MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion sets forth the material U.S. federal income tax consequences to a holder of Securities of an Approving Series arising from the adoption of the Amendments, the issuance of the Guarantees and the receipt of the Consent Payments, if any. This discussion is based on the Internal Revenue Code of 1986, as amended, its legislative history, applicable Treasury regulations, administrative interpretations and court decisions, each as in effect as of the date of this document, and all of which are subject to change, or change in interpretation, possibly with retroactive effect. No ruling regarding these matters has been or will be sought from the Internal Revenue Service, referred to as the IRS, and this discussion is not binding on the IRS.

This discussion does not address any aspects of U.S. federal taxation other than federal income taxation or any aspects of state, local or foreign taxation.

This discussion addresses only holders that hold Securities as capital assets and does not address all aspects of U.S. federal income taxation that may be relevant to a holder of such Securities in light of that holder’s particular circumstances or to a holder subject to special rules, such as:

For purposes of this discussion, a “U.S. holder” is any beneficial owner of Securities who or which is, for U.S. federal income tax purposes:

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of Securities who or which is not a U.S. holder or an entity treated as a domestic or foreign partnership.

Special rules, not discussed in this document, may apply to persons holding Securities through entities treated for U.S. federal income tax purposes as partnerships, and those persons should consult their own tax advisors in that regard.

Holders of Securities are urged to consult with a tax advisor regarding the tax consequences of the proposed Amendments, the Guarantees and the Consent Payments, if applicable.

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Approving Series

U.S. Holders

The tax treatment of a U.S. holder of Securities of an Approving Series, including a holder of any such series that did not deliver a consent, will depend initially upon whether any of the Amendments, the Guarantees or, in the case of the High-Yield Notes, the Consent Payments result in a deemed exchange of the Securities for new Securities for U.S. federal income tax purposes. If none of the Amendments, the Guarantees or the Consent Payments result in a deemed exchange with respect to the Securities, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes, and such holder will continue to have the same tax basis and holding period in the Securities.

Tax regulations specifically address whether or not the modification of the terms of a debt instrument will result in a deemed exchange of that debt instrument for U.S. federal income tax purposes. Generally, the modification of the terms of a debt instrument will be treated as a deemed exchange of an old debt instrument for a new debt instrument if such modification is a significant modification. Unless otherwise provided in specific provisions of the regulations, a modification is a “significant” modification only if, based on all the facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are “economically significant,” considering all modifications to the debt instrument collectively, other than modifications subject to specific provisions of the regulations, which include those described in the paragraph below.

The regulations provide specific rules regarding whether changes in the yield, the addition of a guarantee, or the addition, deletion or alteration of accounting or financial covenants of or with respect to a debt instrument will be a significant modification. A change in the yield of a debt instrument is a significant modification under the regulations if the yield of the modified instrument (determined by taking into account any payments made to the holder as consideration for the modification) varies from the yield on the unmodified instrument (determined as of the date of the modification) by more than the greater of 25 basis points or five percent of the annual yield of the unmodified instrument. The addition of a guarantee of a recourse debt instrument is not a significant modification unless the addition of the guarantee results in a change in payment expectations, which, under the regulations, is treated as occurring if there is a “substantial” enhancement of the obligor’s ability to meet its payment obligations under the debt instrument and that capacity was primarily speculative prior to the modification and is adequate after the modification. The regulations provide that a modification of a debt instrument that adds, deletes or alters customary accounting or financial covenants is not a significant modification. Modifications described in this paragraph, none of which separately would be a significant modification, will not collectively constitute a significant modification under the regulations.

In the event that the application of these regulations to the Amendments, the Guarantees or the Consent Payments results in a deemed exchange of the Securities of an Approving Series, no gain or loss will be recognized by a U.S. holder if the deemed exchange qualifies as a recapitalization for U.S. federal income tax purposes. To so qualify, both the Securities deemed surrendered and the new Securities deemed received must constitute “securities” for U.S. federal income tax purposes. The maturity of a debt instrument is an important, but not necessarily controlling, factor in determining whether it is a security for tax purposes. A recent IRS revenue ruling interprets applicable case law to mean that an instrument with an initial maturity of less than five years generally is not a security, and also concludes that a debt instrument with an initial maturity of two years is a security if it is issued in exchange for a security and represents a continuation of the security holder’s investment in substantially the same form. Some cases that are not discussed in the revenue ruling have held, however, that debt instruments with initial maturities greater than five years but less than ten years are not securities for U.S. federal income tax purposes. These cases create some uncertainty whether a deemed exchange of a Security with an initial maturity of less than ten years (specifically, the 10.875%

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Senior Notes due 2008, the 7.625% Notes due 2005 and the 6.55% Notes due 2005) would be treated as a recapitalization for U.S. federal income tax purposes.

