by replacing an ammonia sparger with a phosphoric acid sparger in the granulation plant. MAP, like DAP, can be blended with other solid fertilizer products or applied directly to soils.

 

MicroEssentials . MicroEssentials is a value-added DAP or MAP product that features a patented process which creates very thin platelets of sulfur on the product. Over time, these sulfur platelets break down in the soil and are absorbed by plants. This unique process enables the formation of a granule, that when halved, resembles the layers of a “sliced onion,” but allows a slow release of the nutrients into the soil. In addition, micronutrients such as boron, copper, manganese, and zinc can be added in separate but parallel processes.

 

Calcium Phosphate Feed . Calcium phosphate feed products are produced by neutralizing de-fluorinated phosphoric acid with limestone. The first step in the process is to reduce the fluorine-to-phosphorous ratio of the phosphoric acid to less than a 1:100. This result typically is achieved by adding diatomaceous earth (or activated silica) to phosphoric acid in order to “strip” fluorine from the acid. This de-fluorinated acid is then neutralized with different quantities of limestone to produce the two most widely use phosphate feed products – dicalcium phosphate (Dical) and monocalcium phosphate (Monocal). Dical contains 18.5% phosphorus or 42.4% phosphorus pentoxcide (P 2 O 5 ). Monocal contains 21.0% phosphorous or 48.1% P 2 O 5 .

 

Production and Properties: Florida Operations

 

Overview

 

Cargill’s phosphate mining operations and holdings are located in Central Florida in Polk, Hardee and Manatee counties. The general geologic setting of the phosphate deposits of Florida are of sedimentary origin and are reported to be of the Miocene age. Cargill’s active mines are located in what is known as the Bone Valley Member of the Peace River Formation, with the material mined from this area known locally as “matrix.” This sedimentary deposit varies in thickness throughout the extent of Cargill’s land holdings and is essentially a continuous deposit in this region of Florida.

 

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The map below shows the location of each of Cargill’s phosphate rock mines.

 

LOGO

 

Cargill entered the world phosphate market with the acquisition of approximately 80% of Gardinier, Inc. in December 1985. Since then, the Phosphate Production segment has grown its U.S. based operations primarily through acquisitions during cyclical downturns in the phosphate market. Since entering into the business of phosphate production nearly two decades ago, Cargill has consistently re-invested cash flow to maintain assets, enhance efficiencies and expand capacities to improve and modernize its mines and production facilities.

 

Cargill’s Phosphate Production segment currently has five properties designated as current or future mining locations, all of which are owned entirely by Cargill, except for the South Fort Meade site, whose ownership structure is described below. Cargill’s Hookers Prairie and South Fort Meade mines are active and producing phosphate rock. The Fort Meade mine is not actively mining and has been idle since January 1997. The Wingate Creek mine was acquired by Cargill in March 2004 and is undergoing permit transfer and renewal efforts with a targeted start-up date in late 2004. The Pioneer mine site is a future mining site with limited ongoing permitting activity, although portions of the site were permitted for mining in the 1980s.

 

Each active mine site is supported by the required infrastructure in terms of electrical power, mining equipment, beneficiation plant, rail and shipping facilities, offices, shops and ancillary equipment. The Hookers Prairie mine has a rated capacity of 2.1 million tonnes per year, while the South Fort Meade mine has a rated capacity in excess of 4.6 million tonnes per year. The major electrical power providers for the mining operations are Tampa Electric (Hookers Prairie), Progress Energy (Fort Meade, South Fort Meade, Pioneer) and Florida Power & Light (Wingate Creek). These regional utilities serve our mining properties with electrical power on an interruptible basis. Water is provided on site by the use of company-owned deep wells permitted by the regional water management district.

 

The active mines utilize large surface mining machines known as “draglines” as the primary earthmoving equipment. Currently, Hookers Prairie operates with three draglines and South Fort Meade has four operating

 

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draglines. Additionally, the Fort Meade mine has three draglines, which have been “mothballed” due to the shut down status of this operation.

 

A typical central Florida phosphate operation uses a single dragline to remove the overburden and phosphate ore. The dragline will typically strip a ten to fifty foot layer of sandy overburden from the mining area, casting it into the adjacent mined out area. A typical mining cut width is from 250 to 300 feet, depending upon the site geology and digging characteristics of the dragline. Once stripping is accomplished within the digging radius of the dragline, the area is then mined. The mining of the matrix involves digging the matrix from the previously stripped area and dumping it into a shallow pit or excavation where it is slurried with high-pressure water and pumped in slurry form to the beneficiation plant for further processing. Once the dragline has mined out the matrix within reach of the machine it will in effect “step back” and begin the process again. The slurry pits or wells are relocated accordingly as the mining progresses along the cut.

 

The Wingate Creek operation, once restarted, will utilize dredges to strip the overburden and to mine the underlying matrix. Wingate Creek utilizes two Ellicott cutter-suction dredges for mining: Gulf I, a 280 foot long dredge for mining overburden, and Gulf II, a 230 foot long dredge for mining matrix. Digging depths for Gulf I and Gulf II are 55 feet and 98 feet, respectively. The mining dredge will mine the matrix and pump it in slurry form to the existing beneficiation plant for further processing. The Wingate Creek mine is planned to operate at a 1.1 million tonnes per year rate once mining is restarted, currently expected to occur in late 2004.

 

At this time, Cargill cannot quantify the amount of future costs that will be required in connection with future development and expansion of mines. Presently, there are no significant planned future costs that Cargill believes will be incurred with any certainty. Costs also will be affected by the results of the permitting process with respect to Cargill’s mines. Moreover, Cargill anticipates that, following the closing of the transactions, Mosaic management will determine how to operate and develop the mines of the combined operations, taking into account any possible synergies, including cost savings that may be achieved given the proximity of the Cargill and IMC Global mines in Florida. Therefore, at this time, Cargill cannot reasonably estimate the amount of costs that might be spent in the future with respect to its Florida phosphate mining operations.

 

Reserves

 

The table below shows the estimated reserves, as of March 1, 2004, associated with Cargill’s Florida mining operations. The reserves are listed as recoverable tonnes. Also reflected in the table is the grade of the reserves, expressed as a percentage of BPL or P 2 O 5. Finally, the table also reflects the average values of the following material contaminants contained in the reserves: ferrous oxide (Fe 2 O 3 ), aluminum oxide (Al 2 O 3) and magnesium oxide (MgO).

