As filed with the Securities and Exchange Commission on April 19, 2011

Registration No. 333-172253

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GNS II (U.S.) Corp.

(Exact name of registrant as specified in its charter)


Delaware	2870	20-1026454
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3033 Campus Drive, Suite E490

Plymouth, Minnesota 55441

(800) 918-8270

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

c/o The Mosaic Company

Richard L. Mack, Esq.

Executive Vice President, General Counsel

and Corporate Secretary

3033 Campus Drive, Suite E490

Plymouth, Minnesota 55441

(763) 557-2851

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joseph H. Kaufman Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

William V. Fogg, Esq.

Cravath, Swaine & Moore LLP

825 Eight Avenue

New York, New York 10019-7475

(212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price per Share ⁽²⁾	Proposed Maximum Aggregate Offering Price⁽³⁾	Amount of Registration Fee⁽⁴⁾
Common Stock, par value $0.01 per share	82,500,000 shares	$83.32	$6,873,900,000	$798,059.79

(1)	Includes shares to be sold upon exercise, if any, of the underwriters’ over-allotment option. See “Underwriting.”

(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.

(3)	Pursuant to rule 457(c) under the Securities Act of 1933, as amended.

(4)	Previously paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by GNS II (U.S.) Corp., a wholly-owned subsidiary of The Mosaic Company, in connection with a proposed registered public offering of shares of its common stock by certain selling stockholders named herein. The offering and sale will be consummated immediately following, and is conditioned upon, a series of transactions pursuant to which The Mosaic Company and its subsidiaries will be reorganized and the registrant will become the new holding company parent for the operations of The Mosaic Company and its subsidiaries. Upon consummation of the reorganization, the consolidated assets and liabilities of the registrant will be identical to the consolidated assets and liabilities of The Mosaic Company prior to the reorganization, and the registrant will be renamed “The Mosaic Company.” Pursuant to a letter dated February 3, 2011 from the Office of the Chief Counsel of the U.S. Securities and Exchange Commission Division of Corporation Finance, after completion of the reorganization the registrant will be considered a successor to The Mosaic Company for certain purposes under both the Securities Act of 1933 and Securities Exchange Act of 1934.

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated April 19, 2011

Shares

LOGO

Common Stock

All of the shares of common stock are being sold by the selling stockholders. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Prior to the completion of this offering, we will engage in a series of reorganization transactions, resulting in a new holding company parent with an equity capital structure consisting of three classes of stock: common stock, class A common stock and class B common stock. The classes of stock will have the same economic rights. The class A common stock and the class B common stock will be subject to transfer restrictions, have conversion rights and class voting rights, and the class B common stock will have ten votes per share with respect to the election of directors. The consummation of this offering is conditioned upon the completion of the reorganization transactions. See “The Transactions” for further information.

The common stock of our predecessor is listed on The New York Stock Exchange under the symbol “MOS.” The last reported sale price of the common stock of our predecessor on April 18, 2011, was $73.82 per share. Following completion of the reorganization transactions, shares of our common stock are expected to be listed and traded on the New York Stock Exchange under the same symbol as our predecessor.

Price to
Public

Underwriting
Discounts and
Commissions

Proceeds to
Selling
Stockholders

Per Share

Total

The underwriters have an option to purchase a maximum of additional shares from the selling stockholders to cover over-allotments. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about , 2011.


Credit Suisse		J.P. Morgan		UBS Investment Bank

The date of this prospectus is , 2011.

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We, the selling stockholders and the underwriters are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.

TABLE OF CONTENTS


	Page
Basis of Presentation		i
Market and Industry Data		ii
Cautionary Statement Concerning Forward-Looking Statements		ii
Prospectus Summary		1
Risk Factors		9
Use of Proceeds		13
Price Range of Common Stock		13
Dividend Policy		13
Capitalization		14
The Transactions		15
Other Arrangements and Relationships between Mosaic and Cargill		33
Selling Stockholders and Security Ownership of Certain Beneficial Owners and Management		35
Description of Capital Stock		39
Shares Eligible for Future Sale		45
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders		47
Underwriting		50
Selling Restrictions		54
Legal Matters		66
Experts		66
Where You Can Find More Information		67
Annex A - Annual Report on Form 10-K for the year ended May 31, 2010		A-1
Annex B - Excerpts from the Definitive Proxy Statement Dated August 24, 2010		B-1
Annex C - Excerpts from the Annual Report to Stockholders for the year ended May 31, 2010		C-1
Annex D - Quarterly Report on Form 10-Q for the quarter ended August 31, 2010		D-1
Annex E - Quarterly Report on Form 10-Q for the quarter ended November 30, 2010		E-1
Annex F - Quarterly Report on Form 10-Q for the quarter ended February 28, 2011		F-1

BASIS OF PRESENTATION

We use a twelve-month fiscal year ending on May 31. Fiscal years are identified in this prospectus according to the calendar year in which they end. For example, “fiscal 2010” refers to the fiscal year ended May 31, 2010. This prospectus contains references to years 2011, 2010, 2009, 2008, 2007 and 2006, which represent fiscal years ending or ended May 31 of that respective year, unless the context otherwise requires.

As described in “The Transactions,” if the Merger (as defined herein) is consummated, GNS II (U.S.) Corp., currently a wholly-owned subsidiary of The Mosaic Company, will become the parent company of The Mosaic Company. Promptly following the Merger, GNS II (U.S.) Corp. will change its name to “The Mosaic Company” and The Mosaic Company will change its name to “MOS Holdings Inc.” In this prospectus, unless the context otherwise requires, references in this prospectus to “we,” “our,” “us” and “the Company” refer to (i) The Mosaic Company and its consolidated subsidiaries individually or in any combination prior to and without giving effect to the Transactions (as defined herein) or (ii) GNS II (U.S.) Corp. (which will be renamed The Mosaic Company)

and its consolidated subsidiaries individually or in any combination after giving effect to the Transactions. References to “Mosaic” refer to The Mosaic Company without its subsidiaries prior to and without giving effect to the Transactions. References to “GNS” refer to GNS II (U.S.) Corp. and its consolidated subsidiaries prior to and without giving effect to the Transactions and references to “MOS Holdings” refers to The Mosaic Company (which will be renamed “MOS Holdings Inc.”) after giving effect to the Transactions.

MARKET AND INDUSTRY DATA

This prospectus includes industry position and industry data and forecasts that we obtained or derived from internal company reports, independent third party publications, such as reports produced by the International Fertilizer Industry Association, FERTECON Limited and the United States Department of Agriculture, and other industry data. Some data are also based on our good faith estimates, which are derived from our internal company analyses or review of internal company reports as well as the independent sources referred to above. Although we believe that the information on which we have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and we have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Our internal company reports have not been verified by any independent source. Statements as to our industry position are based on market data currently available to us. While we are not aware of any misstatements regarding our industry data presented or incorporated by reference herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements about the Transactions (as defined herein), our capitalization following the Transactions, future strategic plans, other statements about future financial and operating results and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “continues,” “will,” “should,” “could,” “may” or the negative of these terms or words of similar meaning. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to:

•

risks and uncertainties arising from the possibility that the closing of the Transactions may be delayed or may not occur;

•

the expected timeline for completing the Transactions;

•

difficulties with realization of the benefits of the proposed Transactions;

•

the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions;

•

the level of inventories in the distribution channels for crop nutrients;

•

changes in foreign currency and exchange rates;

•

international trade risks;

•

changes in government policy;

•

changes in environmental and other governmental regulation, including greenhouse gas regulation and implementation of the U.S. Environmental Protection Agency’s numeric water quality standards for the discharge of nutrients into Florida lakes and streams;

•

further developments in the lawsuit involving the federal wetlands permit for the extension of our South Fort Meade, Florida, mine into Hardee County, including orders, rulings, injunctions or other actions by the court or actions by the plaintiffs, the Army Corps of Engineers or others in relation to the lawsuit, or any actions we may identify and implement in an effort to mitigate the effects of the lawsuit;

•

other difficulties or delays in receiving, or increased costs of, or revocation of, necessary governmental permits or approvals;

•

the effectiveness of our processes for managing our strategic priorities;

•

adverse weather conditions affecting operations in Central Florida or the Gulf Coast of the United States, including potential hurricanes or excess rainfall;

•

actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations, or Canadian resource taxes and royalties;

•

accidents and other disruptions involving our operations, including brine inflows at our Esterhazy, Saskatchewan, potash mine and other potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals; and

•

other risks and uncertainties discussed elsewhere in this prospectus.

Actual results may differ from those set forth in the forward-looking statements.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus. All written and oral forward-looking statements addressed in this prospectus are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

iii

PROSPECTUS SUMMARY

This summary highlights significant aspects of our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the section entitled “Risk Factors” and the historical financial data and related notes included elsewhere in this prospectus, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”

Our Company

We are one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients for the global agriculture industry. Through our broad product offering, we are a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. We serve customers in more than 40 countries. We mine phosphate rock in Florida and process rock into finished phosphate products at facilities in Florida and Louisiana. We mine potash in Saskatchewan, New Mexico and Michigan. We have other production, blending or distribution operations in Brazil, China, India, Argentina, and Chile, and have a strategic equity investment in a new phosphate rock mine in Peru. Our operations include the top four nutrient-consuming countries in the world.

Mosaic was formed in January 2004 to serve as the parent company of the business that was formed through the business combination of IMC Global Inc. and the fertilizer businesses of Cargill, Incorporated. Cargill is currently our majority stockholder, beneficially owning approximately 64% of our outstanding common stock.

•

Phosphates Segment—We are the largest integrated phosphate producer in the world and the largest producer of phosphate-based animal feed ingredients in the United States. We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally. Our Phosphates segment also includes our North American and international distribution activities. Our distribution activities include sales offices, port terminals and warehouses in the United States, Canada, and several other key international countries. In addition, the international distribution activities include blending, bagging and production facilities in Brazil and other countries. We accounted for approximately 13% of estimated global production and 56% of estimated North American production of phosphate crop nutrients during fiscal 2010.

•

Potash Segment—We are the third-largest producer of potash in the world. We sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients. We accounted for approximately 12% of estimated global potash production and 38% of estimated North American potash production during fiscal 2010.

Overview of the Transactions

On January 18, 2011, Mosaic, Cargill, Incorporated (“Cargill”), GNS, GNS Merger Sub LLC, a limited liability company and a wholly-owned subsidiary of GNS (“Merger Sub”, and together with GNS and Mosaic, the “Mosaic Parties”) and, for the limited purposes set forth therein, the Margaret A. Cargill Foundation, the Acorn Trust, the Lilac Trust, and the Anne Ray Charitable Trust (collectively, the “MAC Trusts”), entered into a Merger and Distribution Agreement (the “Merger and Distribution Agreement”), pursuant to which the parties have agreed to a series of transactions regarding the Split-off (as defined below) and distribution of Mosaic shares.

Pursuant to the Merger and Distribution Agreement, at closing, Merger Sub will merge with and into Mosaic (the “Merger”), the result of which will be the recapitalization of Mosaic’s share capital into three classes of common stock: common stock, class A common stock and class B common stock. Each share of our common stock will be entitled to one vote per share with respect to all matters to which holders of common stock will be entitled to vote and have class voting rights as will be provided in our post-Merger restated certificate of incorporation. Each share of each series of class A common stock will be entitled to one vote per share with respect to all matters to which holders of class A common stock will be entitled to vote, will be subject to certain transfer restrictions, will be converted into a share of our common stock at designated times and will have certain class voting rights, as will be provided in our post-Merger restated certificate of incorporation. Each share of each series of class B common stock will be entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all other matters to which holders of class B common stock will be entitled to vote, will be subject to certain transfer restrictions, will be converted into a share of either class A common stock or common stock in certain circumstances and will have certain class voting rights, as will be provided in our post-Merger restated certificate of incorporation. The transfer restrictions pertaining to the class A common stock and the class B common stock are intended to help facilitate the orderly distribution of shares of our common stock following the Merger and Split-off and to help preserve the tax-free nature of the Split-off and the debt exchanges (as defined below) described more fully elsewhere in this prospectus. Neither the class A common stock nor the class B common stock will be listed on any securities exchange. See “The Transactions” and “Description of Capital Stock.”

As a result of the Merger, Mosaic (which will be renamed “MOS Holdings Inc.” following the completion of the Merger) will become a wholly-owned subsidiary of GNS (which will be renamed “The Mosaic Company” following the completion of the Merger). At the effective time of the Merger, a portion of the shares of Mosaic common stock held by Cargill will be converted, on a one-for-one basis, into the right to receive the different series of our class A common stock and class B common stock and the other outstanding shares of Mosaic common stock (including a portion of the shares of Mosaic common stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of our common stock. See “The Transactions.” Immediately following the Merger but prior to the consummation of the Split-off, Cargill will own shares of common stock, class A common stock and class B common stock collectively representing approximately 89% of the voting power for the election of directors and approximately 64% of the total number of our outstanding shares. The diagram below illustrates the Merger.

LOGO

Cargill will effect a split-off transaction (the “Split-off”) immediately after the Merger in which Cargill will exchange all of the shares of class A common stock, class B common stock and common stock received by Cargill in the Merger (other than certain shares of our common stock that will be retained by Cargill, which are referred to as “Cargill Retained Shares”) with Cargill stockholders (including the MAC Trusts) that participate in the exchange between Cargill and its stockholders (which are referred to as the “exchanging Cargill stockholders”). The Split-off will result in existing stockholders of Cargill receiving approximately 40% of the total number of outstanding shares of common stock, class A common stock and class B common stock of the Company and approximately 81% of the total voting power for the election of our board of directors. In connection with the Split-off, Cargill intends to consummate a debt exchange (which is referred to as the “initial debt exchange”), pursuant to which it would exchange a portion of the Cargill Retained Shares for indebtedness of Cargill pursuant to a debt exchange agreement, and Cargill may subsequently consummate one or more follow-on debt exchanges (together with the initial debt exchange, the “debt exchanges”) if Cargill does not exchange all of the Cargill Retained Shares in the initial debt exchange. It is anticipated that affiliates of two of the underwriters of this offering will participate in the initial debt exchange with Cargill. See “The Transactions—Overview—Debt Exchanges.”

The diagram below illustrates our estimated capitalization immediately following the Merger and Split-off, but prior to the completion of this offering. The percentages included below are based on current assumptions and are subject to change.

LOGO

In addition, on January 18, 2011, Mosaic, GNS, Cargill and the MAC Trusts entered into a registration agreement (the “Registration Agreement”) that is intended to provide for the orderly distribution of our common stock following the Split-off. The Registration Agreement provides for a series of underwritten secondary offerings (the “Formation Offerings”), including this offering, in the first fifteen months following the completion of the Transactions. See “The Transactions” and “Shares Eligible for Future Sale.” The description of the Formation Offerings does not constitute an offer of any shares of our common stock in those offerings. See “Shares Eligible for Future Sale.”

The closing of the Merger is subject to customary closing conditions, including the affirmative vote of a majority of the stockholders of the Company (other than Cargill and its subsidiaries). The completion of the Merger and Split-off are conditions precedent to the completion of this offering. In this prospectus, we refer to the Merger, the Split-off and this offering collectively as the “Transactions.” Following the Merger, GNS will be renamed “The Mosaic Company” (and Mosaic will be renamed “MOS Holdings Inc.”). After completion of the

Merger, GNS will be deemed a successor to Mosaic for certain purposes under both the Securities Act of 1933, as amended (the “Securities Act”) and Securities Exchange Act of 1934, as amended (the “Exchange Act”), including registration of the GNS common stock under Section 12(b) of the Exchange Act, status as a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act and succession to Mosaic’s SEC file number. There is no contemplated change in the business, operations, management, assets or liabilities of the Company and its subsidiaries as a result of the Transactions, and the consolidated assets and liabilities of the Company after the Transactions will be identical to the consolidated assets and liabilities of the Company prior to the Transactions. See “The Transactions.”

The offering contemplated by this prospectus is a sale of shares of common stock of the Company to be received by the MAC Trusts in the Split-off and to be exchanged by Cargill in the initial debt exchange.

Recent Developments

South Fort Meade

On April 11, 2011, the United States Court of Appeals for the Eleventh Circuit vacated a preliminary injunction previously granted by the United States District Court for the Middle District of Florida regarding our South Fort Meade mine. The preliminary injunction had prevented reliance on a U.S. Army Corps of Engineers’ permit for the mining of wetlands in an extension of our South Fort Meade, Florida, phosphate rock mine in Hardee County. The Eleventh Circuit also set aside the District Court’s remand of the permit to the Corps of Engineers.

In vacating the preliminary injunction, the Court remanded the case to the District Court for a decision on the merits to determine, after a review of the full administrative record, whether the Corps came to a rational permit decision to be analyzed through the deferential lens mandated by the Administrative Procedure Act. The Court of Appeals also directed the District Court to stay the effectiveness of the permit for 90 days to permit the District Court to make a decision on the merits based on this deferential standard.

Risk Factors

Investing in our common stock involves risk, and our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating in the agribusiness, mining and chemical industries. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our common stock.

The Offering

Common stock offered by the selling stockholders

shares of common stock

Common stock to be outstanding after the Transactions

shares of common stock shares of class A common stock shares of class B common stock

Voting Rights

Each share of common stock offered hereby will have one vote per share with respect to all matters to which holders of our common stock are entitled to vote. Each share of class A common stock will have one vote per share with respect to all matters to which holders of our class A common stock are entitled to vote. Each share of class B common stock will have ten votes per share with respect to the election of our board of directors and one vote per share with respect to all other matters to which holders of our class B common stock are entitled to vote.

Use of Proceeds

We will not receive any proceeds from the sale of shares by the selling stockholders.

Over-allotment option

The selling stockholders have granted the underwriters a 30-day option to purchase up to additional shares of our common stock at the initial public offering price solely to cover over-allotments, if any.

Dividend policy

Beginning in fiscal year 2009, we commenced paying quarterly cash dividends of $0.05 per share. While we expect to continue to pay quarterly cash dividends in such amount following completion of the Transactions, whether we will do so, and the timing and amount of those dividends, will be subject to approval and declaration by our board of directors and will depend on a variety of factors, including the earnings, cash requirements and financial condition of the Company and other factors deemed relevant by our board of directors.

Risk Factors

You should carefully read and consider the information set forth under “Risk Factors” and all other information set forth in this prospectus before investing in our common stock.

Ticker symbol

MOS

Unless we indicate otherwise or the context requires, all information in this prospectus:

•

assumes no exercise of the underwriters’ over-allotment option to purchase additional shares of our common stock;

•

assumes the consummation of the Merger and the Split-off; and

•

does not reflect approximately 21 million shares of our common stock, as of April 15, 2011, issuable pursuant to existing or future awards under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, the IMC Global Inc. 1988 Stock Option and Award Plan and the IMC Global Inc. 1998 Stock Option Plan for Non-Employee Directors (together, the “Compensation Plans”).

Our principal executive office is located at 3033 Campus Drive, Suite E490, Plymouth, Minnesota 55441, and our telephone number is (800) 918-8270. Our website address is www.mosaicco.com. The information on our website is not part of this prospectus.

Summary Historical Financial and Other Data

Set forth below is summary historical consolidated financial and other data of the Company at the dates and for the periods indicated. We derived the summary historical statement of earnings data and statement of cash flows data for the fiscal years ended May 31, 2010, 2009 and 2008, and balance sheet data as of May 31, 2010 and May 31, 2009, from our historical audited consolidated financial statements included elsewhere in this prospectus. We derived the summary historical statement of earnings data and statement of cash flow data for the nine-month periods ended February 28, 2011 and 2010 and the summary historical balance sheet data as of February 28, 2011 from our unaudited consolidated interim financial statements included elsewhere in this prospectus. We have derived the summary historical balance sheet data as of May 31, 2008 and as of February 28, 2010 from our historical audited consolidated financial statements and our unaudited consolidated interim financial statements, respectively, which are not included elsewhere in this prospectus. We have prepared the unaudited consolidated interim financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. The interim results set forth below are not necessarily indicative of results for the fiscal year ending May 31, 2011 or for any other period.

Mosaic’s historical results are not necessarily indicative of future operating results. The information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the annexes to this prospectus and our consolidated financial statements and the related notes included in annexes to this prospectus.


	Nine Months Ended February 28,						Years Ended May 31,
	2011			2010			2010			2009			2008
(in millions, except per share amounts)
Statements of Earnings Data:
Net sales	$	7,077.4		$	4,898.8		$	6,759.1		$	10,298.0		$	9,812.6
Cost of goods sold		4,950.8			3,893.1			5,065.8			7,148.1			6,652.1
Lower of cost or market write-down		—			—			—			383.2			—

Gross margin		2,126.6			1,005.7			1,693.3			2,766.7			3,160.5
Selling, general and administrative expenses		261.0			246.6			360.3			321.4			323.8
Other operating expense		26.3			35.9			62.2			44.4			30.0

Operating earnings		1,839.3			723.2			1,270.8			2,400.9			2,806.7
Interest expense, net		12.8			36.8			49.6			43.3			90.5
Foreign currency transaction loss		60.6			31.8			32.4			131.8			57.5
(Gain) on sale of equity investment ^(a)		(685.6	)		—			—			(673.4	)		—
Other (income) expense		17.0			(6.7	)		(0.9	)		(6.5	)		(23.7	)

Earnings from consolidated companies before income taxes		2,434.5			661.3			1,189.7			2,905.7			2,682.4
Provision for income taxes		566.8			208.5			347.3			649.3			714.9

Earnings from consolidated companies		1,867.7			452.8			842.4			2,256.4			1,967.5
Equity in net earnings (loss) of nonconsolidated companies		0.6			(17.8	)		(10.9	)		100.1			124.0

Net earnings including non-controlling interests		1,868.3			435.0			831.5			2,356.5			2,091.5
Less: Net earnings attributable to non-controlling interests		2.9			4.0			4.4			6.3			8.7

Net earnings attributable to Mosaic	$	1,865.4		$	431.0		$	827.1		$	2,350.2		$	2,082.8


	Nine Months Ended February 28,				Years Ended May 31,
	2011		2010		2010		2009		2008
(in millions, except per share amounts)
Earnings per common share attributable to Mosaic:
Basic net earnings per share	$	4.18	$	0.97	$	1.86	$	5.29	$	4.70

Diluted net earnings per share	$	4.17	$	0.97	$	1.85	$	5.27	$	4.67

Average shares outstanding:
Basic weighted average number of shares outstanding		445.8		444.9		445.1		444.3		442.7
Diluted weighted average number of shares outstanding		447.3		446.5		446.6		446.2		445.7
Balance Sheet Data (at period end):
Cash and cash equivalents	$	3,352.1	$	2,291.8	$	2,523.0	$	2,703.2	$	1,960.7
Total assets		14,699.1		12,278.2		12,707.7		12,676.2		11,819.8
Total long-term debt (including current maturities)		812.5		1,262.5		1,260.8		1,299.8		1,418.3
Total liabilities		3,689.5		3,786.0		3,959.3		4,161.0		5,065.2
Total equity		11,009.6		8,492.2		8,748.4		8,515.2		6,754.6
Other Financial Data:
Depreciation, depletion and amortization	$	324.5	$	332.6	$	445.0	$	360.5	$	358.1
Capital expenditures		897.3		635.6		910.6		781.1		372.1
Dividends per share ^(b)		0.15		1.45		1.50		0.20		—

(a)	We recorded a $685.6 million pre-tax gain on the sale of our equity method investment in Fosfertil in the nine months ended February 28, 2011 and a $673.4 million pre-tax gain on the sale of our equity method investment in Saskferco in fiscal 2009.

(b)	In fiscal 2010, Mosaic paid a special dividend of $1.30 per share in addition to quarterly dividends of $0.05 per share.

RISK FACTORS

An investment in our common stock involves risk. You should carefully consider the following risks as well as the other information included in this prospectus, including our financial statements and related notes, before investing in our common stock. In addition to the risk factors set forth below, please read the information included under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended May 31, 2010 included in this prospectus as Annex A, our Quarterly Report on Form 10-Q for the period ended August 31, 2010 included in this prospectus as Annex D, our Quarterly Report on Form 10-Q for the period ended November 30, 2010 included in this prospectus as Annex E and our Quarterly Report on Form 10-Q for the period ended February 28, 2011 included in this prospectus as Annex F. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of our common stock could decline and you may lose all or part of your investment in our Company.

Risks related to our common stock

Stock sales following the Transactions may affect the stock price of our common stock.

Sales of substantial amounts of our common stock, including shares to be distributed in the Split-off, shares to be included in any debt exchange and shares issuable pursuant to existing or future awards under the Compensation Plans, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

Following the Transactions, our authorized capital stock will consist of 1 billion shares of common stock, 275 million shares of class A common stock and 200 million shares of class B common stock, of which shares of common stock will be outstanding, shares of class A common stock will be outstanding and shares of class B common stock will be outstanding. In addition, approximately 21 million shares of common stock are issuable pursuant to existing or future awards under the Compensation Plans.

The shares sold in this offering and all of our other outstanding shares of common stock, which equals approximately shares of common stock, will be freely tradable. Shares of class A common stock and class B common stock exchanged with exchanging Cargill stockholders in connection with the Split-off will be subject to transfer restrictions. See “Description of Capital Stock” and “Shares Eligible for Future Sale.”

Pursuant to the Registration Agreement, we expect to conduct the Formation Offerings during the first fifteen months following the Split-off which could result in downward pressure on the market price of our common stock.

In addition, prior to the 24-month anniversary of the Split-off we may be required by the MAC Trusts to file a shelf registration statement for secondary sales of shares in the event the MAC Trusts are not given the opportunity to sell 49,500,000 shares of stock received by the MAC Trusts in the Split-off in the Formation Offerings discussed above.

The Registration Agreement provides for the possibility of another series of underwritten secondary public offerings, which would begin no earlier than 12 months following the last of the Formation Offerings described above (or any later underwritten primary equity issuance by us in accordance with the terms of the Registration Agreement), with respect to Company shares received by exchanging Cargill stockholders (including shares received by the MAC Trusts but not sold in the initial two-year period following the Split-off). This second series of underwritten secondary public offerings is expected to be completed, at the latest, on the 54-month anniversary of the Split-off. These sales could also result in downward pressure on the stock price of our common stock. See “The Transactions—Description of Certain Transaction Agreements—The Registration Agreement.” We have also granted the MAC Trusts registration rights through the period ending 180 days after the 54-month anniversary of the Split-off.