In any deemed exchange that is treated as a recapitalization, a U.S. holder’s tax basis in the new Securities deemed received will equal the tax basis in the Securities deemed surrendered, and the holding period for such new Securities will include the holding period for the Securities deemed surrendered.

The gain recognized on a deemed exchange that is not a recapitalization will be the excess, if any, of the fair market value of the new Securities deemed received over the U.S. holder’s tax basis in the Securities deemed surrendered. To the extent that such fair market value exceeds the principal amount of the Securities, “amortizable bond premium” will result, which the U.S. holder may elect to amortize as an offset to the interest income on the Securities. The loss realized on a deemed exchange that is not a recapitalization will be the excess, if any, of the U.S. holder’s tax basis in the Securities deemed surrendered over the fair market value of the new Securities deemed received. A U.S Holder’s ability to recognize such a loss may be impeded by the so-called “wash sale” rules.

High-Yield Notes .    U.S. holders of High-Yield Notes should not have a deemed exchange as a result of the adoption of the Amendments, the issuance of the Guarantees or the receipt of the Consent Payments. In particular:

Other IMC Securities and PLP Notes .    U.S. holders of the Other IMC Securities or the PLP Notes should not have a deemed exchange as a result of the adoption of the Amendments or the issuance of the Guarantees. (Holders of these Securities are not entitled to Consent Payments.) In particular:

The conclusion that the adoption of the Amendments, the receipt of the Consent Payments and the issuance of the Guarantees should not result in a deemed exchange of any of the Securities is necessarily based on assumptions, stated in the preceding discussion, of facts on the Operative Date that cannot be verified prior to that time. Although IMC believes these assumptions to be reasonable, any inaccuracy in these assumptions as of the Operative Date could cause the U.S. federal income tax consequences of the adoption of the Amendments, the receipt of the Consent Payments or the issuance of the Guarantees to differ from those described above.

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Non-U.S. Holders

The tax treatment of a non-U.S. holder of Securities of an Approving Series, including a holder of any such series that did not deliver a consent, will depend initially upon whether any of the Amendments, the Guarantees or, in the case of the High-Yield Notes, the Consent Payments result in a deemed exchange of the Securities for new Securities for U.S. federal income tax purposes, as described under “—U.S. Holders.” If none of the Amendments, the Guarantees or the Consent Payments result in a deemed exchange with respect to the Securities, a non-U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes, and such holder will continue to have the same tax basis and holding period in the Securities.

If any of the Amendments, the Guarantees or the Consent Payments result in a deemed exchange with respect to the Securities that does not qualify as a recapitalization for U.S. federal income tax purposes as described under “—U.S. Holders,” a non-U.S. holder nevertheless will not be subject to U.S. federal income tax on gain, if any, realized on such deemed exchange unless:

In addition, if the non-U.S. holder is a foreign corporation engaged in a trade or business in the United States to which such gain is effectively connected, it may be subject to a branch profits tax equal to 30%, or a lower treaty rate as may be provided in an applicable treaty, of its effectively connected earnings and profits for the taxable year, subject to a number of adjustments.

Consent Payments

U.S. holders .    The tax consequences of a U.S. holder’s receipt of the Consent Fee and, if applicable, the Early Consent Premium are uncertain. IMC intends to treat all Consent Payments as ordinary income, taxable to a U.S. holder in the full amount of the payment, without reduction by any portion of the holder’s tax basis in the Securities. U.S. holders should consult their own tax advisors as to possible alternative treatments of the Consent Payments.