 

    

PROVEN RESERVES (1)

MINE PLAN DATA (recovery factors applied)


     Tonnes (2)

   % BPL

   % P 2 O 5

   % Fe 2 O 3  + Al 2 O 3

   % MgO

Hookers Prairie

   8,094,606    63.69    29.15    2.05    0.42

South Fort Meade

   89,199,353    63.80    29.20    2.25    0.64

Fort Meade

   17,520,627    63.69    29.15    2.39    0.54

Pioneer

   76,926,404    66.80    30.57    2.48    0.78

Wingate Creek

   6,860,649    66.79    30.57    3.22    0.46
    
  
  
  
  

Total

   198,601,639    65.05    29.77    2.38    0.67
    
  
  
  
  

(1) The minimum drill hole density for Cargill’s proven reserves classification is 1 hole per 20 acres
(2) The reserve estimates provided above have been developed by Cargill in accordance with Industry Guide 7 promulgated by the U.S. Securities and Exchange Commission

 

Independent third parties have not reviewed Cargill’s reserves during the past three years. From time to time, as part of Cargill’s due diligence assessment of mining properties and phosphate reserves (for example, in

 

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connection with Cargill’s Farmland-Hydro (Pioneer) and Wingate Creek acquisitions described below), Cargill has retained consultants to conduct analyses of these properties, which Cargill then takes into account in developing its own calculation of reserves.

 

Under current mining plans, to the extent any reserves are leased by Cargill, all reported reserves regarding those leased reserves will be mined out within the time period of existing mineral leases. The South Fort Meade reserves described below are the only reported reserves leased by Cargill.

 

Fort Meade

 

The Gardinier acquisition in 1985 included the Fort Meade phosphate rock mine and processing plants in Tampa, Florida. Gardinier was the sixth largest U.S. phosphate producer at the time of its acquisition, with phosphoric acid capacity of approximately 725,000 tonnes of P 2 0 5 per year at the Tampa facility. Cargill subsequently acquired the remaining minority shares of Gardinier in 1988 and invested significant funds during the first few years of operations to enhance both operational efficiencies as well as the environmental safety of the facilities.

 

The Fort Meade mine started its initial mining in 1967 and continued until early 1997. Mining activity ceased at the Fort Meade mine when the expansion of the South Fort Meade mine created excess mine production capacity. The Fort Meade mine is approximately 18,500 acres in area. The mine has approximately eight years of life remaining, based on its pre-closure operating rate, once a decision is made to restart the mine. Mining has taken place in Polk and Hardee counties with the bulk of the remaining reserves lying in Hardee County. Although the site has been fully permitted, once a decision is made to restart the mine, modifications and amendments will be required to the operating permits. As this mine has an operational history and many of the approvals currently are in existence, Cargill has a high level of assurance that the Fort Meade mine will be able to continue production once a decision is made to restart mining operations.

 

While the Fort Meade mine has been in an idle state, Cargill has continued to reclaim lands which are available for reclamation. Other lands such as clay settling areas, the beneficiation plant site and infrastructure areas are not available for reclamation, as they will be needed when the mine restarts in the future. Cargill has a variance for the delay in reclamation with the State of Florida and has posted financial responsibility in the form of a letter of credit for the lands not reclaimed. Once these areas are put into operational use in the future, the variance and corresponding surety will no longer be needed.

 

Hookers Prairie

 

Cargill’s second major acquisition was the purchase of the phosphate mining and processing assets of Seminole Fertilizer Corporation in May 1993. The acquisition included the Hookers Prairie phosphate rock mine and processing plants at Bartow, Florida. The Hookers Prairie mine has been in operation since 1976.

 

This 14,530-acre mine site is fully permitted and is expected to mine out at current rates in 2008. There are limited opportunities for the extension of the Hookers Prairie mine as most of the adjacent reserve properties have been mined or are unavailable for mining.

 

Mining is progressing at the Hookers Prairie mine with some 310 acres mined in 2003. Site prep and the advancement of mining is proceeding as planned. Reclamation of all lands mined after July 1, 1975 and lands used in certain mining operations after July 1984 are subject to mandatory reclamation requirements established by the State of Florida. Spending for reclamation at Hookers Prairie totaled $2.2 million in 2003.

 

The acquisition of the mining and processing assets of Seminole Fertilizer Corporation closed just as the phosphate market began a strong and sustained up-turn during the last half of the 1990s. Cargill re-invested a large share of cash flow back into the phosphate business in order to upgrade and expand both the Tampa and

 

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Bartow facilities during this period. These investments improved product quality, enhanced efficiencies and expanded plant capacity. Phosphoric acid capacity at Bartow was approximately 660,000 tonnes of P 2 0 5 per year at the time of purchase, or slightly less than the Tampa capacity. Through Cargill’s reinvestment activities, the phosphoric acid capacity at each facility was expanded to more than 860,000 tonnes of P 2 0 5 by mid-1998. Subsequent investments have boosted current capacity at Bartow to more than 950,000 tonnes of P 2 0 5 .

 

South Fort Meade

 

Cargill acquired the brand-new South Fort Meade phosphate rock mine and state-of-the-art beneficiation plant in December 1995. The South Fort Meade acquisition included 27,000 acres of land in Polk and Hardee counties, as well as a new beneficiation plant, two clay settling areas, draglines and other mining assets. Cargill expanded the nominal capacity of the South Fort Meade mine from 3.2 million tonnes to approximately 4.6 million tonnes and idled the Fort Meade mine shortly after the South Fort Meade acquisition in order to reduce mining costs. Currently, mining operations are taking place on the approximately 17,270-acre Polk county portion of the mine site. The Polk county portion of the South Fort Meade mine is fully permitted for mining.

 

The South Fort Meade mine also has reserves property located immediately south of the Polk County site in Hardee County. This property is being permitted as an extension to the existing South Fort Meade mine. Permitting is underway for this approximately 12,000-acre tract, with permits currently expected to be submitted in late 2004 or early 2005. Current plans show mining operations beginning in the Hardee County extension in late 2008. As the Hardee county tract is similar to the Polk county portion, Cargill has a high level of assurance that the permits required for mining the site will be issued. The reserve base, however, could be affected by permit negotiations and therefore could be subject to revision. The South Fort Meade mine, including the Hardee county extension, will be in operation until sometime in 2018 or 2019, at currently planned production rates.

 

Cargill purchased the above ground assets of the South Fort Meade mine, including the beneficiation plant, rail track and initial clay settling areas. A limited partnership—the South Ft. Meade Partnership, L.P. (SFMP)—purchased the land and mineral rights at the South Fort Meade mine. Cargill owns additional lands covering approximately 505 acres in Hardee County that are not owned by the partnership.

 

SFMP capital was comprised of approximately 35% equity and 65% debt. Cargill owns 35% of the SFMP equity with financial investors owning the remaining 65%. In addition to the equity, several financial investors purchased $76 million of debt instruments issued by SFMP to fund the acquisition of the land and mineral reserves. A third entity—South Ft. Meade Land Management, Inc. (SFMLM)—owns and manages orange groves and other agricultural assets on the land. SFMLM is a wholly owned subsidiary of Cargill. SFMLM also has entered into an agricultural lease with SFMP and pays SFMP rental income for the land that it uses for agricultural purposes or subleases to local farmers or ranchers.