The shares distributed in connection with the Split-off, if not otherwise restricted from transfer by contract or pursuant to our post-Merger restated certificate of incorporation, may also be sold pursuant to Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates. As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our common stock could decline if the holders of restricted shares sell them or are perceived by the market as intending to sell them. See “Description of Capital Stock.”

Our stock price may fluctuate significantly following the Transactions.

The price of our common stock may fluctuate significantly following the Transactions as a result of many factors in addition to those discussed in this section and elsewhere in this prospectus. These factors, some or all of which are beyond our control, include:

•

market conditions in the broader stock market in general;

•

actual or anticipated fluctuations in our results of operations;

•

changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

•

success of our operating and growth strategies;

•

investor anticipation of strategic and technological threats, whether or not warranted by actual events;

•

operating and stock price performance of our competitors;

•

regulatory or political developments;

•

litigation and government investigations;

•

changes in key personnel;

•

depth of the trading market in our common stock; and

•

failure of securities analysts to cover our common stock in the future.

In addition, the stock market has historically experienced volatility that often has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

Tax rules governing the Split-off could result in limitations on our ability to execute certain actions for a period of time following the Split-off and, notwithstanding the Internal Revenue Service (“IRS”) ruling (the “IRS ruling”) and tax opinion issued to Cargill in connection with the Split-off, we could owe significant tax-related indemnification liabilities to Cargill.

The IRS has issued a ruling to the effect that the Split-off will be tax-free to Cargill and its stockholders, and it is a condition to the completion of the Split-off that Cargill receive a tax opinion relating to certain tax consequences of the Split-off. Notwithstanding the IRS ruling and tax opinion, however, the Split-off and the related transactions could be taxable to Cargill and its stockholders under certain circumstances. For example, the Split-off and debt exchanges would be taxable to Cargill (but not its stockholders) under section 355(e) of the Code (“Section 355(e)”) if one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest (by vote or value) in the Company as part of a plan or series of related transactions that includes the Split-off. Therefore, Cargill and Mosaic have agreed to tax-related restrictions and indemnities set forth in the Tax Agreement referred to herein, under which the Company may be restricted or deterred, following completion of the Split-off, from taking certain actions for a period of two years following the completion of the Split-off, including (i) redeeming or purchasing its stock in excess of agreed-upon amounts; (ii) issuing any equity

securities in excess of agreed upon amounts; (iii) approving or recommending a third party’s acquisition of the Company; (iv) permitting any merger or other combination of the Company or MOS Holdings; and (v) entering into an agreement for the purchase of any interest in the Company or MOS Holdings, subject to certain exceptions. Mosaic and GNS have agreed to indemnify Cargill and its subsidiaries for taxes and tax-related losses imposed on Cargill and its subsidiaries as a result of the Split-off and other transactions failing to qualify as tax-free, if the taxes and related losses are attributable to, arise out of or result from certain prohibited acts or to any breach of, or inaccuracy in, any representation, warranty or covenant made by Mosaic or GNS in the Tax Agreement. The taxes and tax-related losses of Cargill and its subsidiaries would be significant if the Split-off fails to qualify as tax-free, and so this indemnity would result in significant liabilities from the Company to Cargill that could have a material adverse effect on the Company. For a further discussion of the restrictions and indemnities set forth in the Tax Agreement, please see the section entitled “The Transactions—Description of Certain Transaction Agreements—Tax Agreement.”

The Merger will decrease the voting power of Mosaic’s public stockholders with respect to the election of our board of directors.

Following the Merger, our public stockholders will hold shares of common stock which will have one vote per share, while the shares of class B common stock will have ten votes per share with respect to the election of our board of directors. As a result, our public stockholders will own shares of common stock representing substantially less voting power for election of our board of directors as compared to voting power for all other matters. Holders of our common stock will accordingly have less influence with respect to the election of directors than would be the case if all our stockholders held equal voting power.

The class B common stock may remain as a separate class for an indefinite period of time.

We presently expect that, following completion of the Split-off and in connection with the consideration of resolutions to be submitted to our stockholders at the first regularly scheduled annual stockholders’ meeting following the Split-off or at a special stockholders’ meeting following the Split-off, our board of directors will consider a proposal to convert the class B common stock to either class A common stock or common stock (or a combination thereof) on a share-for-share basis, subject to the receipt of stockholder approval. There is, however, no binding commitment by our board of directors to, and there can be no assurance that our board of directors will, consider the issue or resolve to submit such a proposal to our stockholders at that meeting or any subsequent meeting of stockholders. Moreover, there can be no assurance that, if presented, our stockholders would approve the conversion proposal. If such a conversion proposal is approved by our board of directors and presented to our stockholders, a vote by a majority of all three classes of our stock outstanding, represented in person or by proxy at a stockholder meeting, voting together as a single class (with each share having one vote) will be required for such proposal to be approved.

We are subject to limitations on equity issuances, acquisitions, buybacks and other actions.

The Merger and Distribution Agreement, the Registration Agreement and the Tax Agreement restrict our ability to take certain actions, including making certain equity issuances and material acquisitions, undertaking share buybacks and disposing of material businesses or assets. These restrictions and limitations in some cases apply to the period of time before the closing of the Split-off and in some cases apply for a period of two years following completion of the Split-off. These restrictions and limitations may prevent us from pursuing attractive business opportunities that may arise prior to expiration of such restrictions and limitations. See “The Transactions—Description of Certain Transaction Agreements—The Registration Agreement” and the “The Transactions—Description of Certain Transaction Agreements—Tax Agreement” for a description of these restrictions and limitations. In addition, we are restricted from buying shares of class A common stock or class B common stock at a premium to the then-current market price of the common stock. See “Description of Capital Stock.”

Provisions in our post-Merger restated certificate of incorporation and bylaws and of Delaware law may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

Our post-Merger restated certificate of incorporation, our post-Merger amended and restated bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our board of directors. These provisions include the ability of our board of directors to issue preferred stock without stockholder approval, the classification of our board of directors into three classes, the prohibition on stockholder action by written consent and the inability of our stockholders to request that our board of directors or chairman of our board call a special meeting of stockholders.

Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15% or more of our outstanding common stock and us. For more information, see “Description of Capital Stock—Anti-Takeover Provisions in the Certificate and Bylaws” and “Description of Capital Stock—Delaware Statutory Provisions.”

We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board and by providing our board with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of our Company and our stockholders.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares by the selling stockholders. See “Selling Stockholders and Security Ownership of Certain Beneficial Owners and Management.” Affiliates of two of the underwriters in this offering will receive a portion of the net proceeds of this offering. See “Underwriting.”

PRICE RANGE OF COMMON STOCK

Mosaic’s common stock is listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “MOS.” The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of Mosaic’s common stock, as reported on the NYSE. In addition, the table also sets forth the quarterly cash dividends per share declared with respect to Mosaic’s common stock. On April 18, 2011, the last practicable trading day prior to the date of this prospectus, there were 446,529,742 shares of Mosaic’s common stock outstanding.


	High		Low		Dividends Declared
For the fiscal quarter ended:
2008/2009
August 31, 2008	$	163.25	$	92.46	$	0.05
November 30, 2008	$	104.00	$	21.94	$	0.05
February 28, 2009	$	48.68	$	23.65	$	0.05
May 31, 2009	$	59.34	$	36.94	$	0.05

2009/2010
August 31, 2009	$	57.25	$	39.39	$	0.05
November 30, 2009	$	57.42	$	45.00	$	1.35	^(a)
February 28, 2010	$	68.28	$	52.87	$	0.05
May 31, 2010	$	64.70	$	42.80	$	0.05

2010/2011
August 31, 2010	$	59.88	$	37.68	$	0.05
November 30, 2010	$	74.25	$	56.59	$	0.05
February 28, 2011	$	89.24	$	65.00	$	0.05
May 31, 2011 (through April 18, 2011)	$	86.67	$	71.85	$	0.05

(a)	On October 23, 2009, Mosaic declared a special dividend of $1.30 per share. This dividend was paid on December 3, 2009.

DIVIDEND POLICY

Beginning in fiscal 2009, Mosaic commenced paying quarterly cash dividends of $0.05 per share. While we expect to continue to pay quarterly cash dividends in such amount following completion of the Transactions, whether we will do so, and the timing and amount of those dividends, will be subject to approval and declaration by our board of directors and will depend on a variety of factors, including the earnings, cash requirements and financial condition of the Company and other factors deemed relevant by our board of directors. In addition, Mosaic declared a special dividend of $578.5 million, or $1.30 per share, on October 23, 2009 which was paid on December 3, 2009.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of November 30, 2010:

•

on an actual basis; and

•

on an as adjusted basis to give effect to the Transactions.

You should read this table in conjunction with “The Transactions,” “Selected Historical Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus and the annexes thereto.


	As of February 28, 2011
	Actual		As Adjusted
(dollars in millions)
Cash and cash equivalents	$	3,352.1	$	3,352.1

Long term debt:
Current maturities of long-term debt	$	50.3	$	50.3
Long-term debt less current maturities		762.2		762.2

Total debt		812.5		812.5

Equity:
Common Stock⁽¹⁾		4.5		—
Class A Common Stock⁽²⁾		—		0.6
Class B Common Stock⁽²⁾		—		1.1
Common Stock ⁽²⁾		—		2.8
Capital in excess of par value		2,572.5		2,572.5
Retained earnings		7,703.7		7,703.7
Accumulated other comprehensive income		702.7		702.7

Total Mosaic Stockholders’ equity		10,983.4		10,983.4
Non-controlling interests		26.2		26.2

Total equity		11,009.6		11,009.6

Total capitalization	$	11,882.1		$11,882.1

(1)	Represents shares of common stock of The Mosaic Company prior to the consummation of the Transactions.

(2)

Represents shares of our capital stock issued pursuant to the Merger. Based on the number of shares of our common stock currently outstanding, we estimate that approximately 446 million shares of our stock will be issued in the Merger, comprised of approximately 60 million shares of class A common stock, approximately 111 million shares of class B common stock and 275 million shares of common stock. Pursuant to an agreement between Cargill and the MAC Trusts, Cargill will exchange with the MAC Trusts a number of our shares determined based on a value to be determined shortly before closing of the shares of Cargill common stock held by the MAC Trusts and the volume weighted average trading price of our common stock over a period shortly before closing of the Merger. See “The Transactions—The Split-off.”

The table set forth above is based on the number of shares of Mosaic common stock outstanding as of April 15, 2011. This table does not reflect approximately 21 million shares of our common stock issuable pursuant to existing or future awards under the Compensation Plans.

THE TRANSACTIONS

Overview

On January 18, 2011, Mosaic, Cargill, GNS, Merger Sub and, for the limited purposes set forth therein, the MAC Trusts, entered into the Merger and Distribution Agreement, pursuant to which the parties have agreed to a series of transactions regarding the Split-off and distribution of Mosaic shares.

Pursuant to the Merger and Distribution Agreement, at closing, Merger Sub will merge with and into Mosaic, the result of which will be the recapitalization of Mosaic’s share capital into three classes of common stock: common stock, class A common stock and class B common stock. Each share of our common stock will be entitled to one vote per share with respect to all matters to which holders of common stock will be entitled to vote and have class voting rights as will be provided in our post-Merger restated certificate of incorporation. Each share of each series of class A common stock will be entitled to one vote per share with respect to all matters to which holders of class A common stock will be entitled to vote, will be subject to certain transfer restrictions, will be converted into a share of our common stock at designated times and will have certain class voting rights, as will be provided in our post-Merger restated certificate of incorporation. Each share of each series of class B common stock will be entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all other matters to which holders of class B common stock will be entitled to vote, will be subject to certain transfer restrictions, will be convertible into a share of either class A common stock or common stock in certain circumstances and will have certain class voting rights, as will be provided in our post-Merger restated certificate of incorporation. The transfer restrictions pertaining to the class A common stock and the class B common stock are intended to help facilitate the orderly distribution of shares of our common stock following the Merger and Split-off and to help preserve the tax free nature of the Split-off and the debt exchanges described more fully below. See “Description of Capital Stock.” Neither of the class A common stock or the class B common stock will be listed on any securities exchange. See “Description of Capital Stock.”

As a result of the Merger, Mosaic (which will be renamed “MOS Holdings Inc.” following the Merger) will become a wholly-owned subsidiary of GNS (which will be renamed “The Mosaic Company” following the Merger). At the effective time of the Merger, portion of the shares of Mosaic common stock held by Cargill will be converted, on a one-for-one basis, into the right to receive the different series of our class A common stock and class B common stock and the other outstanding shares of Mosaic common stock (including a portion of the shares of Mosaic common stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of our common stock. Prior to the effective time of the Merger, the shares of capital stock of GNS held by Mosaic will be reclassified into a number of shares of our common stock to be held by MOS Holdings following the Merger, which reclassification will be determined by reference to the value of GNS prior to the Merger. Immediately following the Merger but prior to the consummation of the Split-off, Cargill will own shares of common stock, class A common stock and class B common stock collectively representing approximately 89% of the voting power for the election of directors and approximately 64% of the total number of our outstanding shares. The diagram below illustrates the Merger.

LOGO

Cargill will effect the Split-off immediately after the Merger, in which Cargill will exchange all of the shares of class A common stock, class B common stock and common stock received by Cargill in the Merger (other than the Cargill Retained Shares), with the exchanging Cargill stockholders (including the MAC Trusts). The Split-off will result in existing stockholders of Cargill receiving approximately 40% of the total number of outstanding shares of common stock of the Company and approximately 81% of the total voting power for the election of our board of directors. In connection with the Split-off, Cargill intends to consummate the initial debt exchange, pursuant to which it would exchange a portion of the Cargill Retained Shares for indebtedness of Cargill pursuant to a debt exchange agreement, and Cargill may subsequently consummate one or more follow-on debt exchanges if Cargill does not exchange all of the Cargill Retained Shares in the initial debt exchange. It is anticipated that affiliates of two of the underwriters of this offering will participate in the initial debt exchange with Cargill. The percentages included below are based on current assumptions and are subject to change.

The diagram below illustrates our estimated capitalization immediately following the Merger and Split-off but prior to the completion of this offering.

LOGO

In addition, on January 18, 2011, Mosaic, GNS, Cargill and the MAC Trusts entered into the Registration Agreement that is intended to provide for the orderly distribution of our common stock following the Split-off. The Registration Agreement provides for a series of Formation Offerings, including this offering, in the first fifteen months following the completion of the Transactions. See “The Transactions” and “Shares Eligible for

Future Sale.” The description of the Formation Offerings does not constitute an offer of any shares of our common stock in those offerings. See “Shares Eligible for Future Sale.”

The closing of the Merger is subject to a number of conditions, including the affirmative vote of a majority of the non-Cargill stockholders of the Company in support of the Merger, approval by the NYSE of the listing of the shares of common stock to be issued in the Merger and other customary closing conditions. The completion of the Merger and Split-off are conditions precedent to the completion of this offering. In this prospectus, we refer to the Merger, the Split-off and this offering collectively as the “Transactions.” Following the Merger, GNS will be renamed “The Mosaic Company” (and Mosaic will be renamed “MOS Holdings Inc.”). After completion of the Merger, GNS will be deemed a successor to Mosaic for certain purposes under both the Securities Act and the Exchange Act, including registration of the GNS common stock under Section 12(b) of the Exchange Act, status as a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act and succession to Mosaic’s SEC file number. There is no contemplated change in the business, operations, management, assets or liabilities of the Company and its subsidiaries as a result of the Transactions, and the consolidated assets and liabilities of the Company after the Transactions will be identical to the consolidated assets and liabilities of the Company prior to the Transactions.

The offering contemplated by this prospectus is a sale of shares of common stock of the Company to be received by the MAC Trusts in the Split-off and to be exchanged by Cargill pursuant to the initial debt exchange.

GNS

GNS is a Delaware corporation incorporated in March 2004 and has been a wholly-owned subsidiary of Mosaic since it was contributed to Mosaic by Cargill in 2004. GNS has no material operations of its own and its assets consist almost entirely of equity interests it holds in a number of subsidiaries operating in China, India, Argentina and Chile, a subsidiary that owns land including phosphate rock reserves in Florida, a subsidiary that holds a minority equity investment in a phosphate rock mine joint venture, and a financing subsidiary that manages offshore cash. The results of GNS and its subsidiaries are reflected in the consolidated financial statements of Mosaic.

Set forth below is unaudited summarized financial information of GNS and its consolidated subsidiaries. This financial information has been prepared without corporate allocations and reflects the income tax expense and related assets and liabilities recorded for this entity as reflected in the consolidated financial statements of Mosaic and not on a standalone basis. Had such allocations or standalone income tax determinations been made the results would differ from those presented below. This unaudited summarized financial information is for informational purposes only. This unaudited summarized financial information does not purport to indicate the results that would have actually been obtained had GNS operated as a stand-alone entity for the periods presented, or that may be realized in the future by GNS.


	May 31,
	2010		2009
(in millions)
Balance Sheet (unaudited):
Cash and cash equivalents	$	705.0	$	753.3
Receivables due from affiliates and other		251.9		114.8
Inventories		116.1		121.0
Other current assets		36.8		141.4
Property, plant and equipment, net		112.2		119.2
Other non-current assets		14.9		21.0

Total assets	$	1,236.9	$	1,270.7

Short-term debt due to affiliates and other	$	303.5	$	221.2
Accounts payable		97.2		159.4
Other current liabilities		24.6		168.9
Non-current liabilities		2.5		9.3
Equity		809.1		711.9

Total liabilities and equity	$	1,236.9	$	1,270.7


	Years ended May 31,
	2010			2009			2008
(in millions)
Income Statement (unaudited):
Net sales	$	657.9		$	1,057.9		$	773.5
Gross margin (loss)		43.3			(8.2	)		142.0
Earnings from consolidated companies before income taxes		14.4			541.4			93.3
Equity in net earnings (loss) of nonconsolidated companies		(0.5	)		34.5			68.9
Net earnings (loss) attributable to GNS		(6.1	)		442.1			124.3

In connection with the Merger, GNS will transfer substantially all of the assets and liabilities held by GNS prior to the Merger to Mosaic (which will be a wholly-owned subsidiary of GNS after completion of the Merger), subject in certain cases to applicable governmental, regulatory or contractual approvals, such that (other than certain de minimis assets) GNS’s only remaining asset after the Merger and Split-off would be the capital stock of Mosaic. We currently expect that GNS will be able to transfer approximately 80% of the assets of GNS on the same day the Merger closes (but after the Split-off) and substantially all of the remaining GNS assets as expeditiously as possible upon receipt of the various approvals referred to above.

After completion of the Merger, GNS will be deemed a successor to Mosaic for certain purposes under both the Securities Act and the Exchange Act, including the registration of the GNS common stock under Section 12(b) of the Exchange Act, status as a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act and succession to Mosaic’s SEC file number.

The Split-off

Immediately after the effective time of the Merger on the date of the closing, Cargill will consummate the Split-off by exchanging with the MAC Trusts and the other existing stockholders of Cargill who are accredited investors, for outstanding shares of common stock of Cargill held by such stockholders, all of the shares of class A common stock, shares of class B common stock and shares of common stock (excluding the Cargill Retained Shares) that will be received by Cargill in the Merger.

To satisfy requirements of the IRS ruling, Cargill will exchange with the MAC Trusts and the other Cargill stockholders in the Split-off a total number of shares of our class A common stock, class B common stock and common stock that will constitute approximately 40% of the Mosaic shares outstanding immediately after the Split-off and will include the minimum number of shares of class B common stock so that the shares exchanged by Cargill represent approximately 81% of the total voting power for the election of our directors immediately after the Split-off.

Based on the number of shares of our common stock currently outstanding, we estimate that approximately 178.5 million shares will be exchanged by Cargill with Cargill stockholders in the Split-off, consisting of approximately 111 million shares of class B common stock, approximately 60 million shares of class A common stock and 7.5 million shares of common stock. Pursuant to an agreement between Cargill and the MAC Trusts, Cargill will exchange with the MAC Trusts a number of our shares determined based on a value to be determined shortly before closing of the shares of Cargill common stock held by the MAC Trusts and the volume weighted average trading price of our common stock over a period shortly before closing. The shares exchanged with the MAC Trusts pursuant to this agreement will include all of the shares of class A common stock and common stock to be exchanged by Cargill with its stockholders in the Split-off, and the balance of the shares will be class B common stock. The remaining Company shares that Cargill will exchange in the Split-off (expected to consist solely of shares of class B common stock) will be exchanged by Cargill with other Cargill stockholders.

Cargill has agreed to use its reasonable best efforts to commence the Split-off process by offering to exchange (which is referred to as the “Cargill offer”) shares of stock received by it in the Merger with some of the holders of shares of common stock of Cargill as soon as reasonably practicable after the date that Mosaic

mails the proxy statement/prospectus to its stockholders. However, if any material event occurs after the date of the Merger and Distribution Agreement in respect of which, in the opinion of counsel to Mosaic, disclosure would need to be included in the Cargill offer documents in order for the Cargill offer documents not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading but in respect of which the Mosaic Parties do not yet have sufficient facts regarding such event or the potential impact of such event on Mosaic, then Cargill will delay the Cargill offer until the earlier of the twentieth calendar day after Mosaic becomes aware of the occurrence of such event and the second business day after Mosaic makes disclosure with respect to such event (or otherwise notifies Cargill that no additional disclosure is necessary) so that the Cargill offer documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Mosaic can delay the Cargill offer as described above on only one occasion.

Debt Exchanges

On the closing date and as promptly as practicable after the effective time of the Merger, Cargill expects to consummate the initial debt exchange. It is anticipated that affiliates of two of the underwriters of this offering will participate in the initial debt exchange with Cargill. See “Underwriting.”After the initial debt exchange, Cargill may also consummate one or more subsequent debt exchanges. Subject to limited exceptions, Cargill has sole discretion to determine the terms and conditions and structure of the debt exchanges, provided that such terms, conditions and structure must be (1) materially consistent with the IRS ruling, the submissions related to the IRS ruling and the tax opinion received by Cargill, (2) conducted in a manner that is not required to be registered under the Securities Act and (3) to the extent applicable, in accordance with the terms of the Registration Agreement.

The Mosaic Parties have agreed, if reasonably requested by Cargill, to use their reasonable best efforts to assist Cargill in connection with the debt exchanges including (1) assisting Cargill in making required filings with and obtaining consents and approvals from any applicable governmental authority and (2) taking other actions to facilitate delivery to the exchanging Cargill debt holders of the Cargill Retained Shares being transferred by Cargill in the debt exchanges, including making officers and employees of Mosaic available for meetings and sessions with potential exchanging Cargill debt holders and to provide information to such debt holders regarding Mosaic (subject to limits regarding material, non-public information).

NYSE Listing

Mosaic common stock is currently listed on the NYSE under the symbol “MOS.” In the Merger and Distribution Agreement, Mosaic and GNS have agreed to prepare and file, and to use reasonable best efforts to have approved prior to the closing date of the Merger, an application for the listing on the NYSE (and such approval is a condition to the obligations of the parties to complete the Merger) of the common stock to be issued pursuant to the Merger and the common stock issuable upon conversion of the class A common stock and the class B common stock to be issued in the Merger, in each case subject to official notice of issuance. The class A common stock and the class B common stock will not be listed on the NYSE or any other exchange.

Litigation Relating to the Merger

Mosaic, GNS, Merger Sub, the members of our board of directors and Cargill are named as defendants in purported class action lawsuits (the “Stockholder Actions”) brought in the Delaware Court of Chancery by several of our stockholders. The Stockholder Actions challenge the proposed transaction with Cargill described in Mosaic’s definitive proxy statement on Schedule 14A filed with the SEC on April 11, 2011. On April 7, 2011, Mosaic, GNS, Merger Sub, the members of our board of directors and Cargill entered into a memorandum of understanding with the plaintiffs in the Stockholder Actions. The memorandum of understanding is subject to

certain conditions including completion of appropriate settlement documentation, approval by the Delaware Court of Chancery and consummation of the Merger. If the settlement is consummated, the Stockholder Actions will be dismissed with prejudice and the defendants and other released persons will receive a release of all claims. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Delaware Court of Chancery will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement, as contemplated by the memorandum of understanding, may be terminated.

Accounting Treatment

The consolidated assets and liabilities of the Company after the Merger and Split-off will be identical to the consolidated assets and liabilities of the Company prior to the Merger and Split-off. As a result of the Merger and Split-off, there will be no change to the Company’s total outstanding shares, the economic rights of the Company’s shares or earnings per share. Additionally, the Merger and Split-off will result in no changes to the Company’s accounting policies applied to its consolidated financial statements.

Interests of Certain Persons in the Merger and Related Parties

Cargill is currently Mosaic’s majority stockholder, beneficially owning approximately 64% of Mosaic’s outstanding common stock. Two of Mosaic’s twelve directors are current officers of Cargill. By virtue of its controlling interest in Mosaic, Cargill could control Mosaic’s strategic direction and significant corporate transactions, although currently a majority of Mosaic’s board of directors (and all of the members of Mosaic’s special committee) are considered by us to be “independent” directors as they satisfy the NYSE standards for independence as well as our standards for independence set forth in our Director Independence Standards. In connection with the memorandum of understanding relating to the Stockholder Actions, it is expected that one of the two Mosaic directors that are current officers of Cargill will resign as a director no later than the date of our next annual meeting. See “The Transactions—Litigation Relating to the Merger.”

The Company was formed in 2004 through the business combination of IMC Global Inc. and the fertilizer businesses of Cargill. Mosaic and its subsidiaries have entered into various transactions and agreements with Cargill and its subsidiaries from time to time in the ordinary course of business. Such transactions and agreements include service arrangements, supply agreements, ocean transportation agreements, barter arrangements, office sharing or subleasing arrangements, and various other non-significant arrangements. Mosaic and its subsidiaries also entered into various transactions and agreements with Cargill and its subsidiaries in connection with the 2004 business combination, certain of which remain in effect. See “Certain Relationships and Related Transactions” included in Annex B to this prospectus. See “Other Arrangements and Relationships Between Mosaic and Cargill.”