Non-U.S. holders .    The tax consequences of a non-U.S. holder’s receipt of the Consent Fee and, if applicable, the Early Consent Premium are uncertain. IMC intends to treat all Consent Payments as fixed or determinable, annual or periodical income from a U.S. source and withhold U.S. federal income tax at a rate of 30% from any Consent Payments paid to a non-U.S. holder, unless (i) the non-U.S. holder is engaged in the conduct of a trade or business in the United States to which the receipt of the Consent Payments is effectively connected and provides a properly executed IRS Form W-8ECI or (ii) a U.S. tax treaty either eliminates or reduces such withholding with respect to the Consent Payments paid to the non-U.S. holder and the non-U.S. holder provides a properly executed IRS Form W-8BEN (claiming exemption or reduction under an applicable treaty). If such withholding results in an overpayment of taxes, a non-U.S. holder may obtain a refund or credit, provided that the required information is furnished to the IRS.

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Information Reporting and Backup Withholding

U.S. holders.     With respect to the receipt of the Consent Fee and, if applicable, the Early Consent Premium, noncorporate U.S. holders of the High-Yield Notes generally will be subject to information reporting and might be subject to backup withholding of U.S. federal income tax at a rate of 28%. Backup withholding will apply only if the U.S. holder:

Information reporting and backup withholding will not apply to any deemed exchange arising from the adoption of the Amendments, the issuance of the Guarantees or the receipt of the Consent Payments.

Backup withholding is not an additional tax. The amount of any backup withholding will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle the holder to a refund if the required information is furnished to the IRS.

Non-U.S. holders .    With respect to the payment of the Consent Fee and, if applicable, the Early Consent Premium, non-U.S. holders of the High-Yield Notes generally will be subject to information reporting, but generally will not be subject to backup withholding.

Information reporting and backup withholding will not apply to any deemed exchange arising from the adoption of the Amendments, the issuance of the Guarantees or the receipt of the Consent Payments.

THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. HOLDERS OF SECURITIES ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC CONSEQUENCES TO THEM OF THE AMENDMENTS, THE GUARANTEES AND THE CONSENT PAYMENTS, IF APPLICABLE, INCLUDING THE APPLICABILITY OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS.

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DESCRIPTION OF THE CARGILL TRANSACTIONS

The combination of IMC with the Cargill Fertilizer Businesses resulted in a new combined public company, Mosaic. The following page sets forth diagrams illustrating the Cargill transactions and the structure of Mosaic.

Under the terms of the merger and contribution agreement, IMC merged with GNS Acquisition Corp., a wholly owned subsidiary of Mosaic, on October 22, 2004 and became a wholly owned subsidiary of Mosaic. In that merger, referred to as the Cargill merger, IMC’s common stockholders received one share of Mosaic common stock for each share of IMC common stock owned. In addition, holders of shares of IMC 7.50% preferred stock received one share of Mosaic 7.50% preferred stock for each share they held. The merger and contribution agreement also provided for Cargill and its affiliates to contribute equity interests in entities owning the Cargill Fertilizer Businesses to Mosaic immediately prior to the Cargill merger, referred to as the Cargill contribution. In consideration for the Cargill contribution, Cargill and its affiliates received shares of Mosaic common stock, plus shares of Mosaic Class B common stock. Immediately following the completion of the transactions contemplated by the merger and contribution agreement:

At the time of the Cargill merger, IMC Global Inc. changed its legal name to Mosaic Global Holdings Inc.

Merger and Contribution Agreement

A summary of the material terms of the merger and contribution agreement is contained in Mosaic’s Registration Statement on Form S-4 (Registration No. 333-114300) filed with the SEC in connection with the Cargill transactions. In addition, the merger and contribution agreement was filed as an exhibit to Mosaic’s Current Report on Form 8-K dated October 28, 2004. Please see “Where You Can Find More Information” for information on how you can access a copy of that Registration Statement and Current Report on Form 8-K on the SEC’s Internet website.

Change of Control Offer to Purchase the High-Yield Notes

The High-Yield Indentures contain a provision requiring IMC to offer to purchase all of the outstanding High-Yield Notes upon a change of control of IMC at 101% of the principal amount thereof (plus accrued and unpaid interest). The completion of the Cargill transactions resulted in a change of control of IMC under the terms of the High-Yield Indentures. IMC intends to make the required offer to purchase the outstanding High-Yield Notes within the time period required by the High-Yield Indentures. It is possible that IMC will not have sufficient funds available to make the required purchases of the High-Yield Notes. In such case, IMC may be required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may not be available on terms favorable to IMC. Failure to make the required purchases would cause IMC to be in default under the High-Yield Indentures, and would also constitute a default under IMC’s and Mosaic’s respective credit facilities.