 

Cargill has entered into a long-term mineral lease with SFMP, which represents the only significant phosphate reserves leased by Cargill. This lease expires on December 31, 2025 or such date that Cargill has completed mining and reclamation obligations associated with the leased property. Lease provisions include royalty payments and a commitment from Cargill to give mining priority to the South Fort Meade phosphate reserves. Cargill pays the partnership a royalty on each tonne mined and shipped from the South Fort Meade mine, with the exception of tonnage mined from the U. S. Department of the Interior, Bureau of Land Management (BLM) leases, for which Cargill pays a royalty directly to the BLM, and tonnage from land owned directly by Cargill, which are currently scheduled to be mined near the end of the mine life. Since December 1995, total royalties paid to SFMP as a result of mining at the South Fort Meade mine are approximately $105 million. Royalty payments to SFMP total approximately $13 to $14 million annually at current production rates. Through its arrangements with Cargill and SFMLM, SFMP earns income from mineral lease payments, agricultural lease payments and interest income and uses those proceeds to service debt and pay dividends to its equity owners.

 

The BLM owns mineral rights to approximately 882 acres at the South Fort Meade mine. Cargill has received mining plan approval regarding two of the leases in Polk County which total approximately 321 acres.

 

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Two other leases in Hardee County total approximately 561 acres. Royalty payments on the approved leases equal approximately 5% of the six-month rolling average mining cost of production when mining in the BLM reserves. The tonnage is based on phosphate rock recoveries from actual pit take-up surveys and rock book recoveries. Phosphate rock tonnage produced within the BLM lease area to date is approximately 654,000 tonnes with a corresponding royalty to date of approximately $742,000.

 

In 2003, approximately 779 acres were mined at the South Fort Meade mine. Major projects currently underway include the construction of a new clay settling area which is scheduled for completion in late 2004. Cargill acquired an additional 65 cubic yard dragline for use at the South Fort Meade mine in 2003. This machine is currently being erected on site and scheduled to begin operation in early 2005 as part of a planned production rate increase to 5.9 million tonnes per year. Additionally, beneficiation plant and material handling improvements are being made to facilitate this increased production rate.

 

Reclamation of all lands mined after July 1, 1975 and lands used in certain mining operations after July 1984 are subject to mandatory reclamation requirements established by the State of Florida. Spending for reclamation at South Fort Meade totaled $2.5 million in 2003.

 

Pioneer

 

In November 2002, Cargill continued to expand its phosphate presence through the acquisition of the phosphate assets of Farmland Hydro, L.P. The acquisition included the processing plants at “Green Bay,” Florida (near Bartow) and approximately 15,000 acres of land in Hardee County. Cargill currently plans to construct a new mine—named the Pioneer mine—to develop the reserves acquired in the Farmland Hydro transaction. The Pioneer mine eventually will replace the Fort Meade mine.

 

Prior to Cargill’s ownership, the Pioneer site had undergone several periods of regulatory review as far back as the 1970s. Predecessor owners had originally permitted the 7,800-acre tract, then known as the Hickory Creek site, in the mid-1980s for mining, but the prior owners never committed to construct the mine. In the 1990s, the prior owner let the approvals lapse in favor of a long-term phosphate rock contract with another Central Florida phosphate rock producer, which is scheduled to expire in 2005.

 

The prior owners continued to acquire additional lands located adjacent to the Hickory Creek site in what is known as the Brushy Creek area. The major activity on the site during this time period was the development of citrus and agricultural operations on the land and prospect drilling activities, which continue by Cargill today.

 

In 1997, in anticipation of the expiration of the phosphate rock contract in 2005, the prior owner of the Hickory Creek and Brushy Creek properties re-initiated additional permitting activity relating to the Hickory Creek and Brushy Creek sites. In 2002, the prior owner decided to dispose of its Florida phosphate operations by selling them to Cargill. Upon acquisition of the site, Cargill determined that the most effective strategy would be to delay further permitting of the Pioneer mine site and focus on permitting the extension of the South Fort Meade site. Cargill intends to continue developing data relative to the Pioneer mine site and plans to initiate permitting activities in this area sometime prior to 2008. As the site has well-developed geologic and environmental data, these reserves are considered to be proven reserves. The reserve base, however, could be impacted by permit negotiations and the final configuration of the preserved areas and therefore could be subject to revision in the future. It is Cargill’s opinion that the site can be permitted in the future with a sound mining and reclamation plan.

 

Current capacity of the Green Bay processing facility is 635,000 tonnes of phosphoric acid and approximately 1.4 million tonnes of finished products. Upon expiration of the phosphate rock contract in 2005, Cargill expects to increase operating rates at the Hookers Prairie mine and expand capacity at the South Fort Meade mine from 4.6 million tonnes to 5.9 million tonnes in order to meet rock requirements after the contract expires.

 

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Wingate Creek

 

In March, 2004, Cargill acquired the phosphate mining assets and reserves in Manatee County, Florida, formerly operated by Mulberry Phosphates, Inc., from Nu-Gulf Wingate Holdings, LLC. The assets are comprised of a beneficiation plant, mining equipment and approximately 7,600 acres of land. The initial 3,100 acre mining tract was permitted in the mid-1970s. Mining commenced on the site in 1981 and continued intermittently until 1999. Mining at this site remains in a shut down status. The original permitted mine boundary has approximately 700 acres of mining remaining.

 

Many of the approvals for the operation of the existing Wingate Creek mine have expired or are reaching their expiration date. Namely, the Manatee County operating permit and DRI Development Order must be extended, as they expired on July 31, 2004. Cargill has submitted the appropriate applications and permit transfer documents to extend the mine for at least five additional years to completely mine out the original permit boundary. Cargill is working closely with the local government and the Florida Department of Environmental Protection to begin mining operations on the site in late 2004. The reserves associated with the original permitted footprint of the Wingate Creek mine are expected to last for approximately seven years at currently planned production rates.

 

The Wingate Creek site also contains approximately 4,500 acres of land to the east, which never have been permitted or reviewed for future mining activity. This future extension is known locally as the Texaco Tract. The phosphate materials associated with the Texaco Tract are not classified as reserves due to the lack of information concerning the environmental resources on the site. Upon approval of the necessary permits for the existing mining operation, Cargill currently plans to begin studies required for the permitting of the Texaco Tract sometime in 2005. Once the proper studies are completed and additional information is collected on the site, it is anticipated that these materials would be able to be categorized as either proven or probable reserves. Cargill’s current estimate of non-reserve phosphate materials within the Texaco Tract is 27.8 million tonnes at a 30.2% P 2 O 5 grade.

 

Employees

 

U.S. phosphate operations, including SFMLM, employ approximately 1,540 people.

 

Production and Properties: China

 

The Cargill Fertilizer Businesses have supplied DAP to China since they entered the phosphate business in December 1985. Cargill has exported from its Florida operations on average approximately one million tonnes of DAP to China each year since the mid-1990s. Cargill has developed a strong brand identity in China by offering a high-quality product and on-the-ground service to Chinese customers.