Conditions to Closing of the Merger

The obligations of each of the parties to effect the closing of the Merger are subject to the satisfaction or, subject to applicable restrictions, waiver of a number of conditions, including the affirmative vote of a majority of the non-Cargill stockholders of the Company in support of the Merger, approval by the NYSE of the listing of the shares of common stock to be issued in the Merger and other customary conditions. The consummation of this offering is conditioned upon the completion of the Merger.

Regulatory Approval

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended (the “Hart-Scott-Rodino Act”), acquisitions of Company stock by the Anne Ray Charitable Trust and the Margaret A. Cargill Foundation (two of the exchanging Cargill stockholders) in connection with the Split-off may not be completed until applicable filings have been made, and the applicable waiting period has expired or been terminated. On March 10, 2011, each of Cargill, the Anne Ray Charitable Trust, and the Margaret A. Cargill Foundation filed its notification and report form under the Hart-Scott-Rodino Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission. On March 18, 2011, early termination of the applicable waiting period was granted.

Description of Certain Transaction Agreements

This section of the prospectus describes the material terms of certain transaction agreements. The following contains summaries of the material terms of the Registration Agreement, the Tax Agreement, the Governance Agreement and the Registration Rights Agreement, a copy of each of which is filed as an exhibit to the registration statement of which this prospectus forms a part. This summary does not contain, and is qualified by, all of the terms of each agreement. You are urged to read carefully each agreement in its entirety.

The Registration Agreement

The Registration Agreement generally provides a plan for the orderly distribution of shares of our common stock following the Split-off through a series of underwritten secondary public offerings and secondary sales. Under the terms of the Registration Agreement, the Company has generally agreed, among other things, to conduct registered secondary public offerings and otherwise facilitate the sale by the MAC Trusts and exchanging Cargill debt holders of approximately 157 million shares of our common stock during the first fifteen months following the closing. Below is a description of certain key terms of, and the transactions contemplated by, the Registration Agreement.

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Important Notes regarding Illustrative Example:

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Although we currently expect that, following the Split-off, our board of directors will consider a proposal to convert the class B common stock to either class A common stock or common stock (or a combination thereof), subject to stockholder approval, the above example assumes no such conversion has occurred. If such conversion does occur, each voting percentage noted above would instead be identical to its corresponding value percentage.

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The percentages above are based upon a current estimate of the initial allocation of shares between the MAC Trusts and the other Cargill stockholders. The actual initial allocation will be based on the value prior to the closing of the Cargill shares exchanged by the MAC Trusts and the other Cargill stockholders in the Split-off and the average trading price of our common stock over a period before closing.

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Percentages above assume the sale of approximately 157 million shares during the Formation Offerings.

Exchanging Cargill stockholders (other than the MAC Trusts) will receive only class B common stock in the Split-off. Pursuant to the Registration Agreement, following the two-year anniversary of the Split-off, we have agreed (upon the request of the MAC Trusts or, if no such request is made, at our own election) to conduct a

series of underwritten secondary public offerings of shares of common stock into which shares of class A common stock and class B common stock received by the MAC Trusts and the other exchanging Cargill stockholders in the Split-off are convertible (the “released share offerings”). For a description of the circumstances under which the class B common stock is convertible into class A common stock or common stock (or a combination thereof), please see the section entitled “Description of Capital Stock—Transfer Restrictions and Conversion Provisions.”

Formation Offerings

Initial Formation Offering. In this offering, the MAC Trusts will be permitted to sell 7,500,000 shares of common stock. In addition, exchanging Cargill debt holders will be permitted to sell an amount of shares of common stock as determined by Cargill, but no more than that number of shares that, when added to the 7,500,000 shares to be sold by the MAC Trusts, would equal the maximum number of shares of common stock to be sold in this offering. The maximum number of shares of common stock to be sold in this offering will be jointly determined by the book-running managing underwriters selected by the Company and Cargill in consultation with the book-running managing underwriter selected by the MAC Trusts. If the sum of the 7,500,000 shares to be sold by the MAC Trusts plus the number of shares to be sold by the exchanging Cargill debt holders is less than such maximum sale number for the initial formation offering, then, subject to certain restrictions and limitations, the MAC Trusts will be permitted to include additional shares of common stock in the initial formation offering up to such maximum sale number.

Second Formation Offering. Unless a compelling reason (as defined below) has occurred and continues to exist, Mosaic and GNS have agreed to take all actions necessary to cause an underwritten secondary offering (which is referred to as the “second formation offering”) to be consummated during the 90-day period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the initial formation offering. The exact timing of this offering during such 90-day period will be determined in good faith by the Company (in consultation with the joint book-running managing underwriters selected by Cargill, the Company and the MAC Trusts) based on market conditions, and in consultation with Cargill, if Cargill desires to effect a follow-on debt exchange in connection with this offering.

In the second formation offering, the MAC Trusts will be permitted to sell 7,500,000 shares of common stock for the second formation offering, subject to certain exceptions. In addition, exchanging Cargill debt holders and Cargill will be permitted to sell a number of shares of common stock as determined by Cargill, but no more than that number of shares that, when added to the number of shares being sold by the MAC Trusts as described above, would equal the maximum number of shares of common stock to be sold in the second formation offering. The maximum number of shares of common stock to be sold in the second formation offering will be jointly determined by the book-running managing underwriters selected by the Company and Cargill in consultation with the book-running managing underwriter selected by the MAC Trusts. If such maximum sale number for the second formation offering exceeds the number of securities being included in the second formation offering as described above, the MAC Trusts will be permitted to include additional shares of common stock in this offering up to such excess.

Third Formation Offering. Unless a compelling reason has occurred and continues to exist or as otherwise specified below, Mosaic and GNS have agreed to take all actions necessary to cause an underwritten secondary offering (which is referred to as the “third formation offering”) to be consummated during the period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the second formation offering and ending on the earlier of (a) the fifteen month anniversary of the closing date and (b) the 60th day (or, at the election of the MAC Trusts, up to the 90^th day) after the expiration of the underwriters’ lock-up period associated with the second formation offering.

The exact timing of the third formation offering will be determined in good faith by the Company (in consultation with the joint book-running managing underwriters selected by the Company), Cargill (if Cargill

participates in this offering) and the MAC Trusts (if the MAC Trusts participate in this offering) based on market conditions, and in consultation with Cargill if Cargill desires to effect a follow-on debt exchange in connection with this offering. The Company shall not, however, without the consent of Cargill and the MAC Trusts, effect the third formation offering if (a) the MAC Trusts have less than 9,500,000 shares of common stock entitled to be sold in the third formation offering, (b) the MAC Trusts have delivered to the Company a written request that no third formation offering be consummated and (c) Cargill then holds no shares entitled to be sold in the Formation Offerings or Cargill shall have waived its right to participate in such offering.

In the third formation offering, the MAC Trusts will be permitted to sell a number of shares of common stock equal to 49,500,000, less the aggregate number of shares of the Company that the MAC Trusts sold or were entitled to sell, subject to certain adjustments prior to the third formation offering. The MAC Trusts may also be permitted to sell a number of consent shares, but no more than that number of shares that, when added to the number of shares of common stock to be sold by the MAC Trusts as described above, would equal the maximum number of shares of common stock to be sold in the third formation offering. The maximum number of shares of common stock to be sold in the third formation offering will be jointly determined by the book-running managing underwriters selected by the Company and the MAC Trusts (or if the MAC Trusts do not select such underwriter, by Cargill).

In addition, if the third formation offering maximum sale number exceeds the number of securities being included in such offering by the MAC Trusts as described above, exchanging Cargill debt holders and Cargill will be permitted to sell a number of shares of common stock determined by Cargill up to such excess. In addition, subject to certain restrictions and limitations, it is possible that the Company may sell shares of common stock for its own account or for the account of any other person in the third formation offering.

Fourth Formation Offering. Following the completion of the third formation offering (if any), if the MAC Trusts have not yet been entitled to sell at least 40,000,000 shares of the Company’s common stock, then the MAC Trusts may be permitted to request that the Company (absent a compelling reason) cause an underwritten secondary offering (which is referred to as the “fourth formation offering”) to be consummated during the period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the third formation offering and ending on the earlier of (a) the fifteen month anniversary of the closing date and (b) the 60^th day after the expiration of the underwriters’ lock-up period associated with the third formation offering.

The exact timing of the forth formation offering will be determined in good faith by the Company based on market conditions.

For purposes of the Registration Agreement, a “compelling reason” shall exist, with respect to the obligations of GNS and Mosaic in connection with any of the second formation offering, third formation offering or fourth formation offering, as applicable, if: (i) (x) compliance with such obligations in connection with such offering would require GNS or Mosaic to violate the Securities Act, the Exchange Act or any other material securities Law (which is referred to as a “legal conflict”) or (y) a force majeure event shall have occurred that makes compliance with such obligations with respect to such offering impossible; provided that such legal conflict or force majeure event shall be deemed to exist with respect to such offering only so long as such legal conflict exists or such force majeure event continues to make compliance with such obligation impossible, as the case may be, and, in each case, GNS and Mosaic shall seek (including by taking all actions and doing all things reasonably necessary) to eliminate as promptly as practicable such legal conflict or force majeure event, as the case may be; or (ii) at any time during which, with respect to the second formation offering and the third formation offering, the joint book-running underwriters selected by the Company, Cargill and the MAC Trusts, and with respect to the fourth formation offering, the joint book-running underwriters selected by the Company and the MAC Trusts, agree in their good faith judgment that it is impractical to proceed with such offering at such time.

Market Sales; Private Sales

If the MAC Trusts have not yet been entitled to sell at least 49,500,000 shares of our common stock, subject to certain adjustments, and any of the following circumstances exist:

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the second formation offering has been completed and the Company will not conduct a third formation offering under the circumstances described above;

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the third formation offering has been completed and the MAC Trusts either have not requested a fourth formation offering or are not permitted to do so; or

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the fourth formation offering has been completed;

then in such applicable case, the MAC Trusts will have the right to request that the Company maintain a shelf registration statement for the sale of common stock issuable upon conversion of class A common stock held by the MAC Trusts from the date upon which the applicable underwriters’ lock-up period expires until the 24-month anniversary of the closing of the Merger and Split-off in open market transactions on the NYSE or other principal trading market of the Company’s common stock pursuant to brokerage transactions and not involving an underwriting (such sales are referred to as “market sales”).

Under similar conditions described in the paragraph above, the MAC Trusts will be entitled to sell common stock issuable upon conversion of class A common stock held by the MAC Trusts from the date upon which the applicable underwriters’ lock-up expires in “private sales,” as long as such sales will be in accordance with applicable securities laws and the Governance Agreement, will not involve a public offering for cash or an underwriting and either will be made in open market transactions on the NYSE or other principal trading market of the Company’s common stock pursuant to brokerage transactions or will involve a negotiation with the potential acquirers regarding terms of the acquisition.

If the continued sales by the MAC Trusts pursuant to the shelf registration statement described above would at any time require the Company to make an adverse disclosure (as defined in the Registration Agreement), the Company may, by giving written notice to the MAC Trusts, require the MAC Trusts to suspend market sales and private sales; provided, that the Company will not be permitted to require a sale suspension:

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more than two times during any 12-month period; or

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for a period exceeding 45 consecutive days on any one occasion.

The MAC Trusts agree not to effect any market sales or private sales or make any other offer to sell the shares of the Company that they otherwise would be entitled to sell during any sale suspension period described above. The Company has agreed to notify the MAC Trusts upon the termination of any such sale suspension.

S&P 500 Index Inclusion Offering

If the Company’s common stock is to be included in the S&P 500 Index, the Company may, at its election, conduct an underwritten public offering of shares of common stock substantially contemporaneously with the effective time of such inclusion that is directed exclusively or primarily at index funds whose portfolios are primarily based on the S&P 500 Index. The consummation of any such “S&P 500 Index inclusion offering” will not relieve the Company from effecting the other offerings described in this prospectus and in the Registration Agreement.

The procedures for determining the exact timing of, and the order of priority for inclusion of shares in, any S&P 500 Index inclusion offering are set forth in the Registration Agreement. In addition, the Company will not effect the S&P 500 Index inclusion offering:

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after the third formation offering without the prior consent of the MAC Trusts;

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later than the 15-month anniversary of the closing date;

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without the consent of Cargill and the MAC Trusts if the underwriters’ lock-up associated with the S&P 500 Index inclusion offering would reasonably be expected to prevent the completion of the second formation offering within the time prescribed by the Registration Agreement; or

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without the consent of the MAC Trusts if the underwriters’ lock-up associated with the S&P 500 Index inclusion offering would reasonably be expected to prevent the completion of the third formation offering within the time prescribed by the Registration Agreement.

We will in good faith determine the maximum number of shares that may be sold in the S&P 500 Index Inclusion Offering (if any) in consultation with Cargill (if Cargill then holds shares of our common stock) and the MAC Trusts.

Released Share Offerings

Following the two-year anniversary of the Split-off, the MAC Trusts will have the right to request that the Company effect an underwritten secondary offering (which is referred to as a “released share offering”) of our common stock pursuant to a registration statement by making such a request during the “demand period” applicable to each “lock-up release date.” The demand period is generally the 30-day period beginning on the date that is six months prior to the first lock-up release date, the second lock-up release date and the third lock-up release date, as applicable. No demand may be made, however, until at least twelve months after the closing of the last Formation Offering (or the S&P 500 Index inclusion offering) or, if applicable, twelve months following another underwritten public offering effected by the Company after the last of the Formation Offerings (or S&P 500 Index inclusion offering). If the MAC Trusts do not request a released share offering during any demand period, the Company will have the right to effect a released share offering in accordance with the Registration Agreement. The “lock-up release dates” are as follows:

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“first lock-up release date”: the first day after the 30-month anniversary of the Split-off.

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“second lock-up release date”: the first day after the 42-month anniversary of the Split-off.

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“third lock-up release date”: the first day after the 54-month anniversary of the Split-off.

The exact timing of any released share offering will be determined by the Company in good faith after receiving a request for, or in the absence of such request, its own election to effect, a released share offering but no later than one month prior to the next applicable lock-up release date following the applicable demand period.

The MAC Trusts and the other exchanging Cargill stockholders will have the right to participate in each of the released share offerings.

The Company will not be obligated to conduct a released share offering if the aggregate number of shares of common stock requested to be sold in such offering will be less than 9,500,000 shares unless such request includes all remaining shares of the Company entitled to be included in such released share offering.

The Company may also be required, under specified circumstances set forth in the Registration Agreement, to maintain a “shelf” registration statement under which exchanging Cargill stockholders may sell shares of our common stock then held by such stockholders and not otherwise subject to any lock-up restrictions.

Restrictions on Equity Issuances, Share Repurchases

The Registration Agreement provides that during the period beginning on the closing date and ending upon the later of (x) such time as the MAC Trusts have transferred 49,500,000 shares of stock of the Company and (y) the consummation of the second formation offering, but no later than the second anniversary of the closing date, neither the Company nor any of its subsidiaries may, directly or indirectly:

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issue, authorize for issuance, transfer or otherwise dispose of, or register for issuance, sale, transfer or other disposition, announce an intention to issue, sell, transfer or otherwise dispose of, contract or offer to issue, sell, transfer or otherwise dispose of, or grant any option, right or warrant to purchase, or any other right to acquire:

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any shares of capital stock of GNS, Mosaic or any successor entity to GNS or Mosaic;

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any options or other securities convertible, exchangeable or redeemable for, any shares of capital stock of GNS, Mosaic or any successor entity to GNS or Mosaic; or

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any other security or right that may entitle its holder to vote, or participate with respect to dividends or upon liquidation of GNS, Mosaic or any successor entity to GNS or Mosaic (the securities described in this bullet point and in the two bullet points immediately above are referred to as “equity securities”); or

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issue, authorize for issuance, transfer or otherwise dispose of, offer or enter into any swap, derivative or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic risks or consequences of ownership of shares of any equity securities, whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

However, the prohibitions described above will not prohibit the following transactions (in each case, subject to the terms of the Tax Agreement):

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the consummation of the Merger pursuant to the terms of the Merger and Distribution Agreement;

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grants or issuances of equity compensation in the ordinary course pursuant to any employee or director stock plan or other employee or director benefit plan arrangement or employment contract;

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the registration, sale, and offering of the Company’s securities pursuant to the Registration Agreement, as described above;

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the granting by the Company of registration rights to exchanging Cargill debt holders pursuant to the debt exchange agreements; and the registration, offering and sale of the Company’s stock transferred to any exchanging Cargill debt holder in the debt exchanges in accordance with the terms of the applicable debt exchange agreements;

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the issuance of any shares of common stock and/or class A common stock upon conversion of any shares of class A common stock or class B common stock transferred by Cargill to the exchanging Cargill stockholders or the MAC Trusts pursuant to the Split-off; or

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one or more otherwise prohibited primary equity issuances for the account of the Company, if and to the extent that our board of directors reasonably determines in good faith, after consultation with its financial advisor, evidenced by an officer’s certificate delivered to the MAC Trusts and, prior to the second formation offering, Cargill, that (A) the Company requires capital in order to fund its ongoing operations and/or capital expenditure programs and (B) it is advisable for the Company to raise such capital through one or more of such primary equity issuances;

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any primary equity issuance that the MAC Trusts and, at any time prior to the second formation offering, Cargill, shall have consented to in writing (such consents not to be unreasonably withheld or delayed);

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issuances by a wholly-owned subsidiary of the Company of its capital stock to its parent or to another wholly-owned subsidiary of the Company; or

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issuances of equity securities or shares of common stock in accordance with any stockholder rights agreement of the Company.

Additionally, absent the Company receiving a waiver from Cargill and the MAC Trusts, the Registration Agreement provides that during the period beginning on the date the Registration Agreement was executed and

ending on the first lock-up release date, the Company shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, purchase or acquire any equity securities other than purchases by the Company (in each case subject to the terms of the Tax Agreement):

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of shares of our common stock in the ordinary course in connection with the exercise or vesting of any equity-based awards under any employee or director stock plan or other employee or director benefit plan arrangement (including in order to pay taxes or satisfy withholding obligations in respect of such taxes in connection with any such exercise or vesting);

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from the MAC Trusts at any time and from time to time in an amount not to exceed 49.5 million shares less the number of shares of our stock previously transferred by the MAC Trusts (subject to specified exceptions); and

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pursuant to any self tender offer by us for shares of our stock commenced on or after the twenty-four month anniversary of the closing date if, treating all series and classes of our stock as one class of securities for this purpose, such self tender offer would comply with the terms and provisions of Rule 13e-4 promulgated under the Exchange Act (whether or not such terms and provisions are otherwise applicable).

Limitations on Registration

During the first two years following the closing date, we will not be obligated to register any shares of common stock for the Formation Offerings and other offerings described above in the aggregate in excess of the sum of (x) 49,500,000 plus (y) the total number of Cargill Retained Shares (which is expected to be approximately 107,000,000 shares of our common stock).

We have agreed not to initiate or effect, or participate in, any public offering for cash in a transaction involving an underwriting of shares of our stock or other equity securities (i) for a period of twelve months beginning on the later of the closing of the last Formation Offering and any S&P 500 Index inclusion offering (or after the closing of all sales of shares pursuant to any overallotment option granted to underwriters in connection with such formation offering or S&P 500 Index inclusion offering) and (ii) if we effect a public offering or underwriting pursuant to the following provision, for a period of twelve months beginning on the closing of any such public offering or underwriting (or after the closing of all sales of shares pursuant to any overallotment option granted to underwriters in connection therewith); provided, that the foregoing shall not prohibit, subject to the terms of the Tax Agreement, one or more public offerings or underwritings of shares of the Company’s stock or other equity securities for the account of the Company, if and to the extent that the our board of directors reasonably determines in good faith, after consultation with its financial advisor, evidenced by an officer’s certificate delivered to the MAC Trusts and Cargill, that (A) the Company requires additional capital in order to fund its ongoing operations and/or capital expenditure programs and (B) it is necessary (after in good faith considering and taking into account other alternatives available to the Company to raise such capital and the possible negative implications that raising such capital through such public offering or underwriting could have on the ability to timely conduct the first released share offering) for the Company to raise such capital through such public offerings or underwritings.

Indemnification

The Registration Agreement provides that GNS and Mosaic will indemnify Cargill, the MAC Trusts, each holder of shares of the Company to be sold pursuant to the Registration Agreement and their respective directors, officers, fiduciaries, employees, stockholders, members or general or limited partners (and each person, if any, who controls Cargill, the MAC Trusts or such other holder) from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings and expenses to which such party being indemnified may become subject under the Securities Act or otherwise, which arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, any registration statements and other documents filed with the SEC pursuant to the Registration Agreement, subject to certain exceptions.

In addition, subject to certain exceptions, each holder of shares of the Company’s stock included in any Formation Offering, S&P 500 Index inclusion offering or released share offering will indemnify GNS and Mosaic and their respective directors, officers, fiduciaries, employees, stockholders, members or general or limited partners, each person controlling GNS and/or Mosaic and other holders of shares of the Company being sold in such offering with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, the applicable registration statements and other documents filed pursuant to the Registration Agreement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written instructions furnished specifically for use in connection with the preparation of such registration statement or other document to the Company or any of their representatives by or on behalf of such holders of shares of the Company being sold in such offering pursuant to the Registration Agreement.

Governance Agreement

Mosaic, GNS, the MAC Trusts and various trusts formed by and/or for the benefit of members of the Cargill and MacMillan families, the families that own a controlling interest in Cargill, have entered into a governance agreement (the “Governance Agreement”). As a condition to the Mosaic parties’ obligation to complete the Merger, each exchanging stockholder who, to Cargill’s knowledge at the time of closing, is reasonably expected to, or is part of a group of stockholders reasonably expected to, beneficially own 5% or more of the voting power of the Company for the election of directors immediately following the Split-off (such stockholder is referred to as a “significant stockholder”), must be a party to the Governance Agreement. Currently, and based on the same assumptions made in the illustrative examples on pages 4 and 16 of this prospectus, the number of our securities expected to be subject to the provisions of the Governance Agreement are: (i) approximately 103.7 million shares to be received by the MAC Trusts (representing approximately 29.7% of the voting power for the election of directors and approximately 23.3% of our total outstanding shares); and (ii) approximately 37 million shares in the aggregate (representing approximately 25.7% of the voting power for the election of directors and approximately 8.4% of our total outstanding shares) to be received by approximately 20 other trusts formed by and/or for the benefit of members of the Cargill and MacMillan families (the “Other Trusts”). However, none of the Other Trusts is expected to own in excess of 10% of the voting power, and accordingly none of the Other Trusts is expected to be subject to the voting restrictions contained in the Governance Agreement and discussed below. Moreover, none of the Other Trusts is expected to own in excess of 5% of our total outstanding shares and accordingly the transfer and standstill restrictions contained in the Governance Agreement and discussed below would cease to apply in the event the class B common stock were converted to class A common stock and/or common stock. The exchanging Cargill stockholders who are not expected to be parties to the Governance Agreement are expected to receive, based on the same assumptions made in the illustrative examples on pages 4 and 16 of this prospectus, approximately 38 million shares of our class B common stock in the aggregate (representing approximately 26.1% of the voting power for the election of directors).

Pursuant to the Governance Agreement, each significant stockholder has agreed not to “transfer” (which is broadly defined in the Governance Agreement) any voting securities of the Company beneficially owned by such significant stockholder for two years following the closing date, except that the following transfers will be generally allowed:

•

transfers with the prior written consent of the Company;

•

transfers that are “permitted transfers” under the post-Merger restated certificate of incorporation of the Company (which includes transfers relating to payment of estate taxes, intra-family matters, death, bankruptcy-related matters and satisfaction of annual distribution requirements applicable to certain charitable organizations);

•

transfers that the MAC Trusts are allowed to engage in under the Registration Agreement (such as the Formation Offerings or private sales by the MAC Trusts), provided that in the case of private sales (i) the transfer cannot be made to companies or other persons whose primary business is in the

agribusiness sector or in the business of mining or who are significant customers of the Company (which are referred to as “prohibited persons”) and (ii) the transferee in a transfer that will make such transferee a beneficial owner of 5% or more of the voting power for the election for the Company’s board of directors will need to agree to be bound by the Governance Agreement; or

•

transfers pursuant to business combination or similar transaction approved by the our board of directors.

The Governance Agreement also provides that after the two-year anniversary of the closing of the Merger, a significant stockholder can only make the following specified transfers:

•

transfers with the prior written consent of the Company;

•

transfers that are “permitted transfers” under our post-Merger restated certificate of incorporation (as discussed above);

•

transfers pursuant to a business combination or similar transaction approved by the our board of directors;

•

transfers in open market transactions of common stock on the NYSE (or other market in which the common stock principally trades);

•

transfers that are allowed under the Registration Agreement (such as the released share offerings and sales pursuant to a shelf registration statement);

•

a transfer that is a “permitted private transfer,” which is a transfer to any person other than a prohibited person of (i) shares not yet released from their applicable lock-up restrictions so long as such transfer represents more than 5% of the total voting power for the election of the our board of directors and is made to a transferee who agrees to be bound by the Governance Agreement, or (ii) shares released from their applicable lock-up restrictions to a transferee who either will not, after giving effect to the transfer, beneficially own 5% of more of the total voting power for the election of our board of directors or will agree to be bound by the Governance Agreement;

In addition, the following revisions with respect to transfer restrictions will be made to the Governance Agreement in connection with the settlement of the Stockholder Actions as described in the section entitled “The Transactions—Litigation Relating to the Merger”:

•

transfers of class B common stock that require the prior written consent of the Company can only be made at a price per share that does not exceed the “common market price” (which is defined to mean the average of the volume-weighted average trading price of our common stock on the NYSE for the 20 days before such transfer); or

•

transfers pursuant to a business combination or similar transaction approved by our board of directors can only be made if all classes of Company stock are offered the same form and amount of consideration per share.

The transfer restrictions imposed by the Governance Agreement cease to apply to a significant stockholder once such stockholder, together with certain of such stockholder’s permitted transferees, beneficially owns less than 5% of the total voting power for the election of the our board of directors.