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Structure of the Cargill Transactions

Set forth below are diagrams that illustrate the Cargill transactions and the structure of Mosaic immediately following the completion of the Cargill transactions:

THE CARGILL TRANSACTIONS

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Investor Rights Agreement Between Mosaic and Cargill

The following summary of the investor rights agreement is qualified in its entirety by reference to the complete text of the investor rights agreement, which is an exhibit to the registration statement of which this prospectus forms a part.

Concurrently with the execution of the merger and contribution agreement, Cargill entered into an investor rights agreement with Mosaic. The investor rights agreement became effective on the effective date of the Cargill transactions.

Cargill has agreed with Mosaic not to buy or sell Mosaic’s stock as follows:

“Voting securities,” as used in the investor rights agreement, means Mosaic’s common stock, Mosaic’s Class B common stock, shares of any other class of capital stock of Mosaic entitled to vote generally in the election of directors of Mosaic and any securities convertible or exchangeable into or for any shares of capital stock of Mosaic and any rights or options to acquire any of the foregoing.

During the standstill period, with respect to each election of directors of Mosaic, Cargill has agreed to take (including causing its representatives or designees on Mosaic’s board of directors to take) all commercially reasonable actions to cause the slate of nominees recommended by the Mosaic board of directors to the Mosaic stockholders to include:

Cargill has also agreed to vote, during the standstill period, the voting securities held by it for the slate of director nominees recommended by the Mosaic board of directors, and against any alternative slate of director nominees.

Any vacancy in the Mosaic board of directors during the standstill period will be filled either by the remaining Cargill Directors, if the departing director was a Cargill Director, or by the remaining IMC Directors, if the departing director was an IMC Director.

Also during the standstill period, Mosaic and Cargill have agreed to take all commercially reasonable actions to cause Mosaic’s board of directors to be classified into three classes as follows: (1) Class I being comprised of two Cargill Directors and one IMC Director; (2) Class II being comprised of three Cargill Directors and two IMC Directors; and (3) Class III being comprised of two Cargill Directors and one IMC Director. The investor rights agreement also provides for the following relating to the composition of Mosaic’s board of directors and the committees thereof during the standstill period:

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“Non-associated director,” as used in the investor rights agreement, means a member of Mosaic’s board of directors who would have been considered an independent director of each of Cargill, IMC and Mosaic immediately prior to the effective date of the Cargill transactions under the rules and regulations of each of the SEC and the New York Stock Exchange.

Cargill and Mosaic have agreed to take (including, in the case of Cargill, causing its representatives or designees on Mosaic’s board of directors to take) all commercially reasonable actions to cause the certificate of incorporation and/or bylaws of Mosaic to contain provisions providing for the following during the standstill period:

In addition, during the standstill period, Cargill has agreed not to initiate, propose or otherwise support or vote in favor of any amendment to Mosaic’s certificate of incorporation or bylaws that would conflict with its agreement to cause Mosaic’s certificate of incorporation and/or bylaws to contain the provisions described above.

Under the provisions of the investor rights agreement, Cargill has the right to designate the chairman, chief executive officer and president of Mosaic and Mosaic has agreed to take all commercially reasonable actions to cause such individual to be elected as a member of the governance committee of the Mosaic board of directors. These provisions only remain in effect during the standstill period.

Cargill has agreed with Mosaic that, during the standstill period, it will not take specified actions as a stockholder of Mosaic, including:

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Pursuant to the terms of the investor rights agreement, during the standstill period, Cargill has agreed to vote all of the voting securities of Mosaic held by it in accordance with the recommendation of the Mosaic board of directors with respect to all matters submitted to the vote of Mosaic’s stockholders which have been proposed by any stockholder and which affect or regard the compensation or benefits of Mosaic’s directors, officers or employees or relate to matters concerning the continued publicly traded nature of Mosaic or any potential change in control of Mosaic, except that Cargill may vote its Mosaic voting securities as it determines in its discretion with respect to the following if presented at a meeting of stockholders:

During the standstill period, the terms of the investor rights agreement require that any commercial or other transaction, arrangement or agreement (or series of related transactions) between Cargill and its subsidiaries (other than Mosaic and its subsidiaries), on the one hand, and Mosaic and its subsidiaries, on the other hand, will require prior approval by a majority of the IMC Directors who are non-associated directors. With respect to any such transaction, arrangement or agreement (or series of related transactions), if the amount of payments from the Company or its affiliates to Cargill or its affiliates, or vice versa, does not exceed $5 million, the IMC Directors who are non-associated directors may delegate to one more of such directors the authority to approve the transaction, arrangement or agreement (or series of related transactions).