 

In 2000, Cargill expanded its presence in China by investing in a state-of-the-art domestic phosphate granulation facility known as Yunnan Three Circles Sinochem Cargill Fertilizers Co., Ltd. (Yunnan). Yunnan is a joint venture owned by Cargill Fertilizer, Inc. (35%), Yunnan Three Circles Chemical Co. (35%), China International Fertilizer Trading Corporation (25%) and Yantai Municipal Agricultural Means of Production Co. (5%). Yunnan’s phosphate granulation project near Kunming in the Yunnan province in south central China brings together the technical expertise of Yunnan Three Circles Chemical Co. and Cargill, the importing and marketing capabilities of China International Fertilizer Trading Company, the local distribution network of Yantai Municipal Agricultural Means of Production, and the product quality and brand recognition of Cargill.

 

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Yunnan commenced production in August 2002, and currently has an annual DAP production capacity of approximately 600,000 tonnes. The joint venture began marketing DAP under the Cargill brand in February 2003.

 

Yunnan produces DAP for shipment to north and northwest China. Phosphoric acid used in the production of DAP at Yunnan is purchased from Yunnan Three Circles Chemical Co. Ammonia used in production of DAP is sourced from local producers. China International Fertilizer Trading Corporation is among Yunnan’s largest customers. Yunnan’s operation is limited by access to raw materials and railcar supply. Improvements, however, are expected in the coming years as local suppliers increase production capacities.

 

Crop Nutrition

 

The Crop Nutrition segment markets fertilizer products and services to wholesalers, cooperatives, independent retailers and agents and other agricultural customers that, in turn, market these products and services to farmers and other end users in North and South America, Europe and Asia. In South America, the Crop Nutrition segment also markets fertilizer products and services directly to farmers and end users. The Crop Nutrition segment operates fertilizer blending and bagging facilities, port terminals and warehouses in nine countries, and maintains a sales presence in six additional countries. Past expansions include the acquisition of a joint venture interest in an NPK production facility in China, and the construction of port and warehouse facilities in Argentina. Pursuant to a marketing agreement, the Crop Nutrition segment also markets exported phosphate products produced by WMC Fertilizers, Ltd. in Australia. The marketing agreement with WMC Fertilizers, Ltd. will expire by its terms on December 31, 2004. Cargill and WMC have not yet determined whether to enter into any new or renewed marketing agreement after the expiration of the current agreement. The Crop Nutrition segment also marketed phosphate products produced by Lifosa A.B. in Lithuania, however, the parties mutually agreed to terminate the relationship in May 2004.

 

The principal Crop Nutrition products include straight fertilizers such as phosphates, nitrogen and potash, as well as blended and NPK fertilizers. Services include tailored agronomic services as well as the loading, unloading and storage of fertilizer, grains, meal, salt and coal for both Cargill affiliates and third parties.

 

Net sales to external customers for Crop Nutrition were $905 million, $662 million and $571 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Gross profit for Crop Nutrition was $65 million, $58 million and $53 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Total assets for Crop Nutrition were $264 million, $201 million and $215 million at May 31, 2004, 2003 and 2002, respectively.

 

Crop Nutrition employs approximately 751 people.

 

The following is a description of the principal marketing and distribution operations and production facilities operated by the Crop Nutrition segment of the Cargill Fertilizer Businesses.

 

United States

 

Since entering into the business in the early 1960s, Cargill’s U.S. Crop Nutrition segment has been comprised of a wholesale distribution business that has focused on providing quality crop nutrients as well as innovative and customized solutions to its retail dealer customers in the United States. In servicing the needs of retail dealers, Cargill owns and operates a network of warehouse distribution facilities strategically located along or near the Mississippi and Ohio Rivers as well as in other key geographic regions of the United States. From its

 

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distribution facilities, Cargill markets each of the three vital plant nutrients – nitrogen (typically in the form of urea or UAN solution), phosphate (typically in the form of DAP, MAP, MicroEssentials or triple superphosphate (TSP)) and potash – to dealers who in turn resell the product to U.S. farmers. In addition to sales of dry and liquid fertilizer products, Cargill provides tailored agronomic services to meet the specific needs of retail dealers and their customers. Cargill also leverages its distribution network by offering warehousing and throughput services for third parties.

 

Distribution facilities owned by Cargill’s U.S. Crop Nutrition segment include the Port Cargill fertilizer operations in Savage, Minnesota, with approximately 104,000 tonnes of dry product storage capacity, as well as warehouse distribution facilities in Pekin, Illinois (storage capacity of approximately 72,000 tonnes), Louisville, Kentucky (storage capacity of approximately 39,000 tonnes) and Houston, Texas (storage capacity of approximately 51,000 tonnes), which has a deep water berth providing access to the Gulf of Mexico. In addition, Cargill is a 50% owner of River Bend Ag, LLC, a wholesale distribution joint venture located in New Madrid, Missouri with storage capacity of approximately 25,000 tonnes for dry products and 22,000 tonnes for liquid products, respectively. Cargill also owns a distribution facility in Buffalo, Iowa.

 

In addition to the key geographically situated facilities owned by Cargill, the U.S. wholesale distribution business also includes leased distribution space or contractual throughput agreements for dry or liquid storage in California, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Nebraska, New York, North Dakota, Ohio, Pennsylvania and Texas.

 

Cargill’s Crop Nutrition segment acts as the exclusive marketing agent for phosphate products sold in the United States by the Phosphate Production segment and for nitrogen products sold in North America by Saskferco Products, Inc. (Cargill’s 50% owned joint venture which operates an ammonia, urea and UAN solution facility in Saskatchewan, Canada). Under each arrangement, Crop Nutrition earns agency fees for sales of the phosphate and nitrogen products.

 

Crop Nutrition’s U.S. operations employ approximately 151 people.

 

Canada

 

The Crop Nutrition segment is also the wholesale distribution arm for the Cargill Fertilizer Businesses in Canada. Customers include independent dealers, national accounts and Cargill “AgHorizons” in Canada, a retail fertilizer business unit owned by Cargill that will not be contributed to Mosaic. The Crop Nutrition segment in Canada also serves as marketing agent for Saskferco Products, Inc.

 

Major customers in western Canada are primarily large grain companies with integrated crop inputs businesses. In eastern Canada, major customers include the Cargill AgHorizons retail locations in Ontario, which purchase approximately 310,000 tonnes per year, as well as other national accounts in Quebec. In total, non-Cargill national account sales are approximately 250,000 tonnes per year, and independent dealer sales are approximately 275,000 tonnes per year.

 

Crop Nutrition’s Canadian operations employ approximately five people.

 

Argentina

 

Crop Nutrition’s Argentina fertilizer business commenced in 1987, distributing imported fertilizer using leased warehouse space at the port in Buenos Aires. In 1998, the Cargill Fertilizer Businesses built the Quebracho port facility and moved their principal operations for the northern half of Argentina to this location.

 

Crop Nutrition serves as a sales and marketing agent for the Phosphate Production segment in Argentina and supplies products and services to national accounts from the operations of the newly expanded Quebracho port

 

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facility and warehouse. In addition, Crop Nutrition distributes approximately 230,000 tonnes of nitrogen, phosphate and blended fertilizers to farmers through retail dealers and sales agents.