Pursuant to the Governance Agreement, each significant stockholder is to be generally subject to standstill restrictions until the earlier of (i) the fifth anniversary of the closing of the Merger (which date will be revised to the 54-month anniversary of the closing of the Merger following the amendment of the Governance Agreement that is expected to be made in connection with the settlement of the Stockholder Actions as described in the section entitled “The Transactions—Litigation Relating to the Merger”) and (ii) the date such stockholder together with certain of such stockholder’s permitted transferees, beneficially owns less than 5% of the total voting power for the election of our board of directors, including restrictions against:

•

acquiring any additional shares of our stock (subject to specified exceptions);

•

acquiring or seeking or proposing to acquire, by tender offer, merger, restructuring or other extraordinary transaction, a material portion of the Company’s business or all or substantially all of the Company’s assets, or engaging in any such a transaction involving the Company;

•

seeking to affect control of the management of the Company, including by running a proxy contest, by publicly announcing such intention, or through filings with any governmental entity;

•

calling a stockholders meeting or proposing any director nominations or other matters to be voted on by the Company’s stockholders; or

•

taking any actions or entering into any discussions inconsistent with the foregoing.

In addition, each significant stockholder has agreed that, until the earlier of the third anniversary of the closing of the Merger and the date on which such stockholder together with certain of such stockholder’s permitted transferees, beneficially owns less than 10% of the total voting power for the election of the our board of directors, such stockholder will, among other things, vote its shares of the Company’s stock (other than with respect to the election of directors and with respect to a proposal to convert the class B common stock into class A common stock or common stock (or a combination thereof)) at all meetings of the our stockholders in accordance with our board of directors’ recommendation with respect to each matter, so long as holders of a majority of the voting securities owned by all holders other than the significant stockholders who have submitted proxies to the Company in respect of such meeting have authorized us to vote their securities represented by such proxies to be voted in accordance with our board of directors’ recommendation on such matter. Following the amendment to the Governance Agreement that is expected to be made in connection with the settlement of the Stockholder Actions as described in the section entitled “The Transactions—Litigation Relating to the Merger”, (i) the voting agreement of each significant stockholder described in this paragraph will only apply to common stock and class A common stock and (ii) each significant stockholder will vote its shares of class B common stock (other than with respect to the election of directors and with respect to a proposal to convert the class B common stock into class A common stock or common stock (or a combination thereof)) at all meetings of our stockholders in a manner that is proportionate to the manner in which all holders other than the significant stockholders who have submitted proxies to us in respect of such meeting have authorized their securities represented by such proxies to be voted.

Tax Agreement

Mosaic, GNS and Cargill entered into the Tax Agreement in order to provide for certain tax-related obligations and indemnifications with respect to the Merger and Split-off. The Tax Agreement contains representations made by Mosaic and GNS that relate to the tax treatment of the Merger and Split-off. It also provides for certain restrictions on our and our subsidiaries’ actions following the Split-off, including agreed-upon limitations on the number of shares that we may issue, redeem, or give our consent to transfer.

Under the Tax Agreement, Mosaic and GNS have agreed to indemnify Cargill and its subsidiaries for taxes and tax-related losses imposed on Cargill and its subsidiaries that are attributable to, arise out of or result from the Split-off and/or debt exchanges failing for certain reasons to qualify as tax-free, if the taxes and related losses are attributable to, arise out of or result from (i) the Company or MOS Holdings having engaged in certain “prohibited acts,” generally during the two-year period following the Split-off or (ii) any breach or inaccuracy of any representation, warranty or covenant made by Mosaic or GNS in the Tax Agreement. Generally speaking, a “prohibited act” under the Tax Agreement consists of any of the following actions of the Company or any of its subsidiaries:

•

entering into, or being a party to any agreement, understanding, arrangement or substantial negotiations (as defined in Treasury Regulations promulgated under Section 355(e)) pursuant to which any person would, directly or indirectly, acquire, increase or have the right to acquire or increase such person’s ownership interest (by vote or value) in the Company or MOS Holdings; provided that (1) acquisitions contemplated by the transaction documents (including the Formation Offerings), and (2) equity

issuances, redemptions (from the MAC Trusts or in connection with the exercise or vesting of equity-based awards) and approvals of transfers within an agreed-upon “basket” of a maximum of approximately 42 million shares (subject to reduction in the event of redemptions) will not constitute “prohibited acts”;

•

approving or recommending a third-party tender offer or exchange offer for the Company’s stock or causing or permitting any merger, reorganization, combination or consolidation of the Company or MOS Holdings with or into any person, including any liquidation or partial liquidation of the Company or MOS Holdings;

•

taking any action that would cause any share of the Company held by MOS Holdings following the Merger not to be considered outstanding for United States federal income tax purposes;

•

subdividing or combining the outstanding shares of the Company’s stock (other than, generally, conversions provided for in the post-Merger restated certificate of incorporation of the Company);

•

causing or permitting the Company or MOS Holdings to be treated as other than a corporation for United States federal income tax purposes;

•

causing the Company’s “separate affiliated group” (as defined in Section 355(b) of the Code) to fail to be engaged in the fertilizer business;

•

reclassifying, exchanging or converting any shares of the Company’s stock into another class or series of the Company’s stock (other than, generally, conversions provided for in the post-Merger restated certificate of incorporation of the Company);

•

amending, altering or changing the voting rights of any shares of the Company’s stock (other than a conversion of class B common stock to either class A common stock or common stock (or a combination thereof) upon the receipt of stockholder approval, as described herein);

•

initiating, effecting or participating in the first of the “released share offerings” described herein until twelve months have elapsed since the last Formation Offering (or, if later, any other “public offering” (as defined in the Treasury Regulations promulgated under Section 355(e))) conducted by the Company;

•

other than with respect to shares of the Company’s stock being sold in transactions contemplated by the transaction documents, or any actions in connection therewith, knowingly facilitating the acquisition of the Company’s stock by any person or coordinating group (as defined in Treasury Regulation §1.355-7(h)(4)) (other than Cargill and its subsidiaries) including by furnishing any material, non-public information concerning any Mosaic party to any such person or coordinating group, if, to the knowledge of the Company, such acquisition would result in any person or coordinating group beneficially owning, directly or indirectly, 10% or more of the outstanding shares of the Company’s common stock;

•

other than with respect to shares of the Company’s stock being sold in transactions contemplated by the transaction documents, or any actions in connection therewith, knowingly facilitating the participation in the management or operation of the Company (including by becoming a director of the Company) by a person or coordinating group (as defined in Treasury Regulation §1.355-7(h)(4)) (other than Cargill and its subsidiaries) who, to the knowledge of the Company, beneficially owns, directly or indirectly 5% or more of the outstanding shares of the Company’s common stock; and

•

electing to treat Merger Sub as a corporation for United States federal income tax purposes.

The redemptions and equity issuances that may be undertaken within the “basket” described under the first bullet-point above are also restricted as described under the heading “Description of Certain Transaction Agreements—The Registration Agreement—Restrictions on Equity Issuances, Share Repurchases.”

Under the Tax Agreement, any of these “prohibited acts” may be undertaken by the Company if it receives an opinion, satisfactory to Cargill, that such action(s) will not result in the Split-off or the debt exchanges being

treated as taxable transactions. However, the receipt of any such opinion does not relieve the Company of its indemnification obligations under the Tax Agreement.

The Tax Agreement also provides the parties’ rights to participate in and control a tax audit of the transactions. Any tax controversy relating to the transactions described herein will be conducted and controlled by the party in whose tax return the controversy arises. The other party would have the right to jointly participate in the tax controversy at its own expense. The party controlling the tax controversy may not agree to pay or settle a tax controversy without the other party’s consent, which shall not be unreasonably withheld or delayed.

Registration Rights Agreement

GNS and the MAC Trusts entered into a registration rights agreement. The registration rights agreement generally provides that, following 180 days after the 54-month anniversary of the Split-off, the MAC Trusts would have two rights to request that the Company file a registration statement under the Securities Act, pursuant to which the MAC Trusts could sell any remaining shares of the Company that the MAC Trusts received in the Split-off and did not otherwise dispose of prior to the request being made.

In addition, the registration rights agreement provides the MAC Trusts will be generally entitled to certain “piggyback” rights following 180 days after the 54-month anniversary of the Split-off if the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a demand registration described above, registrations related solely to employee benefit plans or a transaction under Rule 145 of the Securities Act).

OTHER ARRANGEMENTS AND RELATIONSHIPS BETWEEN MOSAIC AND CARGILL

Mosaic was formed in 2004 through the business combination of IMC Global Inc. (“IMC”) and the fertilizer business of Cargill (the “2004 transaction”). The principal relationships between Mosaic and Cargill are described in the following paragraphs. The transactions and agreements discussed below (with the exception of an Existing Registration Rights Agreement, as defined below) will not be affected by the Merger, Split-off, Debt Exchanges or Formation Offerings described elsewhere in this prospectus.

Registration Rights Agreement

In connection with the 2004 transaction, the Company and Cargill entered into a Registration Rights Agreement (which is referred to as the “Existing Registration Rights Agreement”).

Pursuant to the Existing Registration Rights Agreement, Cargill has the right to request that Mosaic file a registration statement with the SEC for an offering of Cargill’s shares of Company common stock. In addition, if Mosaic proposes to register any of its securities under the Securities Act, Cargill may request that its shares of Mosaic common stock be included in the registration.

Upon the closing of the Initial Formation Offering, the Existing Registration Rights Agreement will terminate and will be void and of no force and effect.

Reimbursement of Pre-Combination Incentive Compensation

In connection with the 2004 transaction, various former Cargill employees who became Mosaic employees retained their stock options and cash performance options granted by Cargill prior to the 2004 transaction pursuant to Cargill’s compensation plans. Liabilities associated with these stock options and cash performance options were primarily related to the Cargill fertilizer businesses and Mosaic assumed them. Mosaic’s maximum aggregate reimbursement obligation to Cargill for costs associated with pre-combination stock options and cash performance options under no circumstance can exceed $9.8 million. Mosaic has no reimbursement obligation for any pre-combination stock option or cash performance option award to any former Cargill employee who are Mosaic executive officers. During the Company’s 2010 fiscal year, Mosaic reimbursed Cargill approximately $6,000 for costs associated with the pre-combination stock options and cash performance options.

Pensions Plans and Other Benefits

Pension and other postretirement benefit liabilities for various former employees of Cargill’s fertilizer businesses were not transferred to Mosaic in connection with the 2004 transaction. These former Cargill employees remain eligible for pension and other postretirement benefits under Cargill’s plans. Cargill incurs the associated costs and charges them to Mosaic. The amount that Cargill may charge Mosaic for these pension costs may not exceed $2.0 million per year and is capped at $19.2 million in the aggregate. This cap does not apply to the costs associated with certain union participants who were active participants and earned service credit under Cargill’s pension plans after the 2004 transaction and on or prior to December 31, 2010. Mosaic incurred costs of approximately $1.1 million under these arrangements in its fiscal 2010.

Cargill Transactions Subcommittee and Other Transactions with Cargill

The Cargill transactions subcommittee of the corporate governance and nominating committee of our board of directors, comprised solely of independent directors, is responsible for reviewing and approving transactions , arrangements or agreements between the Company and Cargill. Mosaic’s related person transactions approval policy provides for the delegation of approval authority for certain transactions with Cargill, other than those of the type described in such related person transactions approval policy, to an internal committee comprised of senior managers. The internal management committee is required to report its activities to the Cargill transactions subcommittee on a periodic basis.

The Company and its subsidiaries engage in various transactions, arrangements and agreements with Cargill, which are described below. The Cargill transactions subcommittee (or a predecessor special transactions committee of the Company’s board of directors) or the Company’s internal management committee has either approved or ratified these transactions, arrangements or agreements.

The Company and its subsidiaries have negotiated each of the following transactions, arrangements and agreements with Cargill on the basis of what the Company and its subsidiaries believe to be competitive market practices.

•

Supply Agreements. Subsidiaries of the Company sell fertilizer to Cargill or its subsidiaries under supply agreements for resale through their retail stores in United States and Western Canada. A subsidiary of the Company also sells phosphate fertilizer under a supply agreement with Cargill’s subsidiary in Argentina. In Mosaic’s fiscal 2010, sales were approximately $15.5 million, $60.2 million and $14.4 million, respectively, under these supply agreements. A subsidiary of the Company also has an agreement to sell untreated white muriate of potash to Cargill’s salt business in the United States, pursuant to which sales were approximately $2.5 million during Mosaic’s fiscal 2010. In addition, subsidiaries of the Company have various agreements relating to the supply of feed grade phosphate, potash and urea products to Cargill’s animal nutrition, grain and oilseeds, and poultry businesses. Sales under these agreements in Mosaic’s fiscal 2010 were approximately $16.3 million.

•

Spot Fertilizer Sales. From time to time, subsidiaries of the Company make spot fertilizer sales to Cargill’s subsidiary in Paraguay and Bolivia. The Cargill subsidiary purchased approximately $16.9 million of fertilizer product in these spot sales in Mosaic’s fiscal 2010.

•

Ocean Transportation Agreement. A subsidiary of the Company has a non-exclusive agreement with Cargill’s Ocean Transportation Division to perform various freight related services for the Company. During Mosaic’s fiscal 2010, the Company paid Cargill approximately $84.4 million (inclusive of fees and freight paid to Cargill, which is responsible for payment to vessel owners and charterers) for freight and related services under this agreement.

•

Barter Agreements. Company subsidiaries have barter relationships with Cargill’s grain and oilseeds businesses in Brazil and Argentina. The number of barter transactions varies from year to year. Cargill paid the Company and its subsidiaries approximately $84.8 million in Brazil and $73.8 million in Argentina under these relationships in Mosaic’s fiscal 2010.

•

Miscellaneous Co-Location Agreements. The Company and its subsidiaries have various office sharing and sublease arrangements with Cargill in various geographic locations, including with respect to certain offices in Argentina, Brazil, China and the United States. The Company and its subsidiaries incurred costs of approximately $0.6 million under these arrangements in fiscal 2010.

•

Miscellaneous. There are various other agreements between the Company and /or its subsidiaries and Cargill which the Company believes are not significant to it.

SELLING STOCKHOLDERS AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Securities by Directors and Executive Officers

The following table shows the number of shares of common stock of The Mosaic Company (referred to in this section as “Mosaic”) owned beneficially, as of April 15, 2011, by (1) each director of Mosaic, (2) each executive officer of Mosaic named in the Summary Compensation Table in Mosaic’s 2010 Definitive Proxy Statement on Schedule 14A filed with the SEC on August 24, 2010, and (3) all of Mosaic’s directors and executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power with respect to the shares of common stock beneficially owned by that individual, and his or her shares are not subject to any pledge. After the Merger and Split-off, it is anticipated that all of the directors and executive officers will hold common stock of GNS II (U.S.) Corp. (referred to in this section as the “Company”) in the same amounts indicated in the table below. See “The Transactions.” None of such individuals is a selling stockholder in the offering. The information below reflects recent transactions by certain of our executive officers and directors. See “Shares Eligible for Future Sale—Recent Sales.”


Name of Beneficial Owner	Number of Shares of Mosaic Common Stock Beneficially Owned ^(1)(2)(3)		Percent of Outstanding Mosaic Common Stock
Norman B. Beug		111,956		*
Phyllis E. Cochran		10,551		*
William R. Graber		21,592		*
Emery N. Koenig		—		*
Robert L. Lumpkins		29,387		*
Richard L. Mack		148,053		*
Harold H. MacKay		36,542		*
David B. Mathis		57,909		*
William T. Monahan		23,792		*
James (“Joc”) C. O’Rourke		4,006		*
James L. Popowich		9,336		*
James T. Prokopanko		382,404		*
Sergio Rial		—		*
David T. Seaton		2,685		*
Steven M. Seibert		11,984		*
Lawrence W. Stranghoener⁽⁴⁾		265,615		*
All directors and executive officers as a group (20 persons)		1,286,822		*

*	Represents less than 1% of the outstanding shares.

(1)	Beneficial ownership of securities is based on information furnished or confirmed by each director or executive officer.

(2)	Includes the following shares subject to stock options or restricted stock units exercisable, vested or vesting within 60 days of April 15, 2011:


Name	Stock Options		Restricted Stock Units
Norman B. Beug		25,142		—
Phyllis E. Cochran		—		4,039
William R. Graber		—		4,039
Robert L. Lumpkins		—		8,078
Richard L. Mack		110,130		—
Harold H. MacKay		21,750		4,039
David B. Mathis		17,600		4,039
William T. Monahan		—		4,039
James (“Joc”) C. O’Rourke		4,006		—
James L. Popowich		—		4,039
James T. Prokopanko		298,409		—
David T. Seaton		—		2,685
Steven M. Seibert		—		4,039
Lawrence W. Stranghoener		173,150		—
All directors and executive officers as a group (20 persons)		782,657		39,036

(3)	We have included stock options and restricted stock units only if they are exercisable, or vest, within 60 days of April 15, 2011.

(4)	Includes 250 shares of common stock held by Mr. Stranghoener’s three children.

Ownership of Securities by Others

We believe that as of April 15, 2011, the following named organizations are either (i) the beneficial owners of more than 5% of the outstanding common stock of Mosaic, based on filings with the SEC or (ii) will be the beneficial owners of more than 5% of the outstanding common stock of the Company following the Merger and Split-off.

Name and Address of Beneficial Owner

Number of
Shares of
Mosaic
Common Stock
Beneficially
Owned Before
the Merger and
Split-off ⁽¹⁾

Percent of
Outstanding
Mosaic Common
Stock Before the
Merger and
Split-off ⁽¹⁾

Number of
Shares of
Company
Common Stock
Beneficially
Owned After the
Merger and
Split-off ⁽¹⁾⁽²⁾

Percent of
Outstanding
Company
Common Stock
After the
Merger and
Split-off ⁽¹⁾⁽²⁾

Cargill, Incorporated

285,759,772

⁽³⁾

%⁽³⁾

⁽⁴⁾

%⁽⁴⁾

15615 McGinty Road West

Wayzata, Minnesota 55391

The Anne Ray Charitable Trust

6889 Rowland Road
Eden Prairie, MN 55344

—

⁽⁵⁾

%⁽⁵⁾

The Margaret A. Cargill Foundation

6889 Rowland Road
Eden Prairie, MN 55344

—

⁽⁶⁾

%⁽⁶⁾

*	Represents less than 1% of the outstanding shares.

(1)	Pursuant to the Merger, holders of Mosaic common stock will receive either class A common stock, class B common stock or common stock of the Company.

(2)	All beneficial ownership amounts and percentages in columns designated as after the Merger and Split-off assume the conversion of all shares of class A common stock and class B common stock into shares of

common stock, as shares of class A common stock and class B common stock will be convertible into shares of common stock subject to certain conditions. See “Description of Capital Stock—Transfer Restrictions and Conversion Provisions.”

(3)

Includes 30,155,221 shares of common stock held by GNS I (U.S.) Corp. and 243,972,618 shares of common stock held by Cargill Fertilizer, Inc., both of which are wholly-owned subsidiaries of Cargill, Incorporated. All of the shares held by GNS I (U.S.) Corp. and Cargill Fertilizer, Inc. will be transferred to Cargill, Incorporated prior to the effective time of the Merger.

(4)	Represents shares of common stock. See “Description of Capital Stock.”

(5)	Represents shares of common stock, shares of class A common stock and shares of class B common stock. See “Description of Capital Stock.”

(6)	Represents shares of common stock, shares of class A common stock and shares of class B common stock. See “Description of Capital Stock.”

Selling Stockholders

The following table sets forth, for each MAC Trust that is a selling stockholder, the name, the number of shares of Company common stock beneficially owned after giving effect to the Merger and the Split-off, the number of shares of Company common stock being offered pursuant to this prospectus and the number of shares of Company common stock that will be beneficially owned immediately after the offering contemplated by this prospectus.

Name of Selling
Stockholder

Shares of
Company
Common
Stock
Beneficially
Owned
After the
Merger and
Split-off
and Prior to
this
Offering

Shares of
Company
Common
Stock
Being
Offered

Shares of
Company
Common
Stock Subject
to Option

Shares of Company
Common Stock Beneficially
Owned After this Offering

Percentage of
Common
Stock
Beneficially
Owned Prior
to this
Offering

Percentage of Company
Common Stock Beneficially
Owned After this Offering

With
Option⁽¹⁾

Without
Option⁽²⁾

With
Option ⁽¹⁾⁽³⁾

Without
Option ⁽²⁾⁽³⁾

The Anne Ray Charitable Trust

The Margaret A. Cargill Foundation

(1)	Assumes the underwriters exercise their option to purchase an additional shares of Company common stock in full.

(2)	Assumes the underwriters do not exercise their option to purchase additional shares of Company common stock.

(3)

All beneficial ownership amounts and percentages assume the conversion of shares of class A common stock and class B common stock into shares of common stock, as all shares of class A common stock and class B common stock will be convertible into shares of common stock subject to certain conditions. See “Description of Capital Stock—Transfer Restrictions and Conversion Provisions.” All shares being offered pursuant to this prospectus are shares of Company common stock.

In addition, after giving effect to the Merger and the Split-Off and prior to this offering, Cargill will beneficially own shares of Company common stock. It is anticipated that affiliates of two of the underwriters of this offering (the “initial debt exchange parties”) will participate in the initial debt exchange with Cargill. The initial debt exchange agreement is expected to provide that the initial debt exchange parties, each acting as a principal for its own account, would exchange debt obligations of Cargill held by such initial debt exchange parties for shares of Company common stock to be received by Cargill in the Merger. If we, Cargill and the initial debt exchange parties enter into

the initial debt exchange agreement, as described above, the initial debt exchange parties will be the owners of the shares of common stock that they acquire in the exchange, regardless of whether this offering is completed. For purposes of the U.S. federal securities laws, however, Cargill will be deemed a selling stockholder of any shares of Company common stock that the initial debt exchange parties acquire from Cargill in the exchange and sell in this offering. A total of shares of Company common stock are expected to be exchanged by Cargill with the initial debt exchange parties pursuant to the initial debt exchange agreement (assuming the underwriters do not exercise their option to purchase additional shares) and subsequently sold in this offering. Following the completion of the expected initial debt exchange and the consummation of this offering, Cargill will beneficially hold shares of Company common stock (or %), or shares of Company common stock (or %) if the underwriters exercise their option to purchase additional shares in full.

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our post-Merger restated certificate of incorporation and post-Merger amended and restated bylaws as each is anticipated to be in effect upon the closing of this offering. We also refer you to our post-Merger restated certificate of incorporation and post-Merger amended and restated bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Authorized Capital

Our authorized capital stock consists of (1) 1 billion shares of common stock, (2) 275 million shares of class A common stock, of which (i) 77,666,668 are designated class A common stock, series A-1 (“series A-1 stock”), (ii) 77,666,667 are designated class A common stock, series A-2 (“series A-2 stock”), (iii) 77,666,665 are designated class A common stock, series A-3 (“series A-3 stock”), and (iv) 42,000,000 are designated class A common stock, series A-4 (“series A-4 stock”); (3) 200 million shares of class B common stock, of which (i) 66,666,668 are designated class B common stock, series B-1 (“series B-1 stock”), (ii) 66,666,667 are designated class B common stock, series B-2 (“series B-2 stock”) and (iii) 66,666,665 are designated class B common stock, series B-3 (“series B-3 stock”); and (5) 15 million shares of preferred stock. The common stock, the class A common stock and the class B common stock are collectively referred to in this section as “Company stock.”

Immediately following the closing of this offering, there are expected to be shares of common stock issued and outstanding, shares of class A common stock issued and outstanding, shares of class B common stock issued and outstanding and no shares of preferred stock outstanding.

Common Stock, Class A Common Stock and Class B Common Stock

The common stock has the same economic rights as the class A common stock and class B common stock (including with respect to dividends and other distributions), and will vote together as a single class except as described below under the heading “—Voting.” Each share of each series of class A common stock is entitled to one vote per share with respect to all matters to which holders of class A common stock are entitled to vote. Each share of each series of class B common stock is entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all matters to which holders of class B common stock are entitled to vote. The common stock is entitled to one vote per share with respect to all matters to which holders of common stock are entitled to vote. The class A common stock and class B common stock are subject to certain transfer restrictions as described under the heading “—Transfer Restrictions and Conversion Provisions.”

There will be four series of class A common stock and three series of class B common stock to facilitate the implementation of the transfer restrictions applicable to these shares. See “—Transfer Restrictions and Conversion Provisions.” Each series of class A common stock is substantially identical to each other series of class A common stock in all respects other than the date of expiration of the transfer restrictions applicable to each series and the date on which each series will automatically convert into shares of common stock, as more fully described below. Each series of class B common stock is substantially identical to each other series of class B common stock in all respects other than the date of the expiration of the transfer restrictions applicable to each series, as more fully described below.

Holders of Company stock are generally entitled to dividends and other distributions in cash, securities or property out of funds legally available for that purpose as may be declared by our board of directors. Our board of directors’ authority to declare dividends is subject to the rights of any holders of preferred stock and the availability of sufficient funds under the DGCL to pay dividends.

The Company stock has no preemptive rights and no cumulative voting rights.

In the event of our liquidation, dissolution or winding up, the holders of the Company stock will be entitled to receive, after payment in full of all amounts to which the holders of any then outstanding preferred stock may be entitled, the remaining assets to be distributed to the holders of the capital stock of the Company will be distributed ratably, on a share for share basis, among the holders of all classes and series of Company stock.

In addition, our post-Merger restated certificate of incorporation will provide that:

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(i) no dividends or distributions shall be paid in shares of class B common stock, (ii) we shall not issue any option, warrant or other right to acquire shares of class B common stock, (iii) nor shall we implement any rights plan that provides for the distribution of rights to purchase shares of class B common stock; and

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we shall not (i) effect any reorganization, consolidation, combination or merger with or into another corporation or other entity (whether or not we are the surviving entity), (ii) consummate any agreement providing for, or otherwise approve, any tender or exchange offer for any shares of our stock, or (iii) grant any “top-up” option or other option in connection with any tender or exchange offer for any shares of our stock, unless, in each case (other than in the case of an implementation by us of a rights plan), the holders of outstanding shares of each class and series of our stock will be entitled to receive the same kind and amount of consideration (including shares of stock and other securities and property (including cash)), if any, for each share so held, without distinction between classes of our stock.