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During the seven-year period commencing on the effective date of the Cargill transactions, under the provisions of the investor rights agreement, any determination made by Mosaic of whether or not to pursue a claim for indemnification against Cargill under the terms of the merger and contribution agreement will be made by the IMC Directors who are non-associated directors.

The investor rights agreement provides that Cargill will cause its affiliates who own any stock of Mosaic to comply with the terms of the investor rights agreement during the standstill period. In addition, the investor rights agreement was amended on the effective date of the Cargill transactions to add Cargill’s subsidiaries, Cargill Fertilizer, Inc. and GNS I (U.S.) Corp., as parties thereto.

The investor rights agreement is governed by Delaware law.

Post-Closing Regulatory Matters

Post-closing antitrust review of the Cargill transactions remains pending in Brazil. Closing of the Cargill transactions was permitted to occur despite the ongoing Brazilian review. It is possible that the Brazilian antitrust authorities may seek regulatory concessions after completion of the Cargill transactions. In addition, at any time after completion of the Cargill 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 rescind the Cargill transactions or to seek divestiture of particular assets of the Cargill Fertilizer Businesses or IMC. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Also, the Canadian Commission of Competition has the ability to initiate proceedings before the Competition Tribunal for up to three years after closing of the Cargill transactions. A challenge to the Cargill transactions on antitrust grounds may be made by any of these persons and, if such a challenge is made, it is possible that Mosaic will not prevail.

Stockholder Litigation Relating to the Cargill Transactions

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 common 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 Cargill transactions or, alternatively, to recover unspecified damages and costs.

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 Delaware 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.

On August 20, 2004, the parties reached an agreement in principle to settle the class action litigation and subsequently executed definitive settlement documents which have been filed with, and are subject to the approval of, the Delaware Court of Chancery.

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DESCRIPTION OF THE PLP MERGER

Prior to the completion of the PLP merger, PLP was a publicly traded Delaware limited partnership controlled by IMC, in which IMC owned indirectly a 51.6% partnership interest. The remaining interests in PLP were publicly owned units representing limited partner interests and were traded on the New York Stock Exchange.

Under the terms of the PLP merger agreement, Phosphate Resource Partners Limited Partnership merged with and into Phosphate Acquisition Partners L.P. on October 19, 2004, with Phosphate Acquisition Partners L.P. surviving in the merger. In the PLP merger, each publicly owned unit of PLP was converted into the right to receive 0.2 shares of IMC common stock, which then became the right to receive Mosaic common stock as described below.

Upon consummation of the PLP merger, approximately 10,016,129 shares of IMC common stock were issued to the holders of the publicly owned units of PLP. Subsequently, upon consummation of the Cargill transactions, each share of IMC common stock issued in the PLP merger was converted into the right to receive one share of Mosaic common stock as part of IMC’s merger with GNS Acquisition Corp. Those shares of Mosaic common stock issued to former PLP unitholders constitute a portion of the 33.5% of the outstanding shares of Mosaic common stock owned by IMC’s former common stockholders.

PLP Merger Agreement

A summary of the material terms of the PLP merger agreement is contained in Mosaic’s Registration Statement on Form S-4 (Registration No. 333-114300) filed with the SEC in connection with the Cargill transactions. In addition, the PLP merger agreement was filed as an exhibit to IMC’s Current Report on Form 8-K dated March 17, 2004. Please see “Where You Can Find More Information” for information on how you can access a copy of that Registration Statement and Current Report on Form 8-K on the SEC’s Internet website.