 

Key assets in Argentina include the Quebracho port facility, located near Rosario on the Parana River, with storage capacity of 120,000 tonnes. Quebracho put-thru totals roughly 440,000 tonnes per year, of which 160,000 tonnes are for Cargill retail dealer/sales agent customers and 280,000 tonnes are for national accounts. Cargill Argentina also leases space at Necochea and Bahia Blanca to serve customers in the southern region.

 

Crop Nutrition’s operations in Argentina employ approximately 71 people.

 

Chile

 

The Crop Nutrition segment markets bulk blended and straight fertilizer products to retail dealers in Chile. A small percentage of sales are made directly to farmers. Sales total approximately 250,000 tonnes per year, or 23% of the 1.1 million tonne market. Straight products such as urea, DAP, MAP and TSP account for 55% of Cargill sales and bulk blends, tailored to meet specific soil and crop requirements, make up the rest. Nearly all of the product is sold in 50 kilogram bags. Most of the nitrogen products are imported from Argentina and Venezuela. Phosphate products are sourced from the United States and Mexico. Potash is produced locally.

 

Key assets include warehouse and bulk blending facilities at Conception Bay and San Antonio. The Conception Bay facility, built in 1991, mainly serves dealers in central Chile. Cargill leases warehouse space at the Lirquen port on Conception Bay where straight materials are imported and bagged. The bulk blending plant at Conception Bay (also known as Cosmito) includes a 20,000 tonne warehouse. The San Antonio facility, built in 1997, serves retailers in northern Chile. Cargill Crop Nutrition also leases a facility at Puerto Montt that includes a 15,000 tonne warehouse and bulk blender as well as five satellite warehouses to serve customers in the southern Chile.

 

Crop Nutrition’s operations in Chile employ approximately 54 people.

 

China

 

Crop Nutrition has been executing a strategy since the early 1990s to develop a significant fertilizer presence in the People’s Republic of China. Since the mid-1990s, Cargill has developed and expanded its fertilizer distribution businesses in the world’s largest phosphate market, both by growing businesses owned solely by Cargill, as well as through the formation of alliances with local strategic Chinese partners who Crop Nutrition believes are well positioned to promote business growth and service the needs of the Chinese fertilizer market.

 

Bonded Warehouse Program

 

Cargill Hong Kong Ltd., an affiliate of Cargill and a portion of whose operations are part of the Cargill Fertilizer Businesses, began distributing DAP as an agent for the Phosphate Production segment throughout China in 1990. Acting as agent, Cargill Hong Kong Ltd. handles 600,000 to 800,000 tonnes of DAP annually through bonded warehouse programs in China. Over the years, Cargill’s bonded warehouse program has become recognized as a premium customer solution offering to the Chinese fertilizer markets.

 

Chinese importers, including central agencies, provincial governments and city-level entities, are able to pull fertilizer products from strategically located bonded warehouses at Chinese ports. The bonded warehouse program is attractive to Chinese importers because it permits customers to purchase product on a just-in-time basis, reducing market risks from both large vessel purchases and long ocean voyages.

 

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As a customer and quality assurance service, Cargill Hong Kong Ltd. handles and manages the supply chain deliveries for fertilizer vessels until discharged in China, and also acts as a bagging, warehousing and dispatch liaison in moving fertilizer products onto trucks or railcars. Today, Cargill operates bonded warehouses at five ports throughout mainland China.

 

Since the early 1990s, Cargill has built a brand presence in China, which the Cargill Fertilizer Businesses believe has allowed Cargill to be viewed as a premium supplier of products in the Chinese market. During the three-year period following the closing, Mosaic will be permitted to continue to use the Cargill name on a royalty-free basis. The bonded warehouse program is operated by employees of the Cargill Fertilizer Businesses from their Hong Kong and Beijing offices.

 

The Hong Kong office employs approximately 10 people.

 

Tianjin Cargill Fertilizer Co. Ltd.

 

Tianjin Cargill Fertilizer Co. Ltd. (Tianjin Cargill) is a joint venture formed in 1996 among Cargill Asia Pacific Limited (52.5%), Cargill Investment (China) Limited (37.5%) and Tianjin Zhongjia Agricultural Means of Production Limited Liability Co. (10%).

 

Tianjin Cargill’s bulk blending facility, which was commissioned in 1996, culminated a two-year effort to develop a market for bulk blends in the region through a series of field experiments, farmer meetings and other promotional activities. Located in Tianjin, Tianjin Cargill’s bulk blending facility has an annual capacity of approximately 80,000 tonnes, and primarily uses granular urea, MAP and potash as raw materials for production.

 

Tianjin Cargill each year sells approximately 25,000 tonnes of high analysis blends in the north, 25,000 tonnes in the northeast, and 25,000 tonnes in the northwest regions of China. Tianjin Cargill also provides agricultural services to corn, wheat, vegetable and fruit farmers along the Beijing-Tianjin corridor and in other nearby provinces.

 

Tianjin Cargill employs approximately 60 people in its fertilizer operations.

 

Cargill Fertilizer (Yantai) Co. Ltd.

 

In 2000, Cargill continued its in-country growth strategy when Cargill Investments (China) Limited formed Cargill Fertilizers (Yantai) Co., Ltd. (Yantai Cargill). Yantai Cargill owns and operates a 120,000 tonnes per year bulk blending facility in the port of Yantai, China, which was recently upgraded in 2004, and represents Cargill’s second investment in a bulk blending operation in China. Yantai Cargill primarily uses granular urea, DAP, MAP, single superphosphate (SSP) and potash as raw materials to formulate blends tailored to specific soil and crop requirements.

 

Yantai Cargill produces and sells bulk blend fertilizers and provides agricultural services in the Shangdong (approximately 60,000 tonnes) and Fujian (approximately 10,000 tonnes) provinces of China, with an increasing trend in volume. Yantai Cargill also acts as a sales agent for other Cargill operations in China as well as for other foreign owned fertilizer plants. Yantai Cargill’s agency volume is approximately 30,000 tonnes per year.

 

Yantai Cargill employs approximately 90 people in its fertilizer operations.

 

Jiangsu Cargill Agricultural Means of Production Co. Ltd.

 

In 2003, Cargill continued its investment in the interior of China by forming Jiangsu Cargill Agricultural Means of Production Co. Ltd. (Jiangsu Cargill). Jiangsu Cargill owns and operates a 170,000 tonne per year

 

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NPK compound fertilizer production facility in the Jiangsu Province of China. Jiangsu Cargill is a joint venture among Cargill Investments (China) Limited (59%), Cargill Asia Pacific Limited (1%), Jiangsu Huantai Fertilizers Co., Ltd. (39%) and Jiangsu Huantai Group Company (1%).

 

Jiangsu Cargill produces and sells NPK compounds to the seven China provinces along the Yangtze River and to northern China through other Cargill operations. There is an increasing trend of consumption of NPK compound fertilizer in China. Jiangsu Cargill’s plant sells its products using both Cargill and Huantai brand names to cater to different market segments. The plant is located on the banks of the Yangtze River where the operation is able to ship product using barges and realize lower transportation costs.