Preferred Stock

Our board of directors is authorized, subject to legal limitations and by certain provisions contained in our post-Merger restated certificate of incorporation (as described below), from time to time, to provide for the issuance of shares of preferred stock in one or more series, and to prescribe the designation, powers, relative preferences and rights of the shares of each series and the qualifications, limitations, or restrictions of the shares of each series. This authorization includes the right to fix the designation of the series and the number of shares in it, dividend rates and rights, voting rights, conversion rights, redemption rights, sinking fund provisions, liquidation rights, and any other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof.

As of the date of this prospectus, there are no shares of the Company’s preferred stock issued and outstanding.

We may be able to issue the Company’s preferred stock in ways which may delay, defer or prevent a change in control of without further action by our stockholders and may adversely affect the voting and other rights of the holders of our common stock. The issuance of the Company’s preferred stock with voting and conversion rights may adversely affect the voting power of the holders of the Company’s common stock, including the loss of voting control to others.

Transfer Restrictions and Conversion Provisions

The following is a detailed description of the transfer restrictions and conversion provisions applicable to each series of class A common stock and each series of class B common stock.

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Transfer restrictions. Except as expressly permitted in the post-Merger restated certificate of incorporation, class A common stock may not be transferred and class B common stock may not be transferred until the “lock-up” expiration date applicable to such shares. The lock-up expiration date applicable to the series B-1 stock is the 30-month anniversary of the Split-off (the “first lock-up release date”), the lock-up expiration date applicable to the series B-2 stock is the 42-month anniversary of the Split-off (the “second lock-up release date”) and the lock-up expiration date applicable to series B-3 stock, is the 54-month anniversary of the Split-off (the “third lock-up release date”). As set forth in the post-Merger restated certificate of incorporation, prior to the 24-month anniversary of the Split-off, our

board of directors has the authority to waive or otherwise remove the transfer restrictions applicable to the series A-4 stock, or any other series of class A common stock held by the MAC Trusts so long as in either case transfers made by the MAC Trusts following any such waiver occur prior to the second anniversary of the Split-off. Following the 24-month anniversary of the Split-off, our board of directors may waive or otherwise remove the transfer restrictions applicable to all or a number of shares of each series of class A common stock together with its corresponding series of class B common stock (together, a “combined series of stock”) provided that, except in the case of a waiver or removal of the restrictions on transfer if required to permit transfers under the Governance Agreement, if our board of directors waives or otherwise removes the restrictions with respect to less than all of any combined series of stock, the number of shares of such combined series of each holder in respect of which the restrictions are waived or otherwise removed will be in proportion to the percentage of shares of such combined series of stock for which our board of directors is waiving or otherwise removing such restrictions. If our board of directors waives or otherwise removes the restrictions applicable to any combined series of stock pursuant to the previous sentence for less than all of the shares of that combined series of stock held by any holder, the waiver or removal of restrictions will apply first to that holder’s class A common stock of the combined series and second to that holder’s shares of class B common stock (if any) of such combined series.

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Restriction on buybacks of class A common stock and class B common stock. We shall not, and shall not permit any of our subsidiaries to, purchase or otherwise acquire any shares of class A common stock or class B common stock at a price per share that exceeds the common market price (which is defined to mean the average of the volume-weighted average trading price of our common stock on the NYSE for the 20 days before such transfer).

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Conversion of class B common stock. If our board of directors determines to submit to our stockholders, at a duly called meeting of stockholders, a proposal to effect a conversion of the shares of class B common stock, and this proposal is approved by the affirmative vote of the holders of a majority of the voting power of the shares of common stock, class A common stock and class B common stock entitled to vote and present in person or by proxy at the meeting, voting together as a single class, then each share of class B common stock will be converted, on a one-for-one basis in the manner described below. The approval by our stockholders as described in this paragraph is referred to as the “conversion approval.” If the conversion approval occurs before the first lock-up release date, each share of each series of class B common stock will be automatically converted into the corresponding series of class A common stock. If the conversion approval occurs on or after the first lock-up release date but before the second lock-up release date, each share of series B-1 stock will be automatically converted into one share of common stock, each share of series B-2 stock will be automatically converted into one share of series A-2 stock and each share of series B-3 stock will be automatically converted into one share of series A-3 stock. If the conversion approval occurs on or after the second lock-up release date but before the third lock-up release date, each share of series B-1 stock and each share of series B-2 stock will be automatically converted into one share of common stock and each share of series B-3 stock will be automatically converted into one share of series A-3 stock. If the conversion approval occurs on or after the third lock-up release date, each share of class B common stock will automatically be converted into one share of common stock. There is no binding commitment by our board of directors to, and there can be no assurance that our board of directors will, consider proposing a conversion or resolve to submit such a proposal to our stockholders. If submitted, there can be no assurance that our stockholders would approve such a conversion.

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Conversion of series A-4 stock. Prior to the second anniversary of the Split-off, each share of series A-4 stock will be automatically converted into common stock upon the sale of such share in a formation offering, in a market sale or in a private sale (as defined in “The Transactions—Description of Certain Transaction Agreements—The Registration Agreement—Market Sales; Private Sales”). On the second anniversary of the Split-off, each share of series A-4 stock still outstanding will convert automatically into one share of common stock.

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Conversion of series A-1 stock, series A-2 stock and series A-3 stock. Each share of each of such series of series A-1 stock, series A-2 stock and series A-3 stock will be automatically converted into one share of common stock on the lock-up release date applicable to the corresponding series of the class B common stock as described above. In addition, and as discussed in the description of the Registration Agreement (please see the section entitled “The Transactions—Description of Certain Transaction Agreements—Registration Agreement—Released Share Offerings”), the holders of class A common stock may also be permitted to participate in the released share offerings, each of which will take place in connection with the lock-up release dates, as described above. To the extent each such stockholder is permitted to sell shares of common stock in such offerings (as determined by the provisions of the Registration Agreement), a number of shares of class A common stock held by each such holder equal to the amount of common stock permitted to be sold by each such stockholder shall be automatically converted into common stock and sold in the applicable released share offering. As a general matter, to the extent there is capacity in each released share offering (as determined by the provisions of the Registration Agreement), each share of series A-1 stock will be converted and sold in the first released share offering, each share of series A-2 stock will be converted and sold in the second released share offering and each share of series A-3 stock will be converted and sold in the third released share offering. However, to the extent there is additional capacity in each of these offerings to sell more shares than would be converted in accordance with the previous sentence, shares of series A-3 will first be converted and sold in such offering, and if capacity still remains, shares of series A-2 stock will be converted and sold in such offering. Prior to the second anniversary of the Split-off, our board of directors may, in its sole discretion, convert any number of these shares automatically into common stock so long as such conversion occurs in connection with the sale of such shares in the Formation Offerings, a market sale or a private sale (as defined in section titled “The Transactions—Description of Certain Transaction Agreements— Registration Agreement—Market Sales; Private Sales”). Following the later of a conversion approval and the second anniversary of the Split-off, our board of directors may, in its sole discretion, convert any number of these shares automatically, at any time, into common stock so long as it does so ratably among all the holders of such stock.

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Death conversion. As set forth in the our post-Merger restated certificate of incorporation, in the event an estate of a person who has died after January 18, 2011 is a holder of the class A common stock or in the event a grantor, settler or beneficiary of a trust that holds shares of class A common stock dies after January 18, 2011, such estate or trust may, without payment of additional consideration, convert shares of class A common stock held by such trust or estate, on a share-for-share basis, into shares of common stock under certain circumstances and conditions described in our certificate of incorporation.

Voting

Each share of each series of class A common stock is entitled to one vote per share with respect to all matters to which holders of class A common stock are entitled to vote. Each share of each series of class B common stock is entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all other matters to which holders of class B common stock are entitled to vote. The common stock is entitled to one vote per share with respect to all matters to which holders of common stock are entitled to vote. The common stock, the class A common stock and class B common stock vote together as a single class, except as provided below.

Notwithstanding the voting provisions described in the paragraph above, for so long as any shares of class A common stock or class B common stock are outstanding, we are generally prohibited from taking the following actions, without the requisite vote and/or the requisite votes (each, as defined below):

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amending, altering or repealing our certificate of incorporation (including by merger, consolidation or otherwise) if such amendment would alter or change the powers, preferences, or relative, participating, optional or other special rights of the shares of class A common stock and/or class B common stock (or any series thereof), or the qualifications, limitations or restrictions with respect thereto, so as to affect them adversely;

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establishing or issuing any series of preferred stock if the terms of such series of preferred stock would be violated or breached by or as a result of the conversion of the shares of class A common stock or class B common stock (or any series thereof), or the transfer of such shares;

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issuing shares of class A common stock or class B common stock (or any series thereof), other than pursuant to the Merger and other than issuances upon the conversion of series A-4 stock or class B common stock or upon a dividend or other distribution paid by the Company in such shares;

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permitting any reorganization, consolidation, combination or merger of the Company unless the consideration to be received by each holder of a share of class A common stock or class B common stock is the same kind and amount as any holder of a share of common stock will receive;

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permitting (including by its board of directors and subsidiaries) to make, agree to, approve or recommend any tender or exchange offer of any shares of common stock, class A common stock or class B common stock, unless such tender or exchange offer treats of series and classes of common stock, class A common stock and class B common stock as constituting one class of securities for such purpose;

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subdividing or combining the outstanding shares of common stock, class A common stock or class B common stock (or any series thereof), unless the outstanding shares of the other such classes and series are proportionately subdivided or combined in the same manner; and

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amending, altering or repealing the above described provisions in bullets one through six and the definitions in the paragraph below or adopting an inconsistent provision in the certificate of incorporation; provided that no vote required by the above described provisions in bullets one through six will be required for any action taken by the Company in connection with the implementation of a stockholder rights plan.

For purposes of this document, the term “requisite vote” and “requisite votes” shall mean, as applicable, in addition to any other or different vote required by applicable law, for purposes of any action described in bullets one through seven above, (1) the affirmative vote of holders of at least a majority of the voting power of the shares of all series of class A common stock and all series of class B common stock outstanding as of the record date therefor, voting together as a single class and (2) if any such action would affect a class or series of class A common stock and/or class B common stock, as applicable, less favorably, or more adversely, than it does any other class or series of class A common stock and/or class B common stock, the affirmative vote of holders of at least a majority of the voting power outstanding as of the record date therefor of the shares of the class or series less favorably or more adversely affected by such action voting as a separate class.

In addition, the post-Merger restated certificate of incorporation will also provide that, notwithstanding the voting provisions described in the first paragraph of this section “—Voting”, for so long as any shares of class A common stock or class B common stock are outstanding, we are generally prohibited from taking the following actions, without the requisite common vote (as defined below):

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amending, altering or repealing our certificate of incorporation (including by merger, consolidation or otherwise) if such amendment would alter or change the powers, preferences, or relative, participating, optional or other special rights of the shares of common stock, or the qualifications, limitations or restrictions with respect thereto, so as to affect them adversely;

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amending, altering or repealing the above described provisions in bullets one and two, the definition in the paragraph below, the restrictions on different treatment between classes of Company stock in connection with certain transactions as described above or adopting an inconsistent provision in our certificate of incorporation; provided that no vote required by the above described provisions in bullets one and two will be required for any action taken by us in connection with the implementation of a stockholder rights plan.

For purposes of this document, the term “requisite common vote” shall mean in addition to any other or different vote required by applicable law, for purposes of any action described in each of the three bullets one through three above, the affirmative vote of holders of at least a majority of the voting power of the shares of common stock outstanding as of the record date therefor.

Certain Effects of Authorized but Unissued Stock

Authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional capital and for corporate acquisitions. The Company could also use additional shares to dilute the stock ownership of persons seeking to obtain control of the Company pursuant to the operation of the rights plan or otherwise. See also “—Anti-Takeover Provisions in Certificate and Bylaws” below.

Anti-Takeover Provisions in the Certificate and Bylaws

The DGCL contains and our post-Merger restated certificate of incorporation and post-Merger amended and restated bylaws will contain a number of provisions which may have the effect of discouraging transactions that involve an actual or threatened change of control of the Company. In addition, provisions of our post-Merger restated certificate of incorporation and post-Merger amended and restated bylaws may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price of the shares held by our stockholders, which include rules regarding how stockholders may present proposals to nominate directors for election at stockholders meetings, the ability of our board of directors to issue preferred stock without stockholder approval, the classification of our board of directors into three classes, the prohibition on stockholder action by written consent and the inability of stockholders to call special meetings.

Delaware Statutory Provisions

The Company is subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years from the date of the transaction in which the person became an interested stockholder, unless the interested stockholder attained this status with the approval of the board of directors or unless the business combination was approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years owned, 15% or more of the corporation’s voting stock. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company.

Transfer Agent and Registrar

American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock.

Listing

The common stock of our predecessor is listed on the NYSE under the symbol “MOS”. The last reported sale price of the common stock on the NYSE on April 18, 2011 was $73.82 per share. Following completion of the Transactions, shares of our common stock are expected to be listed and traded under the same symbol as our predecessor.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock, including shares to be distributed in the Split-off and shares issued upon the exercise of outstanding options, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

Following the Transactions, approximately shares of our common stock will be outstanding, of which will be freely tradable without restriction or further registration under the Securities Act. The remaining outstanding shares of common stock will be held by our affiliates and may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act, which we summarize below.

The shares of common stock held by our affiliates will be subject to the lock-up agreements described below and will be available for sale in the public market pursuant to Rules 144 and 701 following expiration of such agreements.

Following the Transactions, approximately shares of class A common stock and approximately shares of class B common stock will be outstanding. All outstanding shares of class A common stock and class B common stock will be subject to transfer restrictions. See “Description of Capital Stock.”

Lock-Up Agreements

We, our directors and executive officers and the selling stockholders have entered into lock-up agreements in connection with this offering. See “Underwriting.” In addition, we, Cargill, the MAC Trusts and the exchanging Cargill stockholders have entered into lock-up agreements in connection with the Split-off. See “The Transactions—Description of Certain Transaction Agreements—The Registration Agreement.”

Registration Rights

Pursuant to the Registration Agreement and the Registration Rights Agreement, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, we have granted certain stockholders the right to cause us, in certain instances, at our expense, to file registration statements under the Securities Act covering resales of approximately shares of our common stock held by them. These shares will represent approximately % of our outstanding common stock after this offering. These shares also may be sold under Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.

For a description of rights some holders of common stock, class A common stock or class B common stock have to require us to register the shares of common stock they own or the shares of common stock they are entitled to receive pursuant to the conversion of class A common stock or class B common stock, see “The Transactions—Description of Certain Transaction Agreements—The Registration Agreement” and “The Transactions—Description of Certain Transaction Agreements—The Registration Rights Agreement.”

Registration Statements on Form S-8

Upon completion of the Transactions, we will succeed to the registration statements on Form S-8 relating to the Company 2004 Omnibus Stock and Incentive Plan, IMC Global Inc. 1988 Stock Option and Award Plan and the IMC Global Inc. 1998 Stock Option Plan for Non-Employee Directors, (together, the “Compensation Plans”). As a result, shares issued pursuant to the Compensation Plans, including upon exercise of stock options, will be eligible for resale in the public market without restriction, subject to the Rule 144 limitations applicable to affiliates and the management stockholder’s agreements described above.

As of January 31, 2011, approximately 3.1 million shares of common stock are issuable pursuant to existing awards under the Compensation Plans.

Recent Sales

On January 25, 2011, we announced that several of our senior executive officers and directors, including our President and Chief Executive Officer, our Executive Vice President and Chief Financial Officer, and our Executive Vice President, General Counsel and Corporate Secretary, informed us that each of them may sell a portion of his or her shares of our predecessor’s common stock (including stock subject to vested employee stock options) into the public markets in order to diversify, to a limited extent, such person’s asset portfolio. The sales began the week of January 24, 2011, which is the first day during which any of such executives were permitted, under the Company’s stock trading guidelines, to do so this calendar year. Each participating executive officer limited his or her sales of stock to not more than 15% of the dollar value of his or her holdings of common stock (measured on a fully diluted basis, including all stock options and restricted stock units held by such person), representing less than 0.1% of our predecessor’s outstanding shares. In addition, after completing the sales, each executive officer or director is required to continue to comply with the our published guidelines for executive or director stock ownership. None of the participating executive officers had sold any of their common stock since our formation in 2004. These individuals and certain of the other participating executive officers and directors had been unable to sell into the market for an extended period of time due to, among other things, discussions with Cargill regarding the Split-Off. As of January 31, 2011, all of such sales had been completed and are reflected in the beneficial ownership table for directors and executive officers contained herein, with the exception of one executive officer who has entered into a binding trading plan for the sale of such shares over the 11 months following the entry into such plan, pursuant to the guidelines above.

CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of certain United States federal income and estate tax consequences of the purchase, ownership and disposition of our common stock as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset by a non-U.S. holder.

A “non-U.S. holder” means a person (other than a partnership or any other entity treated as a partnership for United States federal income tax purposes) that is not for United States federal income tax purposes any of the following:

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an individual citizen or resident of the United States;

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a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

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a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations (“Treasury Regulations”) to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not deal with tax considerations resulting from the Split-off or the Merger or with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Dividends

Distributions paid on our common stock will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Dividends paid to a non-U.S. holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the

United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete IRS Form W-8BEN (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable Treasury Regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Gain on Disposition of Common Stock

Any gain realized on the disposition of our common stock by a non-U.S. holder generally will not be subject to United States federal income tax unless:

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the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

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the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

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we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or such non-U.S. holder’s holding period for our common stock and such non-U.S. holder held (at any time during the shorter of the five-year period ending on the date of the disposition or such non-U.S. holder’s holding period) more than 5% of our common stock.

An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

We believe we have not been and are not currently a “United States real property holding corporation” for United States federal income tax purposes, however, no assurance can be given that we will not become one in the future. If, however, we are or become a “United States real property holding corporation”, so long as our common stock continues to be regularly traded on an established securities market, only a non-U.S. holder who holds, or held (at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period) more than 5% of our common stock will be subject to United States federal

income tax on the disposition of our common stock. Non-U.S. holders should consult their own tax advisors about the consequences that could result if we are, or become, a “United States real property holding corporation”.

Federal Estate Tax

Common stock held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is furnished to the IRS.

Additional Withholding Requirements

Under recently enacted legislation, the relevant withholding agent may be required to withhold 30% of any dividends and the proceeds of a sale of our common stock paid after December 31, 2012 to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners or provides the name, address and taxpayer identification number of each substantial United States owner and such entity meets certain other specified requirements.

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2011, the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC are acting as representatives (“the Representatives”) and joint book-runners, the following respective numbers of shares of common stock:


Underwriter		Number of Shares
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
UBS Securities LLC



Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

All sales of the common stock in the United States will be made by U.S. registered broker/dealers.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to additional shares at the offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the offering, the Representatives may change the offering price and concession and discount to broker/dealers. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The following table summarizes the compensation and estimated expenses the selling stockholders will pay:

Per Share

Total

Without
Over-allotment

With
Over-allotment

Without
Over-allotment

With
Over-allotment

Underwriting discounts and commissions paid by the selling stockholders

Expenses payable by the selling stockholders

A portion of the net proceeds of this offering will be received by affiliates of two of the underwriters of this offering. The offering therefore is being conducted in accordance with the applicable provisions of Financial Industry Regulatory Authority Inc. Rule 5121. Rule 5121 requires that the public offering price of the shares of common stock not be higher than that recommended by a “qualified independent underwriter” meeting certain standards. Accordingly, UBS Securities LLC is assuming the responsibilities of acting as the qualified independent underwriter in pricing the offering and conducting due diligence. The initial public offering price of the shares of common stock is no higher than the price recommended by UBS Securities LLC.

We have agreed that, subject to certain exceptions, we will not offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position of our common stock within the meaning of Section 16 of the Exchange Act, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or enter into any transaction, swap, hedge or other arrangement, without the prior written consent of each of the Representatives for a period of 180 days after the date of this prospectus.

Our executive officers and directors, Cargill and each selling stockholder have agreed that, subject to certain exceptions, they will not offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position of our common stock within the meaning of Section 16 of the Exchange Act, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of the Representatives for a period of 90 days, in the case of our executive officers and directors, and 180 days, in the case of Cargill and each selling stockholder, after the date of this prospectus.

The Representatives have advised us that they have no present intent or arrangement to release any shares subject to a lock-up, and will consider the release of any lock-up on a case-by-case basis. Upon a request to release any shares subject to a lock-up, the Representatives would consider the particular circumstances surrounding the request, including, but not limited to, the length of time before the lock-up expires, the number of shares requested to be released, reasons for the request, the possible impact on the market for our common stock and whether the holder of our shares requesting the release is an officer, director, or affiliate of ours.

We and the selling stockholders have agreed to indemnify the underwriters and UBS Securities LLC in its capacity as Qualified Independent Underwriter against certain liabilities under the Securities Act of 1933 (the “Securities Act”), or contribute to payments that the underwriters may be required to make in that respect.

The common stock of our predecessor is listed on the NYSE under the symbol “MOS”. The last reported sale price of the common stock on the NYSE on April 18, 2011, was $73.82 per share. Following completion of the Transactions, shares of our common stock are expected to be listed and traded under the same symbol as our predecessor.

Certain of the underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and our affiliates in the ordinary course of business, for which they have received, or will receive, customary fees and expenses. In addition, we have the following relationships with certain of the underwriters and their affiliates: In connection with the Transactions, J.P. Morgan Securities LLC served as financial adviser to a special committee of Mosaic’s board of directors, Credit Suisse Securities (USA) LLC served as financial adviser to Cargill and UBS Securities LLC served as financial adviser to the MAC Trusts. Affiliates of J.P. Morgan Securities LLC are lenders under Mosaic’s $500 million revolving credit facility.

It is anticipated that affiliates of two of the underwriters of this offering (the “initial debt exchange parties”) will participate in the initial debt exchange with Cargill. The initial debt exchange agreement is expected to

provide that the initial debt exchange parties, each acting as a principal for its own account, would exchange debt obligations of Cargill held by such initial debt exchange parties for shares of our common stock received by Cargill in the Merger. In the initial debt exchange, the initial debt exchange parties are expected to acquire of the shares to be sold in this offering. For the purposes of determining the amount of Cargill indebtedness that Cargill would receive from the initial debt exchange parties in exchange for such shares, Cargill expects that the debt obligations will be valued at the fair market value on the date of such exchange agreement is signed, and the aggregate fair market value of the debt obligations to be exchanged will equal the amount of total proceeds, to be received from sales by it hereunder. If the underwriters exercise the option to acquire additional shares as described above, the initial debt exchange parties each will acquire one-half of the total number of these additional shares in exchange for debt obligations of Cargill held by such initial debt exchange parties. For purposes of determining the amount of Cargill indebtedness that Cargill will receive from the initial debt exchange parties in exchange for these additional shares, the debt obligations will be valued at fair market value on the date of the exchange, and the aggregate fair market value of the debt obligations to be exchanged will equal the amount of proceeds per share shown on the cover page of this prospectus multiplied by the number of these additional shares acquired.

Under U.S. federal securities laws, the initial debt exchange parties will be deemed to be the underwriters with respect to any shares of our common stock that they acquire in the exchange and sell in this offering. The initial debt exchange parties, however, will each acquire and sell our common stock as a principal for its own account, rather than on Cargill’s behalf. If we, Cargill and the initial debt exchange parties, enter into the initial debt exchange agreements, as described above, the initial debt exchange parties will be the owners of our shares of common stock they acquire in the exchange, regardless of whether this offering is completed. The initial debt exchange parties, and not Cargill, will receive the cash proceeds from the sale of the shares of our common stock in the offering. Under U.S. federal securities laws, Cargill will be deemed the selling stockholder of any shares of our common stock that the initial debt exchange parties acquire from Cargill in the exchange and sell in this offering.

None of Cargill, the initial debt exchange parties or us have an obligation to participate in the exchange. Regardless of whether the exchange does or does not occur, the initial debt exchange parties will pay their own expenses and discounts in connection with the shares acquired by them in the exchange.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are

concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the Representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The Representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

SELLING RESTRICTIONS

Australia

This document has not been lodged with the Australian Securities & Investments Commission and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a) you confirm and warrant that you are either:

(i) a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act 2001 (Cth) of Australia (Corporations Act);

(ii) a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made; or

(iii) a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act,

and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance.

(b) you warrant and agree that you will not offer any of the shares issued to you pursuant to this document for resale in Australia within 12 months of those shares being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Austria

This document serves marketing purposes and constitutes neither an offer to sell nor a solicitation to buy any securities. There is no intention to make a public offer in Austria. Should a public offer be made in Austria, a prospectus prepared in accordance with the Austrian Capital Market Act (Capital Market Act) will be published.

The shares may only be offered in the Republic of Austria in compliance with the provisions of the Capital Market Act and any other laws applicable in the Republic of Austria governing the offer and sale of the shares in the Republic of Austria. The shares are not registered or otherwise authorized for public offer under the Capital Market Act or any other relevant securities legislation in Austria. The recipients of this prospectus and other selling materials in respect to the shares have been individually selected and identified before the offer being made and are targeted exclusively on the basis of a private placement. Accordingly, the shares may not be, and are not being, offered or advertised publicly or offered similarly under either the Capital Market Act or any other relevant securities legislation in Austria. This offer may not be made to any other persons than the recipients to whom this document is personally addressed. This prospectus and other selling materials in respect to the shares may not be issued, circulated or passed on in Austria to any person except under circumstances neither constituting a public offer of, nor a public invitation to subscribe for, the shares. This prospectus has been issued to each prospective investor for its personal use only. Accordingly, recipients of this prospectus are advised that this prospectus and any other selling materials in respect to the shares shall not be passed on by them to any other person in Austria.

Bahrain

THIS OFFER IS A PRIVATE PLACEMENT. IT IS NOT SUBJECT TO REGULATIONS OF THE CENTRAL BANK OF BAHRAIN THAT APPLY TO PUBLIC OFFERINGS OF SECURITIES, AND THE EXTENSIVE DISCLOSURE REQUIREMENTS AND OTHER PROTECTIONS THAT SUCH REGULATIONS CONTAIN. THIS PROSPECTUS IS THEREFORE INTENDED ONLY FOR “ACCREDITED INVESTORS.”