Unitholder Litigation Relating to the PLP Merger

Four purported class action lawsuits have been filed in the Court of Chancery for New Castle County in Wilmington, Delaware against IMC, the General Partner and PLP and, in some cases, their respective boards of directors, by holders of PLP units. These lawsuits were consolidated into a single action by the Delaware Court of Chancery on August 23, 2004. These lawsuits generally allege that the defendants breached their fiduciary duties as a consequence of various public announcements made by IMC that it intended to make, or that it had made, a proposal to acquire all of the outstanding PLP units that it did not already own. The plaintiffs in these lawsuits, on behalf of a class of all unitholders of PLP (except for the defendants and their affiliates), seek, among other things, to enjoin the PLP merger or, to the extent that the PLP merger is consummated, to rescind the PLP merger, and monetary damages in an unspecified amount.

On August 20, 2004, the parties reached an agreement in principle to settle the class action litigation and subsequently executed definitive settlement documents which have been filed with, and are subject to the approval of, the Delaware Court of Chancery.

A more detailed description of these lawsuits is contained in IMC’s Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A, for the year ended December 31, 2003. See “Where You Can Find More Information” for information on how you can obtain a copy of IMC’s Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A.

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UNAUDITED PRO FORMA COMBINED CONDENSED

FINANCIAL DATA

The following unaudited pro forma combined condensed financial statements combine the historical consolidated balance sheets and statements of operations of the Cargill Fertilizer Businesses and IMC, giving effect to the Cargill transactions using the purchase method of accounting. Accounting principles generally accepted in the United States require that one of the companies party to the Cargill transactions be designated as the acquiror for accounting purposes. Cargill has been designated as the acquiror based on the fact that Cargill acquired 66.5% of the Mosaic common stock upon completion of the Cargill transactions.

The following unaudited pro forma combined condensed statements of operations assumes the Cargill transactions were effected on June 1, 2003. The following unaudited pro forma combined condensed balance sheet gives effect to the Cargill transactions as if they had occurred on August 31, 2004. The Cargill Fertilizer Businesses’ information for the year ended May 31, 2004 has been derived from the audited financial statements of the Cargill Fertilizer Businesses for that year. The Cargill Fertilizer Businesses statement of operations information for the three-month period ended August 31, 2004, and the balance sheet information at August 31, 2004, were derived from the unaudited financial information of the Cargill Fertilizer Businesses. IMC’s fiscal year ended December 31, 2003 differs from Mosaic’s fiscal year end by more than 93 days. The IMC statement of operations information for the twelve-month period ended March 31, 2004, the three-month period ended June 30, 2004, and the balance sheet information at June 30, 2004, was derived from the unaudited financial information of IMC. Mosaic has provided all the information set forth herein regarding the Cargill Fertilizer Businesses and its subsidiaries. IMC has provided all the information set forth herein regarding IMC and its subsidiaries. Neither Mosaic nor IMC assumes any responsibility for the accuracy or completeness of the information provided by the other party.

Please read this information together with the historical financial statements and related notes of the Cargill Fertilizer Businesses and IMC included or incorporated by reference in this prospectus.

The unaudited pro forma combined condensed financial information is provided for illustrative purposes only. The unaudited pro forma combined condensed financial statements do not reflect the effect of asset dispositions, if any, that may be required by order of regulatory authorities, restructuring charges that will be incurred to fully integrate and operate the combined organization more efficiently, or anticipated synergies resulting from the Cargill transactions. Because the plans for these activities have not yet been finalized, it is not possible to reasonably quantify the cost or impact of such activities. This unaudited pro forma combined condensed financial information is not necessarily indicative of the results of operations or financial position that would have been achieved if the businesses had been combined for the periods presented or the results of operations or financial position that Mosaic will experience now that the Cargill transactions have been completed.

For purposes of this pro forma analysis, the deemed purchase price for IMC (as described in the notes to the unaudited pro forma combined condensed financial statements) has been allocated based on a preliminary assessment of the fair value of the assets and liabilities of IMC. The pro forma statements of operations adjustments (as described in the notes to the unaudited pro forma combined condensed financial statements) reflect the estimated effects of depreciating and amortizing certain purchase accounting adjusted balances in property, plant and equipment, identifiable intangible assets and long-term debt over their estimated useful lives.

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See Notes to Unaudited Pro Forma Financial Statements

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See Notes to Unaudited Pro Forma Financial Statements

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NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

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Balance sheet adjustments:

Statement of operations adjustments:

Balance sheet adjustments:

Statement of operations adjustments:

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Summary of changes to equity

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