 

Jiangsu Cargill uses urea, SSP, MAP, potash and ammonium chloride and other fertilizers in the production of its NPK compounds. The plant sources most of the raw materials domestically from local producers.

 

Jiangsu Cargill employs approximately 200 people in its fertilizer operations.

 

India

 

Crop Nutrition serves as the marketing agent for the Phosphate Production segment in India. Crop Nutrition operates a marine terminal at Rozy, Jamnagar on the west cost of India and is the wholesale distributor of Cargill brand fertilizers within the country.

 

Crop Nutrition serves three customer segments and markets approximately 320,000 tonnes of phosphate products per year in the Indian market. The first customer segment represents national account customers who typically are large established fertilizer producers or marketers in India. The second customer segment is a joint marketing program with Tata Chemicals Limited. Crop Nutrition jointly distributes fertilizer through the Tata Chemicals’ retail network and under its own brand name. The third customer segment represents in-country distribution. Crop Nutrition supplies a line of Cargill brand fertilizers to farmers through a network of wholesale and retail distributors in the northern and western states of India.

 

In the last two years, fertilizer companies, including Cargill, have faced challenges in India due to the uncertainty caused by the Indian government’s DAP subsidy policies. Recent policies have nearly closed the door to DAP imports and favored domestic producers who fabricate DAP from imported raw materials or intermediate products. As a result, domestic fabrication capacity has more than doubled during the last five years.

 

Crop Nutrition’s operations in India employ approximately 20 people.

 

Thailand

 

Crop Nutrition began distributing fertilizer in Thailand with the opening of a 140,000 tonne warehouse and bulk blending facility at Sriracha in April 1997. The Sriracha plant, located approximately 60 miles south of Bangkok near the deep-water port of Siam, operates as a business unit of Cargill Siam Limited, a wholly owned subsidiary of Cargill. Crop Nutrition produces and sells approximately 90,000 tonnes of bulk blends and distributes another 50,000 tonnes of straight fertilizers in Thailand each year.

 

Crop Nutrition markets bulk-blended products, ranging from standard blends to premium brands, to various segments in the Thai market. Materials for blending include urea, DAP, potash and ammonium sulphate. These raw materials typically are imported from Malaysia, Australia and Canada through Crop Nutrition’s Hong Kong office.

 

Crop Nutrition’s operations in Thailand employ approximately 38 people.

 

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Ukraine

 

Crop Nutrition opened a small bulk blending plant in the Donetsk oblast of the Ukraine in 1997. In June 2002, Crop Nutrition opened a second bulk blending line at the Donetsk facility. The expansion nearly doubled the size of the plant, increasing its capacity from 240 tonnes per day to 440 tonnes per day. The facility offers a full line of tailor-made blends and also provides important services such as soil testing and agronomic consulting. Nitrogen, phosphate and potash raw materials are sourced from producers in Ukraine, Russia and Belarus.

 

Crop Nutrition’s operations in the Ukraine employ approximately 11 people.

 

Brazil Fertilizer

 

The Brazil Fertilizer segment began in 1993 when Cargill Agricola, S.A. (Cargill Agricola), parent company of Cargill Fertilizantes, S.A. (Cargill Fertilizantes), constructed a liquid fertilizer blending plant and warehouse located at Monte Alto, which remains in operation today. Since the late 1990s, Cargill has expanded its fertilizer presence in Brazil through the acquisition of majority ownership in Solorrico, S.A. (Solorrico) and Fertiza, S.A. (Fertiza), as well as by continuing to invest in the construction and development of additional domestic fertilizer businesses and assets. Today Cargill Fertilizantes is the second largest producer and distributor of blended fertilizers for agricultural use in Brazil. Cargill’s fertilizer operations, together with its minority investments in Brazilian fertilizer companies, give Cargill Fertilizantes a significant presence in the Brazilian fertilizer market.

 

Net sales to external customers for Brazil Fertilizer were $526 million, $383 million and $414 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Gross profit for Brazil Fertilizer was $55 million, $45 million and $57 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Total assets for Brazil Fertilizer were $403 million, $351 million and $410 million at May 31, 2004, 2003 and 2002, respectively.

 

The Brazil Fertilizer segment employs approximately 1,218 people.

 

Production and Properties

 

In July 1999, Cargill Agricola acquired approximately a 72% ownership interest in Solorrico and in October 2000, it acquired approximately an 80% ownership interest in Fertiza. Solorrico and Fertiza were two Brazilian fertilizer businesses that actively operated in the Brazilian market since the 1950s. In November 2001, Cargill Agricola merged Fertiza into Solorrico and changed the surviving entity’s name to Cargill Fertilizantes, S.A., which is the trade name under which the combined businesses operate today. After this merger, Cargill Agricola from time to time acquired additional outstanding shares of Cargill Fertilizantes, with the remaining outstanding shares acquired by Cargill Agricola in September 2003, making Cargill Fertilizantes a wholly owned subsidiary of Cargill Agricola.

 

Through these acquisitions, Cargill acquired controlling interest in significant fertilizer producers and distributors in central and southern Brazil. Today, Cargill Fertilizantes operates two large bulk blending plants in Cubatao and Uberaba, a single superphosphate plant, an NPK plant and a feed phosphate plant in Cubatao, and distributed approximately 2.4 million tonnes of fertilizer in Brazil, accounting for 10.5% of the 22.8 million tonne market in calendar year 2003.

 

Cargill’s acquisition of Fertiza in 2000 also included Fertiza’s 62.05% ownership interest in Fospar, S.A. (Fospar) and a 45% ownership interest in IFC, S.A. (IFC). Fospar operates two major assets located in

 

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Paranagua, including a single superphosphate granulation plant, which was upgraded by Fospar in 2003, and a deep-water fertilizer import and throughput warehouse terminal facility, both serving the state of Parana and the Cerrados Region. IFC’s operations include a blending and storage facility in Cubatao, supporting the sale of fertilizer products in Sao Paulo, Mato Grosso and Mato Grosso de Sul states.

 

Since acquiring Fertiza in 2000, Cargill Fertilizantes (including Fospar) has invested through March 2004 approximately $48 million in improving facilities, adding blenders and upgrading production capacity.

 

The Solorrico and Fertiza acquisitions collectively provided Cargill with an approximate one-third ownership interest in Fertifos, S.A. (Fertifos), a Brazilian holding company that controls (i) 55.63% of Fosfertil, S.A. (Fosfertil) the largest domestic phosphate based fertilizer manufacturer which operates a phosphate rock mine and phosphate processing facility, and (ii) Ultrafertil, S.A. (Ultrafertil), a significant domestic nitrogen company wholly owned by Fosfertil which operates two nitrogen plants and a modern port facility at Santos as well as a phosphate rock mine and two smaller phosphate processing facilities. In addition to its equity ownership in Fosfertil, Cargill Fertilizantes also has an off-take agreement whereby it agrees to purchase approximately 249,000 tonnes of phosphates and 118,000 tonnes of nitrogen from Fosfertil each year for use by Cargill Fertilizantes in its Brazilian bulk-blending operations.