THE STOCK OF THE COMPANY OFFERED BY WAY OF THIS PRIVATE PLACEMENT MAY ONLY BE OFFERED IN MINIMUM SUBSCRIPTIONS OF US$100,000 (OR THE EQUIVALENT IN OTHER CURRENCIES).

THE CENTRAL BANK OF BAHRAIN ASSUMES NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS PROSPECTUS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE HOWSOEVER ARISING FROM RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS.

THE BOARD OF DIRECTORS AND THE MANAGEMENT OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS, TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE BOARD OF DIRECTORS AND THE MANAGEMENT, WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS PROSPECTUS IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE RELIABILITY OF SUCH INFORMATION.

Barbados

The shares may not be offered or sold to the public in Barbados.

Belgium

No action has been taken in Belgium to permit a public offer of the shares in accordance with the Belgian act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated market (Belgian Prospectus Act) and no securities may be offered or sold to persons in Belgium which are not qualified investors within the meaning of article 10 of the Belgian Prospectus Act or pursuant to another exemption available pursuant to article 3 of the Belgian Prospectus Act.

Bermuda

NOTICE TO RESIDENTS OF BERMUDA

This prospectus and the securities offered hereby have not been, and will not be, registered under the laws and regulations of Bermuda, nor has any regulatory authority in Bermuda passed comment upon or approved the accuracy or adequacy of this prospectus.

Brazil

For purposes of Brazilian law, this offer of securities is addressed to you personally, upon your request and for your sole benefit, and is not to be transmitted to anyone else, to be relied upon elsewhere or for any other purpose either quoted or referred to in any other public or private document or to be filed with anyone without our prior, express and written consent.

Therefore, as this prospectus does not constitute or form part of any public offering to sell or solicitation of a public offering to buy any shares or assets, the offering and THE SHARES OFFERED HEREBY HAVE NOT BEEN, AND WILL NOT BE, AND MAY NOT BE OFFERED FOR SALE OR SOLD IN BRAZIL EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. DOCUMENTS RELATING TO THE SHARES, AS WELL AS THE INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC, AS A PUBLIC OFFERING IN BRAZIL OR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE SHARES TO THE PUBLIC IN BRAZIL.

Brunei

Notice to Residents of Brunei Darussalam

This document and the shares described herein is not an offer to sell or a solicitation of an offer to buy and/or to subscribe for any shares to the public or any member of the public in Brunei Darussalam but for information purposes only and directed solely to such persons as the law in Brunei Darussalam would regard as a person whose ordinary business or part thereof it is to buy or sell shares, whether as principal or agent. As such, this document and any other document, circular, notice or other material issued in connection therewith may not be distributed or redistributed to and may not be relied upon or used by the public or any member of the public in Brunei Darussalam. All offers, acceptances subscription, sales, and allotments of the shares or any part thereof shall be made outside Brunei Darussalam. This document has not been registered as a prospectus with the Registrar of Companies under the Companies Act, Cap. 39 of Brunei Darussalam and the shares have not been approved by Registrar of Companies or by any other government agency in Brunei Darussalam.

Cayman Islands

THIS IS NOT AN OFFER TO THE MEMBERS OF THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR SHARES, AND APPLICATIONS ORIGINATING FROM THE CAYMAN ISLANDS WILL ONLY BE ACCEPTED FROM SOPHISTICATED PERSONS OR HIGH NET WORTH PERSONS, IN EACH CASE WITHIN THE MEANING OF THE CAYMAN ISLANDS SECURITIES INVESTMENT BUSINESS LAW (AS AMENDED).

Chile

The shares are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the shares do not constitute a public offer of, or an invitation to subscribe for or purchase, the shares in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not “addressed to the public at large or to a certain sector or specific group of the public”).

China

This prospectus may not be circulated or distributed in the People’s Republic of China (China) and the shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of China except pursuant to applicable laws and regulations of China. For the purpose of this paragraph, China does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Colombia

Notice to Prospective Investors in Colombia

The shares of the Company have not been and will not be registered on the Colombian National Registry of Securities and Issuers or in the Colombian Stock Exchange. Therefore, these shares may not be publicly offered in Colombia. This material is for your sole and exclusive use as a determined entity, including any of your shareholders, administrators or employees, as applicable. You acknowledge the Colombian laws and regulations (specifically foreign exchange and tax regulations) applicable to any transaction or investment consummated pursuant hereto and represent that you are the sole liable party for full compliance with any such laws and regulations.

Selling Restrictions Concerning the Member States of the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), including each Relevant Member State that has implemented the 2010 PD Amending Directive with regard to persons to whom an offer of shares is addressed and the denomination per unit of the offer of shares (each, an “Early Implementing Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), an offer of the shares of common stock has not been made or will not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares of common stock which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the shares of common stock to the public in that Relevant Member State at any time:

(a) to “qualified investors” as defined in the Prospectus Directive, including (1) (in the case of Relevant Member States other than Early Implementing Member States), legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in shares of common stock, or any legal entity which has two or more of (x) an average of at least 250 employees during the last financial year; (y) a total balance sheet of more than €43,000,000 million and (z) an annual turnover of more than €50,000,000 million as shown in its last annual or consolidated accounts; or (2) (in the case of Early Implementing Member States), persons or entities that are described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC, and those who are treated on request as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognized as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients;

(b) to fewer than 100 (or, in the case of Early Implementing Member States, 150) natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted in the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of common stock shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive or of a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares of common stock or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (1) it is a “qualified investor”, and (2) in the case of any shares of common stock acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (x) the shares of common stock acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale, or (y) where shares of common stock have been acquired by it on behalf of persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, the offer of those shares of common stock to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase any shares of common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71 EC (including the 2010 PD Amending Directive, in the case of

Early Implementing Member States) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Finland

This prospectus does not constitute a public offer or an advertisement of securities to the public in the Republic of Finland. The shares will not and may not be offered, sold, advertised or otherwise marketed in Finland under circumstances which would constitute a public offering of securities under Finnish law. Any offer or sale of the shares in Finland shall be made pursuant to a private placement exemption as defined under European Council Directive 2003/71/EC, Article 3(2) and the Finnish Securities Market Act (1989/495, as amended) and any regulation there under. This prospectus has not been approved by or notified to the Finnish Financial Supervisory Authority.

France

This offering document has not been prepared in the context of a public offering of securities in France (offre au public) within the meaning of Article L.411-1 of the French Code monétaire et financier and Articles 211-1 and seq. of the Autorité des marchés financiers (AMF) regulations and has therefore not been submitted to the AMF for prior approval or otherwise.

The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France and neither this offering document nor any other offering material relating to the securities has been distributed or caused to be distributed or will be distributed or caused to be distributed to the public in France, except only to persons licensed to provide the investment service of portfolio management for the account of third parties and/or to “qualified investors” (as defined in Article L.411-2, D.411-1 and D.411-2 of the French Code monétaire et financier) and/or to a limited circle of investors (as defined in Article L.411-2, D.411-4 of the French Code monétaire et financier) on the condition that no such offering document nor any other offering material relating to the securities shall be delivered by them to any person nor reproduced (in whole or in part). Such “qualified investors” are notified that they must act in that connection for their own account in accordance with the terms set out by Article L.411-2 of the French Code monétaire et financier and by Article 211-4 of the AMF Regulations and may not re-transfer, directly or indirectly, the securities in France, other than in compliance with applicable laws and regulations and in particular those relating to a public offering (which are, in particular, embodied in Articles L.411-1, L.412-1 and L.621-8 and seq. of the French Code monétaire et financier).

You are hereby notified that in connection with the purchase of these securities, you must act for your own account in accordance with the terms set out by Article L.411-2 of the French Code monétaire et financier and by Article 211-4 of the AMF Regulations and may not re-transfer, directly or indirectly, the securities in France, other than in compliance with applicable laws and regulations and in particular those relating to a public offering (which are, in particular, embodied in Articles L.411-1, L.411-2, L.412-1 and L.621-8 and seq. of the French Code monétaire et financier).

Germany

Any offer or solicitation of shares within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz—WpPG). The offer and solicitation of securities to the public in German requires the approval of the prospectus by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin). This prospectus has not been and will not be submitted for approval to the BaFin. This prospectus does not constitute a public offer under the WpPG. This prospectus and any other document relating to the shares, as well as any information contained therein, must not be supplied to the public in Germany or used in connection with any offer for subscription of the shares to the public in Germany, any public marketing of the shares or any public solicitation for offers to subscribe for or

otherwise acquire the shares. The prospectus and other offering materials relating to the offer of shares are strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

No advertisement, invitation or document, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made under that Ordinance.

WARNING

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Hungary

PURSUANT TO SECTION 18 OF ACT CXX OF 2001 ON THE CAPITAL MARKETS, THIS DOCUMENT WAS PREPARED IN CONNECTION WITH A PRIVATE PLACEMENT IN HUNGARY.

Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, and entities with shareholders’ equity in excess of NIS 250 million, each as defined in the Addendum (as it may be amended from time to time, collectively referred to as institutional investors). Institutional investors may be required to submit written confirmation that they fall within the scope of the Addendum. In addition, we may distribute and direct this document in Israel, at our sole discretion, to certain other exempt investors or to investors who do not qualify as institutional or exempt investors, provided that the number of such non-qualified investors in Israel shall be no greater than 35 in any 12-month period.

Italy

The offering of the shares has not been registered with the Commissione Nazionale per le Società e la Borsa (CONSOB), in accordance with Italian securities legislation. Accordingly, the shares may not be offered or sold, and copies of this offering document or any other document relating to the shares may not be distributed in Italy except to Qualified Investors, as defined in Article 34-ter, subsection 1, paragraph b) of CONSOB Regulation no. 11971 of May 14, 1999, as amended (the Issuers’ Regulation), or in any other circumstance where an express exemption to comply with public offering restrictions provided by Legislative Decree no. 58 of February 24, 1998 (the Consolidated Financial Act) or Issuers’ Regulation applies, including those provided for under Article 100 of the Finance Law and Article 34-ter of the Issuers’ Regulation, and provided, however, that any such offer

or sale of the shares or distribution of copies of this offering document or any other document relating to the shares in Italy must (i) be made in accordance with all applicable Italian laws and regulations, (ii) be conducted in accordance with any relevant limitations or procedural requirements that CONSOB may impose upon the offer or sale of the shares, and (iii) be made only by (a) banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of Legislative Decree no. 385 of September 1, 1993, to the extent duly authorized to engage in the placement and/or underwriting of financial instruments in Italy in accordance with the Consolidated Financial Act and the relevant implementing regulations; or (b) foreign banks or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same EU Member State) authorised to place and distribute securities in the Republic of Italy pursuant to Articles 15, 16 and 18 of the Banking Act, in each case acting in compliance with all applicable laws and regulations.

India

This document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with any registrar of companies in India. This document has not been and will not be reviewed or approved by any regulatory authority in India, including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange in India. This document and this offering of shares are not and should not be construed as an invitation, offer or sale of any securities to the public in India. Other than in compliance with the private placement exemptions under applicable laws and regulations in India, including the Companies Act, 1956, as amended, the shares have not been, and will not be, offered or sold to the public or any member of the public in India. This document is strictly personal to the recipient and neither this document nor the offering of the shares is calculated to result, directly or indirectly, in the shares becoming available for subscription or purchase by persons other than those receiving the invitation or offer.

Ireland

Notice to prospective investors in Ireland

This document does not comprise a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland, the Prospectus (Directive 2003\71\EC) Regulations 2005 of Ireland or the Prospectus Rules issued by the Financial Regulator of Ireland in March 2006. This document is only being made available to certain prospective investors in Ireland (Prospective Irish Investors) on the understanding that any written or oral information contained herein or otherwise made available to them will be kept strictly confidential. The opportunity described in this document is personal to the addressees in Ireland. This document must not be copied, reproduced, distributed or passed by any Prospective Irish Investor to any other person without the consent of underwriters. By accepting this document, Prospective Irish Investors are deemed to undertake and warrant to the underwriters and the Company that they will keep this prospectus confidential.

Prospective Irish Investors are recommended to seek their own independent financial advice in relation to the opportunity described in this document from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is duly authorized or exempted under the Investments Intermediaries Act 1995 of Ireland or the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law). Accordingly, no resident of Japan may participate in the offering of the shares and each underwriter has agreed that it will not offer or sell any shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption

from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Kuwait

The shares have not been licensed for offering in Kuwait by the Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant Kuwaiti government agency. The offering of the shares in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of 1992, as amended. No private or public offering of the shares are being made in Kuwait, and no agreement relating to the sale of the shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the shares in Kuwait.

Luxembourg

The shares may not be offered or sold in the Grand Duchy of Luxembourg, except for shares which are offered in circumstances that do not require the approval of a prospectus by the Luxembourg financial regulatory authority and the publication of such prospectus pursuant to the law of July 10, 2005 on prospectuses for securities. The shares are offered to a limited number of high net worth individual investors or to institutional investors, in all cases under circumstances designed to preclude a distribution that would be other than a private placement. This document may not be reproduced or used for any purposes, or furnished to any persons other than those to whom copies have been sent.

Mexico

No actions, applications nor filings have been undertaken in Mexico, whether before the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or CNBV) nor the Mexican Stock Exchange (Bolsa Mexicana de Valores, or BMV), in order to make a public offering in said territory, with or without price, through mass media and to indeterminate subjects to subscribe, acquire, sell or otherwise assign the shares, in any form or manner.

This document is not intended to be distributed through mass media to indeterminate subjects, nor to serve as an application for the registration of the shares before any securities registry or exchange in Mexico, nor as a prospectus for their public offering in said jurisdiction. No financial authority nor securities exchange in Mexico have reviewed or assessed the particulars of the shares or their offering, and in no case will they assert the goodness of the shares, the solvency of the issuer, nor the exactitude or veracity of the information contained herein, and will not validate acts.

You are solely responsible if you have procured this copy of this document yourself or came by it through your own means out of your own accord, regardless of the source. If you have received one such copy from either the issuer or the underwriter the shares are being offered to you under the private offering exceptions in the Securities Market Law (SML), for which you must be in one of the following situations:

(a) You are either an institutional investor within the meaning of Article 2, Roman numeral XVII, of the SML and regarded as such pursuant to the laws of Mexico, or a qualified investor because pursuant to Article 2, Roman numeral XVI, of said statute you have the income, assets or qualitative characteristics provided for under Article 1, Roman numeral XIII of the General Provisions Applicable to Issuers of Securities and other Participants in the Securities Market, which require that you have maintained, in average over the past year, investments in securities (within the meaning of the SML) for an amount equal or greater than 1,500,000 Investment Units (Unidades de Inversión, UDIs), or in each of the last 2 years had a gross annual income equal to or greater than 500,000 such Investment Units;

(b) You are a member of a group of less than 100 individually identified people to whom the shares are being offered directly and personally; or

(c) You are an employee of the issuer and a beneficiary of a generally-applicable employee benefit plan or program of said issuer.

You may be further required to expressly reiterate that you fall into either of said exceptions, that you further understand that the private offering of shares has less documentary and information requirements than public offerings do, and to waive the right to claim on any lacking thereof.

Netherlands

The shares may not, directly or indirectly, be offered or acquired in the Netherlands and this offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter, other than to individuals or (legal) entities who or which qualify as qualified investors within the meaning of Article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht) as amended from time to time.

Norway

This offering document has not been approved or disapproved by, or registered with, the Norwegian Financial Supervisory Authority (Finanstilsynet) nor the Norwegian Registry of Business Enterprises, and the shares are marketed and sold in Norway on a private placement basis and under other applicable exceptions from the offering prospectus requirements as provided for pursuant to the Norwegian Securities Trading Act and the Norwegian Securities Trading Regulation.

Oman

The information contained in this prospectus neither constitutes a public offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4/74) or the Capital Market Law of Oman (Royal Decree 80/98), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non-Omani securities in the Sultanate of Oman as contemplated by Article 139 of the Executive Regulations of the Capital Market Law (issued by Decision No.1/2009). Additionally, this prospectus is not intended to lead to the conclusion of a contract for the sale or purchase of securities in Oman.

The recipient of this prospectus in Oman represents that it is a financial institution and is a sophisticated investor (as described in Article 139 of the Executive Regulations of the Capital Market Law) and that its officers/employees have such experience in business and financial matters that they are capable of evaluating the merits and risks of investments.

This prospectus has been sent at the request of the investor in Oman, and by receiving this prospectus, the person or entity to whom it has been issued and sent understands, acknowledges and agrees that this prospectus has not been approved by the CMA or any other regulatory body or authority in Oman, nor has any authorization, license or approval been received from the CMA or any other regulatory authority in Oman, to market, offer, sell, or distribute the shares within Oman.

No marketing, offering, selling or distribution of any financial or investment products or services has been or will be made from within Oman and no subscription to any securities, products or financial services may or will be consummated within Oman. The distributor of the prospectus is neither a company licensed by the CMA to provide investment advisory, brokerage, or portfolio management services in Oman, nor a bank licensed by the Central Bank of Oman to provide investment banking services in Oman. The distributor of the prospectus does not advise persons or entities resident or based in Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products.

Nothing contained in this prospectus is intended to constitute Omani investment, legal, tax, accounting or other professional advice. This prospectus is for your information only, and nothing herein is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice on the basis of your situation.

Any recipient of this prospectus and any purchaser of the shares pursuant to this prospectus shall not market, distribute, resell, or offer to resell the shares within Oman without complying with the requirements of applicable Omani law, nor copy or otherwise distribute this prospectus to others.

Portugal

This document does not constitute an offer or an invitation by or on behalf of the Company to subscribe or purchase any shares. It may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this presentation/marketing material and the marketing of the shares in certain jurisdictions may be restricted by law. Persons into whose possession this presentation/marketing material comes are required to inform themselves about and to observe any such restrictions.

No action has been taken or will be taken by the Company that would permit a public offering of shares or the circulation or distribution of this presentation/marketing material or any material in relation to the Company or the shares, in any country or jurisdiction where action for that purpose is required.

Prospective investors should understand the risks of investing in the shares before they make their investment decision. They should make their own independent decision to invest in the shares and as to whether an investment in such shares are appropriate or proper for them based upon their own judgment and upon advice from such advisors as they consider necessary.

Russia

Not for release, distribution or publication, directly or indirectly, into or in the Russian Federation. Information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person or any person in the Russian Federation, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws to any person other than a “qualified investor” (as defined in Russian securities laws). This information must not be passed on to third parties or otherwise be made publicly available in Russia. The shares have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia. The shares are not intended for “offering”, “placement” or “circulation” in Russia, except as permitted by Russian law (each as defined in Russian securities laws).

Saudi Arabia

This document may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document you should consult an authorized financial adviser.

Singapore

The offer or invitation which is the subject of this document is only allowed to be made to the persons set out herein. Moreover, this document is not a prospectus as defined in the Securities and Futures Act (Chapter 289) of Singapore (SFA) and accordingly, statutory liability under the SFA in relation to the content of the document will not apply.

As this document has not been and will not be lodged with or registered as a document by the Monetary Authority of Singapore, this document and any other document or material in connection with the offer or sale, or

invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor under Section 274 of the SFA; (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 of the SFA except:

(1) to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

(2) where no consideration is given for the transfer; or

(3) by operation of law.

By accepting this document, the recipient hereof represents and warrants that he is entitled to receive such report in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law.

South Korea

The shares may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in South Korea or to any resident of South Korea except pursuant to the applicable laws and regulations of South Korea, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The shares have not been registered with the Financial Services Commission of South Korea for public offering in South Korea. Furthermore, the shares may not be re-sold to South Korean residents unless the purchaser of the shares complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with their purchase.

Spain

This offer of shares of the Company has not been and will not be registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) and, therefore, no shares of the Company may be offered, sold or distributed in any manner, nor may any resale of the shares be carried out in Spain except in circumstances which do not constitute a public offer of securities in Spain or are exempted from the obligation to publish a prospectus, as set forth in Spanish Securities Market Act (Ley 24/1988, de 28 de julio, del Mercado de Valores) and Royal Decree 1310/2005, of 4 November, and other applicable regulations, as amended from time to time, or otherwise without complying with all legal and regulatory requirements in relation thereto. Neither the prospectus nor any offering or advertising materials relating to the shares of the Company have been or will be registered with the CNMV and therefore they are not intended for the public offer of the shares of the Company in Spain.

Sweden

THIS OFFERING DOCUMENT IS NOT A PROSPECTUS AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REQUIREMENTS LAID DOWN IN THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT (LAG (1991:980) OM HANDEL MED FINANSIELLA INSTRUMENT) NOR ANY OTHER SWEDISH ENACTMENT. NEITHER THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY NOR ANY OTHER SWEDISH REGULATORY BODY HAS EXAMINED, APPROVED OR REGISTERED THIS OFFERING DOCUMENT.

NO SHARES WILL BE OFFERED OR SOLD TO ANY INVESTOR IN SWEDEN EXCEPT IN CIRCUMSTANCES THAT WILL NOT RESULT IN A REQUIREMENT TO PREPARE A PROSPECTUS PURSUANT TO THE PROVISIONS OF THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT.

Switzerland

This document does not constitute a prospectus within the meaning of Article 652a of the Swiss Code of Obligations. The shares of the Company may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the shares may be disturbed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the shares of the Company in Switzerland.

United Arab Emirates

The Global Offering has not been approved or licensed by the Central Bank of the United Arab Emirates (UAE), Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority (DFSA), a regulatory authority of the Dubai International Financial Centre (DIFC). The Global Offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No 8 of 1984 (as amended), DFSA Offered Securities Rules and NASDAQ Dubai Listing Rules, accordingly, or otherwise. The shares may not be offered to the public in the UAE and/or any of the free zones.

The shares may be offered and issued only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned.

United Kingdom

Each underwriter has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the shares in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any shares in, from or otherwise involving the United Kingdom.

LEGAL MATTERS

Certain legal matters relating to this offering will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York, and Richard L. Mack, Esq., Executive Vice President, General Counsel and Corporate Secretary of the Company. As of April 15, 2011, Mr. Mack beneficially owned 148,053 shares of Mosaic common stock and had employee stock options and restricted stock units to acquire an aggregate of 23,835 and 20,968 shares, respectively, of Mosaic common stock. Certain legal matters relating to this offering will be passed upon for the underwriters by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements and schedule of The Mosaic Company as of May 31, 2010 and 2009, and for each of the years in the three-year period ended May 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of May 31, 2010 included in The Mosaic Company’s Annual Report on Form 10-K for the year ended May 31, 2010 have been included in this prospectus in Annex C and in the Registration Statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, included herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the common stock offered in this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement. For further information about us and our common stock, you should refer to the registration statement. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the prospectus may not contain all of the information that you may find important, you should review the full text of these contracts and other documents. We have included or incorporated by reference copies of these documents as exhibits to our registration statement.

Mosaic files annual, quarterly and special reports and other information with the SEC. Mosaic’s filings with the SEC are available to the public on the SEC’s website at http://www.sec.gov. Those filings are also available to the public on our corporate web site at http://www.mosaiccco.com. The information contained on our corporate web site or any other web site that we may maintain is not part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part. You may also read and copy, at SEC prescribed rates, any document we file with the SEC, including the registration statement (and its exhibits) of which this prospectus is a part, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.

We also intend to provide our stockholders with annual reports containing financial statements audited by our independent auditors.

ANNEX A: ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32327

The Mosaic Company

(Exact name of registrant as specified in its charter)

Delaware

20-0891589

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3033 Campus Drive

Suite E490

Plymouth, Minnesota 55441

(800) 918-8270

(Address and zip code of principal executive offices and registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


		Title of each class		Name of each exchange on which registered
		Common Stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 30, 2009, the aggregate market value of the registrant’s voting common stock held by non-affiliates was approximately $8.64 billion based upon the closing price of these shares on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock: 445,486,732 shares of Common Stock, par value $0.01 per share, as of July 16, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

1.	Portions of the registrant’s Annual Report to Stockholders for the fiscal year ended May 31, 2010 (Part I and Part II)

2.	Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the 2010 Annual Meeting of Stockholders (Part III)

A-i

2010 FORM 10-K CONTENTS


Part I:		Page

Item 1.	Business		A-1

	• Overview		A-1

	• Business Segment Information		A-3

	• Sales and Distribution Activities		A-19

	• Competition		A-20

	• Factors Affecting Demand		A-22

	• Other Matters		A-22

	• Executive Officers		A-23

Item 1A.	Risk Factors		A-25

Item 1B.	Unresolved Staff Comments		A-43

Item 2.	Properties		A-43

Item 3.	Legal Proceedings		A-43

Part II:

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		A-45

Item 6.	Selected Financial Data		A-45

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		A-45

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		A-45

Item 8.	Financial Statements and Supplementary Data		A-46

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		A-46

Item 9A.	Controls and Procedures		A-46

Item 9B.	Other Information		A-46

Part III:

Item 10.	Directors, Executive Officers and Corporate Governance		A-47

Item 11.	Executive Compensation		A-47

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		A-47

Item 13.	Certain Relationships and Related Transactions, and Director Independence		A-47

Item 14.	Principal Accounting Fees and Services		A-47

Part IV:

Item 15.	Exhibits and Financial Statement Schedules		A-48

Signatures			A-S-1

A-ii

PART I.

Item 1. Business.

OVERVIEW

The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients for the global agriculture industry. Through our broad product offering, we are a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. We serve customers in more than 40 countries. We mine phosphate rock in Florida and process rock into finished phosphate products at facilities in Florida and Louisiana. We mine potash in Saskatchewan, New Mexico and Michigan. We have other production, blending or distribution operations and equity investments in Brazil, China, India, Argentina, and Chile, and recently made a strategic equity investment in a new phosphate rock mine in Peru. Our operations include the top four nutrient-consuming countries in the world.

The Mosaic Company is a Delaware corporation that was incorporated in January 2004 to serve as the parent company of the business that was formed through the business combination of IMC Global Inc. and the fertilizer businesses of Cargill, Incorporated.