 

The diagram below illustrates the current ownership structure of Cargill’s Brazilian fertilizer business:

 

LOGO

 

Saskferco

 

The Saskferco segment represents the Cargill Fertilizer Businesses’ 50% ownership interest in Saskferco Products, Inc., a world-scale and energy-efficient Saskatchewan based nitrogen joint venture. The remaining 50% ownership interest in Saskferco is owned by Investment Saskatchewan, Inc. (49%) and Citibank Canada (1%).

 

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Net sales for Saskferco were $224 million, $196 million and $173 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Equity in net earnings of Saskferco was $12 million, $7 million and $0.2 million for the fiscal years ended May 31, 2004, 2003 and 2002, respectively.

 

Total assets of Saskferco were $390 million, $386 million and $381 million at May 31, 2004, 2003 and 2002, respectively.

 

Principal Products

 

The principal products of the Saskferco segment include the following:

 

Anhydrous Ammonia . Anhydrous ammonia is a high analysis nitrogen product that is used both as a direct application fertilizer mostly in North America as well as the building block for most other nitrogen products, such as urea. Ammonia, a gas at normal temperatures and pressures, is stored and transported as a liquid either under pressure or in refrigerated vessels. Farmers inject ammonia into the soil as a gas. Ammonia is a low cost source of nitrogen in markets with well-developed distribution infrastructures and specialized application equipment. For example, underground pipelines connect plants in the southern United States to terminals in the Corn Belt. The 82% nitrogen content of anhydrous ammonia more than offsets the higher costs of storage, transportation and application in areas near production facilities or distribution terminals. Rapidly escalating costs for regulatory compliance and liability insurance have diminished the advantage of ammonia over other nitrogen products during the past few years in North America.

 

Urea and Feed Grade Urea . Solid urea is the most widely used nitrogen product in the world. Urea solution first is produced by reacting anhydrous ammonia with carbon dioxide (CO 2 ) at high pressure. Solid urea then is formed using standard prill-tower or granulation processes. Granular urea is larger and harder than prilled urea and often is physically mixed with phosphate and potash products to make blends that meet specific soil and crop requirements. Saskferco produces high quality fertilizer grade granular urea and beginning in November 2003, a feed grade urea marketed under the MicroGran brand.

 

Urea Ammonium Nitrate (UAN) Solution . UAN solution is the most widely used liquid fertilizer worldwide. UAN solution is produced by combining urea solution, ammonium nitrate solution and water. It contains between 28% and 32% nitrogen. UAN solution is an ideal fertilizer for no-till or reduced tillage operations as well as for some irrigation systems. UAN solution also provides an excellent medium for the uniform application of many secondary and micronutrients. The distribution of UAN solution requires specialized infrastructure and equipment for the storage, transportation and application of liquid product.

 

Production and Properties

 

Saskferco’s nitrogen plant, located near Belle Plaine, Saskatchewan, has the capacity to produce approximately 1,860 metric tons of anhydrous ammonia, 2,850 tonnes of granular urea solution, and 650 tonnes of UAN liquid fertilizer solution per day. Saskferco produces granular urea, 28% UAN solution and anhydrous ammonia for nitrogen fertilizer customers primarily in western Canada and the northern tier of the United States. Saskferco’s plant was commissioned in August 1992 and began commercial operations in October 1992. Saskferco invested CAN $47 million to expand and improve production effectiveness at its production plant in 1997. Cargill is the exclusive marketing agent for Saskferco’s products.

 

The growth in nitrogen demand in western Canada and northern tier states of the U.S. since 1992 has enabled Saskferco to market an increasing share of its output into core markets that are located within a few hundred miles of the facility. Saskferco built an 80,000 tonne urea warehouse at Carmen, Manitoba in 2001 to better serve customers in its core market. The facility provides next-day delivery of granular urea to customers

 

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in Manitoba, North Dakota and the Red River Valley of Minnesota. Saskferco has a 120,000 metric ton urea warehouse and a 20,000 tonne anhydrous ammonia tank at Belle Plaine.

 

Saskferco employs approximately 140 people at its operations in Belle Plaine and corporate headquarters in Regina, Saskatchewan.

 

Seasonality

 

Sales of fertilizer products by the Cargill Fertilizer Businesses to agricultural customers are typically seasonal in nature and usually result in the Cargill Fertilizer Businesses’ generating a greater amount of net sales and operating income in the spring. However, quarterly results can vary significantly from one year to the next due primarily to weather-related shifts in planting schedules and purchasing patterns, as well as the relationship between natural gas and nitrogen product prices. In addition, the seasonal nature of the Cargill Fertilizer Businesses requires significant working capital for inventory in advance of the spring planting season.

 

Competition

 

Because fertilizers are global commodities available from numerous sources, fertilizer companies compete primarily on the basis of delivered price. Other competitive factors include product quality, customer service, plant efficiency and availability of product. As a result, markets for our products are highly competitive. The Cargill Fertilizer Businesses compete with a broad range of domestic and international producers, including farmer cooperatives, subsidiaries of larger companies, integrated energy companies, and independent fertilizer companies. Foreign competitors often have access to cheaper raw materials or are owned or subsidized by their governments and, as a result, may have cost advantages over domestic companies. Additionally, foreign competitors are frequently motivated by non-market factors such as the need for hard currency.

 

Compliance with Environmental Regulations

 

The operations of the Cargill Fertilizer Businesses are subject to foreign, federal, state and local laws and regulations pertaining to the environment, among which are the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Toxic Substances Control Act, and various other foreign, federal and state statutes. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions. Additionally, the facilities operated by the Cargill Fertilizer Businesses require operating permits that are subject to review by governmental agencies.

 

The Cargill Fertilizer Businesses have received notices from governmental agencies alleging that we are a potentially responsible party at certain sites under CERCLA or other environmental cleanup laws. The Cargill Fertilizer Businesses are aware of additional sites for which we may receive such notices in the future. Some of these sites may require the Cargill Fertilizer Businesses to expend significant amounts for cleanup costs. The remedial liability relating to these sites is not expected to have a material adverse effect on the business, financial condition or results of operations of the Cargill Fertilizer Businesses. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

 

Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to the operations of the Cargill Fertilizer Businesses may require substantial capital expenditures and may have a material adverse effect on our business, financial condition and results of operations.

 

The Cargill Fertilizer Businesses hold numerous governmental environmental, mining and other permits and approvals authorizing operations at many of our facilities. A decision by a government agency to deny or delay

 

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issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on the ability of the Cargill Fertilizer Businesses to continue operations at the affected facility. Any future expansion of existing operations of the Cargill Fertilizer Businesses also is predicated upon securing the necessary environmental or other permits or approvals.