As of May 31, 2010, Cargill owned approximately 64.2% of our outstanding common stock. We are publicly traded on the New York Stock Exchange under the ticker symbol “MOS” and are headquartered in Plymouth, Minnesota.

We conduct our business through wholly and majority-owned subsidiaries as well as businesses in which we own less than a majority or a non-controlling interest. We are organized into two reportable business segments: Phosphates and Potash. The following chart shows the respective contributions to fiscal 2010 net sales and operating earnings for each of these business segments and Corporate, Eliminations and Other:

LOGO

Phosphates Segment—We are the largest integrated phosphate producer in the world and the largest producer of phosphate-based animal feed ingredients in the United States. We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally. Our Phosphates segment also includes our North American and international distribution activities. Our distribution activities include sales offices, port terminals and warehouses in the United States, Canada, and several other key international countries. In addition, the international distribution activities include blending, bagging and production facilities in Brazil and a number of other countries. We accounted for approximately 13% of estimated global production and 56% of estimated North American production of phosphate crop nutrients during fiscal 2010.

A-1

Potash Segment—We are the third-largest producer of potash in the world. We sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients. We accounted for approximately 12% of estimated global potash production and 38% of estimated North American potash production during fiscal 2010.

Corporate, Eliminations and Other—Other net sales and operating earnings in the charts above include sales of nitrogen products and the results of our corporate operations.

As used in this report:

•

“Mosaic” means The Mosaic Company;

•

“we”, “us”, and “our” refer to Mosaic and its direct and indirect subsidiaries, individually or in any combination;

•

“IMC” means IMC Global Inc.;

•

“Cargill” means Cargill, Incorporated and its direct and indirect subsidiaries other than us, individually or in any combination;

•

“Cargill Crop Nutrition” or “CCN” means the crop nutrient business we acquired from Cargill in the Combination;

•

“Combination” means the October 22, 2004 combination of IMC and Cargill Crop Nutrition;

•

references in this report to a particular fiscal year are to the twelve months ended May 31 of that year; and

•

“tonne” or “tonnes” means a metric tonne or tonnes of 2,205 pounds each unless we specifically state that we mean short or long tons.

Business Developments during Fiscal 2010

During fiscal 2010, a period of significant market uncertainty, we continued to execute against our strategic priorities. At the core of our strategy is a plan to extend our resource base and invest in the growth of both phosphates and potash. In the Potash segment, we are growing by investing in brownfield expansions. In the Phosphates segment, we are focusing on growing the value of our business and maintaining our position as one of the lowest cost phosphate producers in the world. Our global distribution network improves the access of our North American production assets to the global markets for our products and helps balance the seasonality of our business. In fiscal 2010 the steps we took to execute our strategic priorities including the following:

•

We continued the expansion of capacity in our Potash segment, in line with our view of the long-term fundamentals of that business. The planned expansions over the next several years are expected to increase our annual capacity for finished product by more than five million tonnes. We are positioning our expansion projects so that we are able to bring the additional capacity on line when market demand warrants.

•

We diversified our phosphate rock sources in alignment with our strategy. In the latter half of fiscal 2010, we entered into an agreement that we consummated on July 7, 2010 to acquire a 35% economic interest in a joint venture (the “Miski Mayo Joint Venture”), with subsidiaries of Vale S.A. and Mitsui & Co., Ltd., that owns a recently completed phosphate rock mine (the “Miski Mayo Mine”) in the Bayovar region of Peru for $385 million. We also entered into a commercial offtake supply agreement to purchase phosphate rock from the Miski Mayo Mine in a volume proportionate to our economic interest in the joint venture. Phosphate rock production at the Miski Mayo Mine and deliveries to us are expected to begin in the first half of fiscal 2011. The Miski Mayo Mine’s expected production capacity is 3.9 million tonnes per year, once full capacity is reached.

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•

On February 11, 2010, we entered into agreements with Vale S.A. and its subsidiaries (“Vale”) under which Vale has call options to purchase from us, and we have put options to sell to Vale, our minority stake in Fertifos Administracão e Participacão S.A. (“Fertifos”) and Fertilizantes Fosfatados S.A. (“Fosfertil”), and our Cubatão facility in Brazil. These assets are part of our Phosphates segment. The aggregate sales price for these assets, if the options are exercised, is in excess of $1 billion. The sale is subject to a number of conditions. We have included additional information about this transaction under “Sale of Fosfertil and Cubatão Facility”.

•

We generated operating cash flow of $1.4 billion in fiscal 2010 and maintained cash and cash equivalents of $2.5 billion as of May 31, 2010. We were successful in investing in our business, divesting non-strategic assets and providing a significant cash return to our stockholders. Our strong cash flows allowed us to pay a special dividend of $578.5 million, or $1.30 per share, on December 3, 2009 in addition to quarterly dividends of $0.05 per share of common stock for each quarter of fiscal 2010.

•

We entered into a new unsecured three-year revolving credit facility of up to $500 million. This facility is available for revolving credit loans, swing line loans of up to $20 million and letters of credit of up to $200 million. Replacement of our prior credit facility with this new facility reflects the culmination of our efforts to achieve the goal we established at the time of formation of Mosaic to achieve investment grade credit ratings¹ and eliminate a non-investment grade financing and debt covenant structure.

We have included additional information about these and other developments in our business during fiscal 2010 in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Analysis”) that is incorporated by reference in this report in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

After the end of fiscal 2010, on June 30 2010, certain environmental groups filed a lawsuit against the U.S. Army Corps of Engineers (the “Corps”) contesting its issuance of a federal wetlands permit for the extension of our South Fort Meade, Florida, phosphate rock mine into Hardee County (the “Hardee County Extension”). On July 1, 2010, the court issued a temporary restraining order (“TRO”) prohibiting the Corps and us from conducting activities in jurisdictional waters of the United States in reliance on the federal wetlands permit issued by the Corps. The TRO remains in effect through July 28, 2010 unless modified or extended by the court. The court also held a hearing on plaintiffs’ motion for a preliminary injunction on July 22, 2010. If a preliminary injunction is entered by the court and mining of the Hardee County Extension is not permitted, we expect that we will need to shut down, in whole or in part, mining activities at the South Fort Meade mine for an indefinite period of time, resulting in layoffs of employees, significant costs to suspend operations, idle plant costs and possible other impacts on our Phosphates operations. We have included additional information about this lawsuit in our Management’s Analysis and in Note 21 of our Consolidated Financial Statements.

BUSINESS SEGMENT INFORMATION

The discussion below of our business segment operations should be read in conjunction with the following information that we have included in this report:

•

The risk factors discussed in this report in Part I, Item 1A, “Risk Factors.”

•

Our Management’s Analysis.

•

The financial statements and supplementary financial information in our Consolidated Financial Statements (“Consolidated Financial Statements”). This information is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.”

¹	A security rating is not a recommendation to buy, sell or hold securities. A security rating may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated separately from any other rating.

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Phosphates Segment

Our Phosphates business segment has historically owned and operated mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients. Our Phosphates segment’s results have also historically included our North American distribution activities and the results of Phosphate Chemicals Export Association, Inc. (“PhosChem”), a U.S. Webb-Pomerene Act association of phosphate producers which exports concentrated phosphate crop nutrient products around the world for us and PhosChem’s other member.

In the second quarter of fiscal 2010, we implemented an international distribution strategy that realigned our business segments (the “Realignment”) to more clearly reflect our evolving business model. The Realignment consisted of moving from three to two business segments by combining our Offshore segment with our Phosphates segment. Our former Offshore business was principally an international distributor of crop nutrients. Our Phosphates business segment now includes our North American concentrated phosphate crop nutrient and animal feed ingredients operations, North American distribution activities, the results of PhosChem, and international distribution activities. The Realignment is intended to further align our strong global distribution resources with our North American production assets.

U.S. Phosphate Crop Nutrients and Animal Feed Ingredients

We are the largest producer of concentrated phosphate crop nutrients and animal feed ingredients in the world. Our U.S. phosphates operations have capacity to produce approximately 4.4 million tonnes of phosphoric acid (“P₂O₅”) per year, or about 9% of world capacity and about 45% of North American capacity. Phosphoric acid is produced by reacting finely ground phosphate rock with sulfuric acid. Phosphoric acid is the key building block for the production of high analysis or concentrated phosphate crop nutrients and animal feed products, and is the most comprehensive measure of phosphate capacity and production and a commonly used benchmark in our industry. Our U.S. phosphoric acid production totaled approximately 3.6 million tonnes during fiscal 2010 and accounted for approximately 11% of estimated global production and 46% of estimated North American output during fiscal 2010.

Our phosphate crop nutrient products are marketed worldwide to crop nutrient manufacturers, distributors and retailers. Our principal phosphate crop nutrient products are:

•

Diammonium Phosphate (“DAP”). DAP is the most widely used high-analysis phosphate crop nutrient worldwide. DAP is produced by combining phosphoric acid with anhydrous ammonia. This initial reaction creates a slurry that is then pumped into a granulation plant where it is reacted with additional ammonia to produce DAP. DAP is a solid granular product.

•

Monoammonium Phosphate (“MAP”). MAP is the second most widely used high-analysis phosphate crop nutrient and the fastest growing phosphate product worldwide. MAP is also produced by first combining phosphoric acid with anhydrous ammonia. The resulting slurry is then pumped into the granulation plant where it is reacted with additional phosphoric acid to produce MAP. MAP is a solid granular product, but requires less ammonia and more sulfur than DAP.

MicroEssentials^® is a value-added ammoniated phosphate product that is enhanced through a patented process that creates very thin platelets of sulfur and other micronutrients, such as zinc, on the granulated product. The patented process incorporates both the sulfate and elemental forms of sulfur, providing season long availability to crops.

In addition, our Phosphates segment is one of the largest producers and marketers of phosphate-based animal feed ingredients in the world. Production of our animal feed ingredients products is located at our New Wales, Florida facility. We market our feed phosphate primarily under the leading brand names of Biofos^® and Multifos^®.

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Our primary phosphate crop nutrient and feed phosphate production facilities are located in central Florida and Louisiana. The following map shows the locations of each of our phosphate concentrates plants in the United States and the locations of each of our active and planned future phosphate mines in Florida:

LOGO

Annual capacity by plant at May 31, 2010 and production volumes by plant for fiscal 2010 are listed below:


(tonnes in millions)	Phosphoric Acid				Processed Phosphate^(a)/DAP/MAP MicroEssentials^®/Feed Phosphate
Facility	Annual Operational Capacity ^(b)		Production		Annual Operational Capacity ^(b)		Production
Florida:
Bartow		1.0		0.8		2.1		1.8
New Wales		1.7		1.5		4.2		3.3
Riverview		0.9		0.7		1.7		1.5

		3.6		3.0		8.0		6.6
Louisiana:
Faustina		-		-		1.7		1.3
Uncle Sam		0.8		0.6		-		-

		0.8		0.6		1.7		1.3

Total		4.4		3.6		9.7		7.9

^(a)	Our effective capacity to produce processed phosphates has been less than our nominal capacity except to the extent we purchase phosphoric acid.

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^(b)	Actual operating rates vary from those shown in the above table due to factors that include among others the level of demand for our products, maintenance and turnaround time, accidents, mechanical failure, product mix, and other operating conditions.

The phosphoric acid produced at Uncle Sam is shipped to Faustina, where it is used to produce DAP and MAP. Our Faustina plant also manufactures ammonia that is mostly consumed in our concentrate plants.

We produced approximately 7.3 million tonnes of phosphate crop nutrients for fiscal 2010 and accounted for roughly 13% of estimated world output and 56% of estimated North American production.

Phosphate Rock

Phosphate rock is the key mineral used to produce phosphate crop nutrients and feed phosphate. Our phosphate rock production totaled approximately 13.3 million tonnes in fiscal 2010 and accounted for approximately 8% of estimated world production and 48% of estimated North American production. We are the world’s second largest miner of phosphate rock and currently operate five mines with a combined annual capacity of approximately 16.4 million tonnes. Production of one tonne of DAP requires between 1.6 and 1.7 tonnes of phosphate rock.

All of our phosphate mines and related mining operations are located in central Florida. During fiscal 2010, we operated five active mines: Four Corners, South Fort Meade, Hookers Prairie, Hopewell and Wingate. We plan to develop two large mines at Ona and at Pine Level to replace mines that will be depleted, as we continue to operate, at various times during the next decade.

The phosphate deposits of Florida are of sedimentary origin and are part of a phosphate-bearing province that extends from southern Florida north along the Atlantic coast into southern Virginia. Our active phosphate mines are primarily located in what is known as the Bone Valley Member of the Peace River Formation in the Central Florida Phosphate District. The southern portions of the Four Corners and Wingate mines are in what is referred to as the Undifferentiated Peace River Formation, in which our future Ona and Pine Level mines would also be located. Phosphate mining has been conducted in the Central Florida Phosphate District since the late 1800’s. The potentially mineable portion of the district encompasses an area approximately 80 miles in length in a north-south direction and approximately 40 miles in width.

We extract phosphate ore using large surface mining machines that we own called “draglines.” Prior to extracting the ore, the draglines must first remove a 10 to 50 foot layer of sandy overburden. At our Wingate mine, we also utilize dredges to strip the overburden and mine the ore. We then process the ore at beneficiation plants that we own at each active mine where the ore goes through washing, screening, sizing and flotation processes designed to separate the phosphate rock from sands, clays and other foreign materials. Prior to commencing operations at any of our planned future mines, we would need to acquire new draglines or move existing draglines to the mines and, unless the beneficiation plant at an existing mine were used, construct a beneficiation plant.

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The following table shows, for each of our phosphate mines, annual capacity at May 31, 2010 and rock production volume and grade for the past three fiscal years:


(tonnes in millions)	Annual Operational Capacity ^(a)		2010						2009						2008
Facility	Annual Operational Capacity ^(a)		Production		Average BPL ^(b)		% P₂O₅ ^(c)		Production		Average BPL ^(b)		% P₂O₅ ^(c)		Production		Average BPL ^(b)		% P₂O₅ ^(c)
Four Corners		6.5		5.6		66.4		30.4		5.1		64.9		29.7		5.6		65.0		29.7
South Fort Meade		6.0		4.3		63.0		28.8		5.1		61.9		28.3		6.4		62.1		28.4
Hookers Prairie		2.0		1.8		64.8		29.7		1.6		64.8		29.7		2.3		64.6		29.6
Wingate		1.4		1.1		65.0		29.7		0.9		65.5		30.0		1.0		62.9		28.8
Hopewell ^(d)		0.5		0.5		68.7		31.4		0.5		70.9		32.4		0.5		68.8		31.5

Total		16.4		13.3		65.0		29.8		13.2		64.0		29.3		15.8		63.8		29.2

^(a)

Actual operating rates vary from those shown in the above table due to factors that include among others the level of demand for our products, the quality of the reserves and the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, accidents, mechanical failure, weather conditions, and other operating conditions.

^(b)	Bone Phosphate of Lime (“*BPL*”) is a traditional reference to the amount (by weight percentage) of calcium phosphate contained in phosphate rock or a phosphate ore body. A higher BPL corresponds to a higher percentage of calcium phosphate.

^(c)	The percent of P₂O₅ in the above table represents a measure of the phosphate content in phosphate rock or a phosphate ore body. A higher percentage corresponds to a higher percentage of phosphate content in phosphate rock or a phosphate ore body.

^(d)	We expect to exhaust the Hopewell mine’s reserves in fiscal 2011.

We also purchase phosphate rock from time to time. The level of our purchases of phosphate rock in the future will depend upon, among other factors, our phosphate rock mining plans, the status of our permits, our need for additional phosphate rock to allow us to operate our concentrates plants at or near full capacity, the quality and level of impurities in the phosphate rock that we mine, and our development or acquisition of additional phosphate rock deposits and mines. Depending on product mix and tonnage requirements, our need for purchased phosphate rock could increase in the future in order to meet product specifications, particularly as we develop our proposed Ona and Pine Level mines. Our recent investment in the Miski Mayo Joint Venture and related commercial offtake supply agreement to purchase a share of the phosphate rock from the Miski Mayo Mine will allow us to reduce our purchases of phosphate rock from other suppliers, after production begins at the mine.

Reserves

We estimate our phosphate rock reserves based upon exploration core drilling as well as technical and economic analyses to determine that reserves can be economically mined. Proven (measured) reserves are those resources of sufficient concentration to meet minimum physical, chemical and economic criteria related to our current product standards and mining and production practices. Our estimates of probable (indicated) reserves are based on information similar to that used for proven reserves, but sites for drilling are farther apart or are otherwise less adequately spaced than for proven reserves, although the degree of assurance is high enough to assume continuity between such sites. Proven reserves are determined using a minimum drill hole spacing of two sites per 40 acre block. Probable reserves have less than two drill holes per 40 acre block, but geological data provides a high degree of assurance that continuity exists between sites.

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The following table sets forth our proven and probable phosphate reserves as of May 31, 2010:


(tonnes in millions)	Reserve Tonnes ^{(a) (b) (c)}			Average BPL ^(d)		% P₂O₅
Active Mines
Four Corners		57.5	^(e)		65.5		30.0
South Fort Meade		48.3			62.7		28.7
Hookers Prairie		22.8	^(f)		65.8		30.1
Hopewell		0.2	^(g)		68.8		31.5
Wingate		35.9	^(h)		63.2		28.9

Total Active Mines		164.7			64.2		29.4
Future Mining
Ona		245.5	^(e)		63.4		29.0
Pine Level		148.0	⁽ⁱ⁾		64.8		29.6

Total Future Mines		393.5			63.9		29.3

Total Mines		558.2			64.0		29.3

^(a)

Reserves are in areas that are fully accessible for mining; free of surface or subsurface encumbrance, legal setbacks, wetland preserves and other legal restrictions that preclude permittable access for mining; believed by us to be permittable; and meet specified minimum physical, economic and chemical criteria related to current mining and production practices.

^(b)

Reserve estimates are generally established by our personnel without a third party review. There has been no third party review of reserve estimates within the last five years, except that in fiscal 2008, we engaged a third party to review the recoverable reserves at our Wingate mine’s Tract 2 pursuant to contractual requirements related to our acquisition of these reserves. The reserve estimates have been prepared in accordance with the standards set forth in Industry Guide 7 promulgated by the United States Securities and Exchange Commission (“SEC”).

^(c)	Of the reserves shown, 530.4 million tonnes are proven reserves, while approximately 1.6 million tonnes at Ona and 26.2 million tonnes at Pine Level are probable reserves.

^(d)	Average product BPL ranges from approximately 63% to 69%.

^(e)	The reserves shown above reflect a reclassification from the Four Corners mine to the Ona mine of 60.8 million tonnes previously assigned to Four Corners based on an engineering study completed late in fiscal year 2010.

^(f)

Of the tonnes shown at Hookers Prairie, our lease of 1.2 million tonnes requires us to pay royalties of $2.00 per short ton of the reserves that we mine. In addition, our lease of 1.9 million tonnes requires us to pay royalties of $1.25 per short ton that are generally credited against $250,000 advance royalties that we paid when we entered into the lease.

^(g)	We expect to exhaust the Hopewell mine’s reserves in fiscal 2011.

^(h)	We acquired Wingate Tract 2, relating to 30.4 million tonnes of the reserves shown for the Wingate mine, in March 2004 pursuant to an agreement under which we paid the seller approximately $3.4 million in March 2010.

⁽ⁱ⁾

In connection with the sale in 1994 of certain of the surface rights related to approximately 48.9 million tonnes of the reported Pine Level reserves, we agreed not to mine such reserves until at least 2014. Our current mining plans do not contemplate mining these reserves until at least that time. In addition, in connection with the purchase in 1996 of approximately 99.1 million tonnes of the reported Pine Level reserves, we agreed to (i) pay royalties of between $0.50 and $0.90 per ton of rock mined based on future levels of DAP margins, (ii) pay to the seller lost income from the loss of surface use to the extent we use the property for mining related purposes before January 1, 2015 and (iii) re-convey to the seller the lands which are not scheduled to be mined upon completion of the permitting process and the approval of the Development Order for the mine.

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We generally own the reserves shown for active mines in the table above, with the only significant exceptions being further described below:

•

Of the tonnes shown for the Wingate mine, 1.9 million tonnes are under a lease that we have the right to extend through 2014 and for which we have prepaid substantially all royalties.

•

We hold the reserves referred to in Note (e) to the above table under leases that we have rights to extend to 2015 and 2022, respectively.

•

We own the above-ground assets of the South Fort Meade mine, including the beneficiation plant, rail track and clay settling areas. A limited partnership, South Ft. Meade Partnership, L.P. (“SFMP”), owns all of the mineable acres shown in the table for the South Fort Meade mine.

•

We own 35% of SFMP and financial investors own the remaining 65%. SFMP is included as a consolidated subsidiary in our financial statements.

•

We have a long-term mineral lease with SFMP. This lease expires on December 31, 2025 or on the date that we have completed mining and reclamation obligations associated with the leased property. Lease provisions include royalty payments and a commitment to give mining priority to the South Fort Meade phosphate reserves. We pay the partnership a royalty on each tonne mined and shipped from the areas that we lease from it. Royalty payments to SFMP total approximately $13 million annually at current shipment rates.

•

Through its arrangements with us, SFMP also 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 surface rights to approximately 619 acres shown in the table above for the South Fort Meade Mine are owned by SFMP, while the U.S. government owns the mineral rights beneath. We control the rights to mine these reserves under a mining lease agreement and pay royalties on the tonnage extracted. Royalties on the approved leases equal approximately 5% of the six-month rolling average mining cost of production when mining these reserves. Under the lease, we paid $0.1 million in royalties to the U.S. government in fiscal 2010.

In light of the long-term nature of our rights to our reserves, we expect to be able to mine all reported reserves that are not currently owned prior to termination or expiration of our rights. Additional information regarding permitting is included in Part I, Item 1A, “Risk Factors”, under “Environmental, Health and Safety Matters—Operating Requirements and Permitting” in our Management’s Analysis, and under “Phosphate Mine Permitting in Florida” in Note 21 of our Consolidated Financial Statements.

Sulfur

We use molten sulfur at our phosphates concentrates plants to produce sulfuric acid primarily for use in our production of phosphoric acid. We purchased approximately 3.2 million long tons of sulfur during fiscal 2010. We purchase most of this sulfur from North American oil and natural gas refiners who are required to remove or recover sulfur during the refining process. Production of one tonne of DAP requires approximately 0.4 long tons of sulfur. We procure our sulfur from multiple sources and receive it by truck or rail either direct to our phosphate plants or have it sent to terminals for gathering that are located on the US gulf coast.

We own and operate sulfur terminals in Houston, Texas and in Tampa, Florida. We own two ocean-going barges and contract for operation of another ocean-going vessel that transport molten sulfur from the Texas terminals to Tampa and then onward by truck to our Florida phosphate plants. We also own a 50% equity interest in Gulf Sulphur Services Ltd., LLLP (“Gulf Sulphur Services”), which is operated by our joint venture partner. Gulf

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Sulphur Services has a large sulfur transportation and terminaling business in the Gulf of Mexico, and handles these functions for a substantial portion of our Florida sulfur volume. Gulf Sulphur Services’ capabilities include melting solid sulfur into the molten form that we use, which permits us to access sources of solid as well as molten sulfur. We further round out our sulfur logistic assets with a large fleet of leased railcars that supplement our marine sulfur logistic system. Our Louisiana operations are served by truck, rail and barge from nearby refineries.

Although sulfur is readily available from many different suppliers and can be transported to our phosphate facilities by a variety of means, sulfur is an important raw material used in our business that has in the past been and may in the future be the subject of volatile pricing and availability. Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to current transportation or terminaling facilities. Changes in the price of sulfur or disruptions to sulfur transportation or terminaling facilities could have a material impact on our business. We have included a discussion of sulfur prices in our Management’s Analysis.

Ammonia

We use ammonia together with phosphoric acid to produce both DAP and MAP. We used approximately 1.4 million tonnes of ammonia during fiscal 2010. Production of one tonne of DAP requires approximately 0.2 tonnes of ammonia.

Our Florida ammonia needs are supplied by offshore producers, under multi-year and annual contracts. Ammonia for our New Wales and Riverview plants is terminaled through an ammonia facility at Port Sutton, Florida that we lease for a term expiring in 2013, which we may extend for up to five additional years. A third party operates the Port Sutton ammonia facility pursuant to an agreement that expires in 2013, which we may extend for an unlimited number of additional five year terms, as long as we or the other party is entitled to operate the ammonia facility. Ammonia for our Bartow plant is terminaled through another ammonia facility owned and operated by a third party at Port Sutton, Florida pursuant to an agreement that expires in calendar 2010. Ammonia is transported by pipeline from the terminals to our production facilities. We have a service agreement with the pipeline provider for Bartow that will expire at the end of calendar 2010.

We produce ammonia at Faustina, Louisiana primarily for our own consumption. Our annual capacity is 500,000 tonnes. From time to time we may sell surplus ammonia to unrelated parties.

Although ammonia is readily available from many different suppliers and can be transported to our phosphates facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been and may in the future be the subject of volatile pricing, and alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities. Changes in the price of ammonia or disruptions to ammonia transportation or terminaling could have a material impact on our business. We have included a discussion of ammonia prices in our Management’s Analysis.

Natural Gas

Natural gas is the primary raw material used to manufacture ammonia. At our Faustina facility, ammonia is manufactured on site. The majority of natural gas is purchased through firm delivery contracts based on published index-based prices and is sourced from Texas and Louisiana via pipeline interconnected to the Henry Hub. We use over-the-counter swap and option contracts to forward price portions of future gas purchases. The portions of gas purchases not forward priced are purchased at the index based prices or at domestic spot market prices under short-term contracts. We purchase approximately 17 million MMbtu of natural gas per year for use in ammonia production at Faustina.

Because our ammonia requirements for our Florida operations are purchased rather than manufactured on site, we purchase approximately two million MMbtu of natural gas per year in Florida only as a thermal fuel for various production processes.

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Florida Land Holdings

We are a significant landowner in the State of Florida, which in the future is expected to return to its historical status as one of the fastest areas of population growth in the United States. We own land comprising approximately 250,000 acres held in fee simple title in central Florida, and have the right to mine additional properties which contain phosphate rock reserves. Some of our land holdings are needed to operate our Phosphates business, while a portion of our land assets, such as reclaimed properties, are not related to our operations. As a general matter, more of our reclaimed property becomes available for uses other than for phosphate operations each year. Our land assets are generally comprised of concentrates plants, port facilities, phosphate mines and other property which we have acquired through our presence in Florida. We are currently taking initial steps as part of a long-term future land use strategy to optimize the value of our land assets.