 

Over the next several years, the Cargill Fertilizer Businesses will be continuing efforts to obtain permits in support of anticipated Florida mining operations at certain properties. These properties contain significant phosphate rock reserves. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent the Cargill Fertilizer Businesses from mining at these properties and thereby have a material adverse effect on the business, financial condition and results of operations of the Cargill Fertilizer Businesses.

 

In many cases, as a condition to procuring such permits and approvals, the Cargill Fertilizer Businesses are required to comply with financial assurance regulatory requirements. The purpose of these requirements is to assure the government that sufficient company funds will be available for the ultimate closure, post-closure care and/or reclamation of the facilities of the Cargill Fertilizer Businesses. The Cargill Fertilizer Businesses currently satisfy these financial assurance requirements without the need for any material expenditure of corporate funds through issuance of a financial assurance letter and guarantee from Cargill. The regulations governing financial assurance in Florida are currently in the rulemaking process and there can be no guarantee that Mosaic, after the transactions, will comply with such regulations on the closing date or that it will be able to do so in the future.

 

Financial Information About Foreign and Domestic Sales and Operations

 

The amount of revenue attributable to the sales by the Cargill Fertilizer Businesses to foreign and domestic markets over the last three fiscal years and the carrying value of the foreign and domestic assets of the Cargill Fertilizer Businesses is set forth under Note 13 “Segment Information” contained in the Notes to Consolidated Financial Statements beginning on page F-22 of this proxy statement/prospectus.

 

Legal Proceedings

 

In December 2003, the Mulberry and Bartow Phosphate Production facilities in Florida were inspected by the United States Environmental Protection Agency (USEPA). Since the inspection, USEPA has requested additional information, under RCRA Section 3007, regarding the hazardous waste handling practices at each facility. Both facilities have provided detailed answers to those requests. Additionally, USEPA has provided an inspection report identifying certain potential violations at the Mulberry facility. USEPA has not provided an inspection report for the Bartow facility at this time. An official with the Florida Department of Environmental Protection has informally advised the Cargill Fertilizer Businesses that it was likely that USEPA would initiate a regulatory enforcement action against the Cargill Fertilizer Businesses for certain aspects of the facilities’ hazardous waste handling practices. Typically, these types of actions can result in a required modification of the Cargill Fertilizer Businesses’ waste handling procedures, the imposition of monetary penalties, or both.

 

The Cubatao Public Prosecution Office (Brazil), jointly with OIKOS – UNIÃO DOS DEFENSORES DA TERRA (Defenders of the Earth Union), filed a suit on January 15, 1986 against several companies, including a facility operated by the Cargill Fertilizer Businesses in the Cubatao valley in Brazil. The plaintiffs sought redress for the companies’ alleged continuous discharge of pollutants into the atmosphere, which they assert would have caused, among other damage, degradation and the perishing of a considerable part of the vegetation cover in the slopes of the Serra do Mar mountain range. Review of this matter by a court-appointed expert panel is pending with no set deadline.

 

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The State of Paraná Public Prosecution Service has prepared penal charges against Fospar and former directors and employees of Fospar on April 10, 2003, alleging that they caused pollution by allowing rainwater to discharge solid residues of phosphatic rock from an outdoor storage area through a rainwater drainpipe into a mangrove area, thus causing contamination to an environmentally protected area. The alleged acts occurred in January 1999, prior to the Cargill Fertilizer Businesses’ acquisition of its interest in Fospar through the Fertiza acquisition which occurred in October 2000. Although it has been named in the charges, Fospar has not received a citation to date and is therefore not yet an official party to the proceeding. The Cargill Fertilizer Businesses are continuing to evaluate the matter.

 

On January 30, 2004, a lawsuit was filed in the Court of Chancery for New Castle County in Wilmington, Delaware by a common stockholder of IMC on behalf of a purported class of all stockholders of IMC. Named as defendants in the complaint are IMC, all members of IMC’s board of directors and Cargill. The plaintiff alleges, among other things, that the individual defendants breached their fiduciary duties of care and loyalty to IMC’s common stockholders by, among other things, failing to conduct an auction or otherwise checking the market value of IMC before voting to approve the merger and contribution agreement, and that the merger consideration to be received by the IMC common stockholders is inadequate because, among other things, it is less than the “intrinsic value” of the IMC common stock and it does not offer a premium to the IMC common stockholders. The lawsuit seeks, among other things, to enjoin or rescind the transactions or, alternatively, to recover unspecified damages and costs. The defendants have secured an extension of the time to answer or otherwise plead to the complaint.

 

On February 24, 2004, a second lawsuit, similar to the lawsuit described above, was filed in the Court of Chancery for New Castle County in Wilmington, Delaware. On March 17, 2004, the Court of Chancery consolidated these two lawsuits and named the complaint in the lawsuit described in the previous paragraph as the operative complaint for the consolidated lawsuit. Cargill and IMC believe that the consolidated lawsuit is without merit and intend to defend vigorously against it.

 

An action was brought against Fospar, S.A. and the Brazilian Institute for the Environment and Renewable Natural Resources (“IBAMA”) by the Parana Public Prosecution Service in August 1999 seeking to cause Fospar to suspend any work or activities that might result in full or partial elimination of a mangrove swamp in the area of a proposed maritime terminal and bulk pier. The action also sought to void the existing environmental licenses and authorizations and sought redress of environmental damage. The court initially granted injunctive relief; however, the injunction was later cancelled. A second action was subsequently brought by the Parana Public Prosecution Service in October 1999 against Fospar and IBAMA seeking to enjoin Fospar from carrying out any work or activities relating to dredging or intervention in the marine ecosystem that could cause an adverse environmental impact on the estuary, and to void all environmental licenses and authorizations issued for the company in relation to the setup of the proposed maritime terminal and bulk pier. It also sought redress of environmental damage. No injunctive relief was granted because of the status of the first case filed in August.

 

Shortly after the cases were filed in 1999, a federal judge ordered an expert environmental investigation relating to both cases. The results of the investigation were issued in October 2003 and were favorable to Fospar. Fospar, therefore, expected a favorable result in both cases because, in addition to the favorable results of the expert investigation, the injunctive relief had been cancelled and the maritime terminal and bulk pier had been constructed in compliance with applicable laws, licenses, and authorizations and had commenced operations in February 2001.

 

In July 2004, the federal court issued a consolidated ruling unfavorable to the defendants, including Fospar, finding that the request for canceling the licenses and authorizations was partially valid. Fospar and IBAMA were ordered to jointly pay R$22,800 (approximately US$7,600) plus monetary correction of Brazilian currency and 6% interest from the date of the alleged violation. Additionally, Fospar was ordered to pay two percent of its annual revenues for the five year period of 2000-2004. If upheld, Fospar estimates the liability could range from approximately US$742,000 to US$1,091,000. Fospar is appealing the monetary aspects of the ruling and the Public Prosecution Service has filed an appeal requesting that the maritime terminal and bulk pier built within the mangrove area be torn down and that the licenses and authorizations previously issued be cancelled.

 

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