International Production

Our international operations include production in several key international countries. Our production facilities include plants that produce up to one million tonnes per year of single superphosphate (“SSP”) and granulated SSP crop nutrients by mixing sulfuric acid with phosphate rock. We have agreed to sell one of the SSP production facilities as described under “Sale of Fosfertil and Cubatão Facility” below.

Sale of Fosfertil and Cubatão Facility

Phosphates operations in Brazil include a 20.1% interest in Fosfertil through a 1.3% direct equity interest in Fosfertil and approximately a 33% equity interest in Fertifos. Fosfertil is a Brazilian publicly traded company and the largest phosphate-based crop nutrient producer in Brazil. Its subsidiary Ultrafertil, S.A., is a significant nitrogen company in Brazil. Fertifos is a holding company through which several fertilizer companies in Brazil own a 56.7% equity interest in Fosfertil. Our equity in net losses of Fosfertil and Fertifos for fiscal 2010 was $12.1 million.

Phosphates operations in Brazil also include a facility at Cubatão that produces SSP and animal feed ingredients and engages in bagging, blending, storage and warehouse operations.

On February 10, 2010, we entered into a Share Purchase Agreement and Other Covenants (the “Share Agreement”) with Vale. In connection with the Share Agreement:

(i)

We and Vale entered into an Option Agreement (the “Fosfertil Option Agreement”) pursuant to which we granted Vale a call option to purchase, and Vale granted us a put option to sell, (such call and put options being collectively referred to as the “Fosfertil Options”) the equity interests in a subsidiary of ours that has been formed to hold our minority equity interests in Fosfertil and Fertifos; and

(ii)

We and Vale entered into an Option Agreement (the “Holdings Option Agreement,” and together with the Share Agreement and the Fosfertil Option Agreement, the “Transaction Agreements”) pursuant to which we granted Vale a call option to purchase, and Vale granted us a put option to sell, (such put and call options being collectively referred to as the “Holdings Options” and together with the Fosfertil Options as the “Options”) our equity interests in subsidiaries that we formed to hold our Cubatão facility.

Exercise of the Options is subject to our entering into a definitive stock purchase agreement (the “Stock Purchase Agreement”) with Vale with respect to the transactions contemplated by the Holdings Option Agreement on terms substantially consistent with those set forth in the Holdings Option Agreement and certain other conditions. If either Vale or we exercise their respective Options, the sale of the Cubatão facility is expected to follow the closing of the sale of our interests in Fosfertil and Fertifos.

Following the exercise of the Options, our Brazilian operations are expected to continue their fertilizer and animal feed ingredient blending and distribution operations in Brazil, as well as their production of SSP and port activities at the Paranagua, Brazil complex of Fospar S.A., a 62.1% owned subsidiary (“Fospar”). Accordingly,

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in order to facilitate the transactions contemplated by the Transaction Agreements, we have segregated our ownership of the Fosfertil and Fertifos stock and the Cubatão facility into separate subsidiaries. We anticipate that securing the necessary permits and completing other steps that we intend to take prior to the sale of our interests in Fosfertil and Fertifos and the Cubatão facility will be completed in the latter half of calendar 2010.

Under the Transaction Agreements, in general and subject to certain exceptions:

(i)

Vale has agreed to a standstill agreement under which neither it nor its subsidiaries will purchase any phosphate rock, phosphoric acid or phosphate fertilizer or animal feed ingredient mining or production assets in North America for a period of eighteen months;

(ii)

Vale has agreed that neither it nor its subsidiaries will engage in production/distribution or sale in Brazil of physically blended mineral fertilizers for a period of three years after the closing (the “Fosfertil Option Closing”) of the transactions contemplated by the Fosfertil Option Agreement;

(iii)

We have agreed that we will not engage in the phosphate mining business in Brazil for a period of three years after the Fosfertil Option Closing;

(iv)

The parties have entered into certain agreements providing, as a condition precedent to the Fosfertil Option Closing, for the termination of certain ongoing legal proceedings brought by Mosaic Brazil against Fosfertil, Fertifos and certain members of Bunge Group. These legal proceedings are described further under “Fosfertil Merger Proceedings” in Part I, Item 3, “Legal Proceedings” in this report;

(v)

Mosaic and Vale S.A. have guaranteed the obligations of their respective subsidiaries; and

(vi)

The parties have also entered into certain other commercial arrangements with respect to Fosfertil’s and the Cubatão facility’s potential continued supply of certain products and services to us.

The aggregate purchase price for Mosaic’s stakes in Fosfertil and Fertifos and the Cubatão facility is in excess of $1 billion.

Potash Segment

We are one of the leading potash producers in the world. We mine and process potash in Canada and the United States and sell potash in North America and internationally. The term “potash” applies generally to the common salts of potassium. Muriate of potash (“MOP”) is the primary source of potassium for the crop nutrient industry. Red MOP has traces of iron oxide. The granular and standard grade Red MOP products are well suited for direct fertilizer application and bulk blending. White MOP has a higher percent K₂O. White MOP, besides being well suited for the agricultural market, is used in many industrial applications.

Our potash products are marketed worldwide to crop nutrient manufacturers, distributors and retailers and are also used in the manufacture of mixed crop nutrients and, to a lesser extent, in animal feed ingredients. We also sell potash to customers for industrial use. In addition, our potash products are used for de-icing and as a water softener regenerant.

We operate three potash mines in Canada, including two shaft mines with a total of three production shafts and one solution mine, as well as two potash mines in the United States, including one shaft mine and one solution mine. We also own related refineries at each of the mines.

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The map below shows the location of each of our potash mines.

LOGO

Our current potash annualized proven peaking capacity, excluding tonnage produced at Esterhazy for a third party pursuant to a contract described below, totals 10.4 million tonnes of product per year and accounted for approximately 14% of world capacity and 37% of North American capacity. Production during fiscal 2010, excluding tonnage produced for a third party at Esterhazy, totaled 5.2 million tonnes and accounted for approximately 12% of estimated world production and 38% of estimated North American production.

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The following table shows, for each of our potash mines, capacity at May 31, 2010 and volume of mined ore, average grade and finished product output for the past three fiscal years:


(tonnes in millions)					2010						2009						2008
Facility	Annualized Proven Peaking Capacity^(a)(b)(c)		Annual Operational Capacity ^(a)(b)(d)		Ore Mined		Grade % K₂O^(e)		Finished Product		Ore Mined		Grade % K₂O^(e)		Finished Product		Ore Mined		Grade % K₂O^(e)		Finished Product
Canada
Belle Plaine—MOP		2.8		2.3		5.7		18.0		1.5		6.9		18.0		1.8		8.1		18.0		2.1
Colonsay—MOP		1.8		1.5		2.2		24.9		0.8		2.6		26.6		1.0		3.6		27.2		1.4
Esterhazy—MOP		5.3		4.8		6.7		24.1		2.3		8.3		25.1		3.0		11.3		25.5		4.1

Canadian Total		9.9		8.6		14.6		21.8		4.6		17.8		22.6		5.8		23.0		23.1		7.6
United States
Carlsbad—MOP		0.6		0.5		3.0		11.2		0.4		2.5		10.2		0.2		3.3		11.5		0.4
Carlsbad—K-Mag^® ^(f)		1.1		1.0		2.7		6.7		0.6		2.7		6.4		0.6		3.1		7.2		0.8

Carlsbad Total		1.7		1.5		5.7		9.1		1.0		5.2		8.2		0.8		6.4		9.4		1.2
Hersey—MOP ^(g)		0.1		0.1		0.1		26.7		-		0.2		26.7		0.1		0.2		26.7		0.1

United States Total		1.8		1.6		5.8				1.0		5.4				0.9		6.6				1.3

Totals		11.7		10.2		20.4		18.3		5.6		23.2		19.4		6.7		29.6		20.2		8.9

Total excluding toll production ^(h)		10.4				19.3				5.2		20.9				5.9		26.8				7.9

^(a)	Finished product.

^(b)

Actual operating rates may vary from those shown in the above table due to factors that include among others the level of demand for our products, maintenance and turnaround time, the quality of the reserves and the nature of the geologic formations we are mining at any particular time, accidents, mechanical failure, product mix, and other operating conditions.

^(c)	Represents full capacity assuming no turnaround or maintenance time.

^(d)	Annual operational capacity is our estimated annual achievable production level.

^(e)	Grade % K₂O is a traditional reference to the percentage (by weight) of potassium oxide contained in the ore. A higher percentage corresponds to a higher percentage of potassium oxide in the ore.

^(f)	K-Mag is a specialty product that we produce at our Carlsbad facility.

^(g)	The Hersey facility also mines, processes and sells salt.

^(h)	We toll produce MOP at our Esterhazy mine for a third party under a contract discussed below under “Canadian Mines.”

Canadian Mines

We operate three Canadian potash facilities all located in the southern half of the Province of Saskatchewan, including our solution mine at Belle Plaine, two interconnected mine shafts at our Esterhazy shaft mine and our shaft mine at Colonsay.

Extensive potash deposits are found in the southern half of the Province of Saskatchewan. The potash ore is contained in a predominantly rock salt formation known as the Prairie Evaporites. The Prairie Evaporites deposits are bounded by limestone formations and contain the potash beds. Three potash deposits of economic importance occur in Saskatchewan: the Esterhazy, Belle Plaine and Patience Lake members. The Patience Lake member is mined at Colonsay, and the Esterhazy member at Esterhazy. At Belle Plaine all three members are mined. Each of the major potash members contains several potash beds of different thicknesses and grades. The particular beds mined at Colonsay and Esterhazy have a mining height of 11 and 8 feet, respectively. At Belle Plaine several beds of different thicknesses are mined.

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Our potash mines in Canada produce MOP exclusively. Esterhazy and Colonsay utilize shaft mining while Belle Plaine utilizes solution mining technology. Traditional potash shaft mining takes place underground at depths of over 3,000 feet where continuous mining machines cut out the ore face and load it onto conveyor belts. The ore is then crushed, moved to storage bins and hoisted to refineries above ground. In contrast, our solution mining process involves heated water, which is pumped through a “cluster” to dissolve the potash in the ore beds at a depth of approximately 5,400 feet. A cluster consists of a series of boreholes drilled into the potash ore by a portable, all-weather, electric drilling rig. A separate distribution center at each cluster controls the brine flow. The solution containing dissolved potash and salt is pumped to a refinery where sodium chloride, a co-product of this process, is separated from the potash through the use of evaporation and crystallization techniques. Concurrently, the solution is pumped into a 150 acre cooling pond where additional crystallization occurs and the resulting product is recovered via a floating dredge. Refined potash is dewatered, dried and sized. Our Canadian operations produce 15 different MOP products, including industrial grades, many through proprietary processes.

Under a contract (the “PCS Tolling Contract”) with Potash Corporation of Saskatchewan Inc. (“PCS”), we mine and refine the customer’s potash reserves at our Esterhazy mine for a fee plus a pro rata share of operating and capital costs. The contract provides that PCS may elect to receive between 0.45 million and 1.3 million tonnes of potash per year. The contract provides for a term through December 31, 2011 as well as certain renewal terms at the option of PCS, but only to the extent PCS has not received all of its available reserves under the contract. Based on our then-current calculations, in May 2009, we informed PCS that we believed that approximately 1.5 million tonnes of potash remained to be delivered to PCS under the contract after April 30,2009. PCS has filed a lawsuit against us contesting our basis and timing for termination of the contract and alleging damages based on our historical mining practices. We subsequently counterclaimed, alleging that PCS breached the PCS Tolling Contract by refusing to take delivery of approximately 0.9 million tonnes of potash that it ordered under the contract, primarily for delivery after April 30, 2009, due to the global financial and credit crisis. We believe the allegations in PCS’ lawsuit are without merit. We have included a further description of the lawsuit under “Esterhazy Potash Mine Tolling Contract Disputes” in Note 21 of our Consolidated Financial Statements. After expiration of the contract or during other periods to the extent we are not fully utilizing the capacity to satisfy our obligations under the contract, the productive capacity at our Esterhazy mine otherwise used to satisfy our obligations under the contract is available to us for sales to any of our customers at then-current market prices.

Our potash mineral rights in the Province of Saskatchewan consist of the following:


	Belle Plaine		Colonsay		Esterhazy		Total
Acres under control
Owned in fee		13,213		10,039		109,196		132,448
Leased from Province		51,568		65,429		137,735		254,732
Leased from others		-		320		22,837		23,157

Total under control		64,781		75,788		269,768		410,337

We believe that our mineral rights in Saskatchewan are sufficient to support current operations for more than a century. Leases are generally renewable at our option for successive terms, generally 21 years each, except that certain of the acres shown above as “Leased from others” are leased under long-term leases with terms (including renewals at our option) that expire from 2094 to 2142.

We pay Canadian resource taxes consisting of the Potash Production Tax and capital taxes. The Potash Production Tax is a Saskatchewan provincial tax on potash production and consists of a base payment and a profits tax. We also pay the greater of (i) a capital tax on the paid-up capital of our subsidiaries that own and operate our Saskatchewan potash mines or (ii) a percentage of the value of resource sales from our Saskatchewan mines and we pay capital tax in other Canadian provinces. In addition to the Canadian resource taxes, royalties are payable to the mineral owners in respect of potash reserves or production of potash. We have included a further discussion of the Canadian resource taxes and royalties in our Management’s Analysis.

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Since December 1985, we have experienced an inflow of salt saturated brine into our Esterhazy mine. At various times since then, we have experienced new or substantially increased brine inflows at the Esterhazy mine. As a result of these brine inflows, we incur expenditures, certain of which have been capitalized while others have been charged to expense, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to control the inflow. It is possible that the costs of remedial efforts at Esterhazy may further increase in the future and that such an increase could be material, or, in the extreme scenario, that the brine inflows, risk to employees or remediation costs may increase to a level which would cause us to change our mining process or abandon the mine. See “Potash Net Sales and Gross Margin” in our Management’s Analysis and “Accidents occurring in the course of our operating activities could result in significant liabilities, interruptions or shutdowns of facilities or the need for significant safety or other expenditures” in Part I, Item 1A, “Risk Factors” in this report, both of which are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.

Due to the ongoing brine inflow problem at Esterhazy, underground operations at this facility are currently not insurable for water incursion problems. Like other potash producers’ shaft mines, our Colonsay, Saskatchewan, and Carlsbad, New Mexico, mines are also subject to the risks of inflow of water as a result of their shaft mining operations, but water inflow risks at these mines are included in our insurance coverage subject to deductibles, retentions and limits negotiated with our insurers.

We have a long term potash capacity expansion plan in Saskatchewan, Canada in response to expected growth in global potash demand. We expect the total planned expansions to increase our annualized proven peaking capacity for finished product by more than five million tonnes. The expansions are projected to occur over the next decade, with the first expansion production expected to come on line in calendar 2010. We have included a further discussion of our potash capacity expansion plan in our Management’s Analysis.

United States Mines

In the United States, we have two potash facilities, including a shaft mine located in Carlsbad, New Mexico and a solution mine located in Hersey, Michigan.

Our potash mineral rights in the United States consist of the following:

Carlsbad

Hersey

Total

Acres under control

Owned in fee

581

Long-term leases

73,781

1,799

75,580

Total under control

73,781

2,380

76,161

The Carlsbad ore reserves are of two types: (1) sylvinite, a mixture of potassium chloride and sodium chloride that is the same as the ore mined in Saskatchewan, and (2) langbeinite, a double sulfate of potassium and magnesium. These two types of potash reserves occur in a predominantly rock salt formation known as the Salado Formation. The McNutt Member of this formation consists of eleven units of economic importance, of which we currently mine two. The McNutt Member’s evaporite deposits are interlayered with anhydrite, polyhalite, potassium salts, clay, and minor amounts of sandstone and siltstone.

Continuous underground mining methods are utilized to extract the ore. Drum type mining machines are used to cut the sylvinite and langbeinite ores from the face. Mined ore is then loaded onto conveyors, transported to storage areas, and then hoisted to the surface for further processing at our refinery.

Two types of potash are produced at the Carlsbad refinery. MOP is the primary source of potassium for the crop nutrient industry. Double sulfate of potash magnesia is the second type of potash, which we market under our brand name K-Mag^®, and contains sulfur, potassium and magnesium, with low levels of chloride.

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At the Carlsbad facility, we mine and refine potash from 73,781 acres of mineral rights. We control these reserves pursuant to either (i) leases from the U.S. government that, in general, continue in effect at our option (subject to readjustment by the U.S. government every 20 years) or (ii) leases from the State of New Mexico that continue as long as we continue to produce from them. These reserves contain an estimated total of 294 million tonnes of potash mineralization (calculated after estimated extraction losses) in two mining beds evaluated at thicknesses ranging from 4.5 feet to in excess of 11 feet. At average refinery rates, these ore reserves are estimated to be sufficient to yield 16 million tonnes of concentrates from sylvinite with an average grade of approximately 60% K₂O and 28 million tonnes of langbeinite concentrates with an average grade of approximately 22% K₂O. At projected rates of production, we estimate that Carlsbad’s reserves of sylvinite and langbeinite are sufficient to support operations for more than 32 years and 25 years, respectively. During fiscal 2010, we increased the reserves at our Carlsbad facility by 180 million tonnes because we entered into leases that provided access to mineral rights that were previously not economical to mine, and because increased potash selling prices made areas of lower grade ore economical to mine.

At Hersey, Michigan, we operate a solution mining facility which produces salt and potash. Mining occurs in the Michigan Basin in a predominantly rock salt formation called the Salina Group Evaporite. This formation is a clean salt deposit with interlayered beds of sylvinite and carbonate. At the Hersey facility, our mineral rights consist of 581 acres owned in fee and 1,799 acres controlled under leases that, in general, continue in effect at our option as long as we continue our operations at Hersey. These lands contain an estimated 40 million tonnes of potash mineralization contained in two beds ranging in thickness from 14 to 30 feet.

Royalties for the U.S. operations amounted to approximately $9.6 million for fiscal 2010. These royalties are established by the U.S. Department of the Interior, Bureau of Land Management, in the case of the Carlsbad leases from the U.S. government, and pursuant to provisions set forth in the leases, in the case of the Carlsbad state leases and the Hersey leases.

Reserves

Our estimates below of our potash reserves and non-reserve potash mineralization are based on exploration drill hole data, seismic data and actual mining results over more than 35 years. Proven reserves are estimated by identifying material in place that is delineated on at least two sides and material in place within a half-mile radius or distance from an existing sampled mine entry or exploration core hole. Probable reserves are estimated by identifying material in place within a one mile radius from an existing sampled mine entry or exploration core hole. Historical extraction ratios from the many years of mining results are then applied to both types of material to estimate the proven and probable reserves. We believe that all reserves and non-reserve potash mineralization reported below are potentially recoverable using existing production shaft and refinery locations.

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Our estimated recoverable potash reserves and non-reserve potash mineralization as of May 31, 2010 for each of our mines is as follows:


(tonnes in millions)	*Reserves^(a)(b)*				Potash Mineralization ^(a)(c)
Facility	Recoverable Tonnes		Average Grade (% K₂O)		Potentially Recoverable Tonnes
*Canada*
Belle Plaine		687.2		18.0		2,160.7
Colonsay		232.9		26.4		224.0
Esterhazy		593.5		24.5		409.4

sub-totals		1,513.6		21.8		2,794.1
*United States*
Carlsbad		294.3		7.4		-
Hersey		39.7		26.7		-

sub-totals		334.0		9.7		-

Totals		1,847.6		19.6		2,794.1

^(a)	There has been no third party review of reserve estimates within the last four years. The reserve estimates have been prepared in accordance with the standards set forth in Industry Guide 7 promulgated by the SEC.

^(b)	Includes both proven and probable reserves.

^(c)

The non-reserve potash mineralization reported in the table in some cases extends to the boundaries of the mineral rights we own or lease. Such boundaries are up to 16 miles from the closest existing sampled mine entry or exploration core hole. Based on available geologic data, the non-reserve potash mineralization represents potash that we expect to mine in the future, but it may not meet all of the technical requirements for categorization as proven or probable reserves under Industry Guide 7.

As discussed more fully above, we either own the reserves and mineralization shown above or lease them pursuant to mineral leases that generally remain in effect or are renewable at our option, or are long-term leases. Accordingly, we expect to be able to mine all reported reserves that are leased prior to termination or expiration of the existing leases.

Natural Gas

Natural gas is used at our potash solution mines as a fuel to produce steam and to dry potash products. The steam is used to generate electricity, in evaporation and crystallization processes and to provide thermal heat to the solution mining process. Our two solution mines accounted for approximately 76% of our Potash segment’s total natural gas requirements for potash production in fiscal 2010. At our shaft mines, natural gas is used as a fuel to heat fresh air supplied to the shaft mines and for drying potash products. Combined natural gas usage for both the solution and shaft mines approximated 12 million MMbtu for fiscal 2010. We purchase our natural gas requirements on firm delivery index price-based physical contracts and on short term spot-priced physical contracts. Our Canadian operations purchase all of their physical gas in Saskatchewan via the TransGas pipeline system using AECO price indices as pricing references. The U.S. potash operations in Michigan and New Mexico purchase physical gas in their respective regional markets via the MichCon and El Paso Permian Basin market hubs as pricing references, respectively. We use financial derivative contracts to manage the price of portions of our future purchases.

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SALES AND DISTRIBUTION ACTIVITIES

United States and Canada

We have a United States and Canada sales and marketing team that serves our business segments. We sell to wholesale distributors, retail chains, cooperatives, independent retailers and national accounts.

Customer service and the ability to effectively minimize the overall supply chain costs are key competitive factors in the crop nutrient and animal feed ingredients businesses. In addition to our production facilities, to service the needs of our customers, we own, lease or have contractual throughput or other arrangements at strategically located distribution warehouses along or near the Mississippi and Ohio Rivers as well as in other key agricultural regions of the United States and Canada. From these facilities, we market Mosaic produced phosphate and potash products for customers who in turn resell the product into the distribution channel or directly to farmers in the United States and Canada.

We own port facilities in Savage, Minnesota as well as warehouse distribution facilities in Pekin, Illinois, Louisville, Kentucky, Hendersonville, Kentucky, Melbourne, Kentucky and Houston, Texas which has a deep water berth providing access to the Gulf of Mexico.

In addition to the geographically situated facilities that we own, our U.S. distribution operations also include leased distribution space or contractual throughput agreements in other key geographical areas such as California, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Nebraska, New York, North Dakota, Pennsylvania and Texas.

Our Canadian customers include independent dealers and national accounts. We also lease and own warehouse facilities in Saskatchewan, Canada.

International

Outside of the United States and Canada, we market our Phosphates segment’s products through PhosChem, as well as our Phosphates segment’s own international distribution activities. During fiscal 2010, PhosChem marketed approximately 77% of our phosphate export sales volume. We administer PhosChem on behalf of PhosChem’s member companies. We estimate that PhosChem’s sales represent approximately 66% of total U.S. export volume of concentrated phosphates. The countries that account for the largest amount of PhosChem’s sales of concentrated phosphates include India, Australia, Japan, Brazil and Colombia. During fiscal 2010, PhosChem’s dry concentrated phosphates exports to Asia were 64% of total dry shipments by volume, with India representing 51% of PhosChem’s total dry concentrated phosphates export shipments.

Our sales outside of the United States and Canada of Saskatchewan potash products are made through Canpotex Limited (“Canpotex”). Canpotex is an export association of certain Canadian potash producers. Canpotex sales are generally allocated among the producer members based on production capacity. We currently supply approximately 37.1%, by volume, of Canpotex’s requirements. Our potash exports from Carlsbad are sold through our own sales force. We also market our Potash segment’s products through our Phosphates segment, which acquires its potash primarily through Canpotex. The largest amount of international potash sales are to China, India, Japan, Korea, Taiwan, Southeast Asia, Australia and Latin America.

Our Phosphates segment also purchases phosphates, potash and nitrogen products from, or markets these products for, unrelated third parties.

To service the needs of our customers, our international distribution activities include a network of strategically located sales offices, crop nutrient blending and bagging facilities, port terminals and warehouse distribution facilities that we own and operate in key geographic areas throughout several countries. The blending and bagging facilities primarily produce blended crop nutrients (“Blends”) from phosphate, potash and nitrogen. The

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average product mix in our Blends (by volume) contains approximately 50% phosphate, 25% potash and 25% nitrogen, although this mix differs based on seasonal and other factors. Our international operations serve primarily as a sales outlet for our North American Phosphates production, both for resale and as an input for Blends, and we expect to expand this role in the future. Our Potash segment also has historically furnished a portion of the raw materials needs for the production of Blends, and is expected to continue to do so in the future.

The following maps show the locations of our primary distribution operations in South America and Asia:

Other Products

With a strong brand position in a multi-billion dollar animal feed ingredients global market, our Phosphates segment supplies animal feed ingredients for poultry and livestock to customers in North America, Latin America and Asia. Our potash sales to non-agricultural users are primarily to large industrial accounts and the animal feed industry. Additionally, we sell potash for de-icing and as a water softener regenerant.

COMPETITION

Because crop nutrients are global commodities available from numerous sources, crop nutrition companies compete primarily on the basis of delivered price. Other competitive factors include product quality, cost and availability of raw materials, customer service, plant efficiency and availability of product. As a result, markets for our products are highly competitive. We compete with a broad range of domestic and international producers, including farmer cooperatives, subsidiaries of larger companies, and independent crop nutrient companies. Foreign competitors often have access to cheaper raw materials, are required to comply with less stringent regulatory requirements or are owned or subsidized by governments and, as a result, may have cost advantages over North American companies. We believe that our extensive North American and international production and distribution system provides us with a competitive advantage by allowing us to achieve economies of scale and transportation and storage efficiencies and obtain market intelligence.

Unlike many of our competitors, we have our own distribution system to sell phosphate- and potash-based crop nutrients and animal feed ingredients, whether produced by us or by other third parties, around the globe. In North America, we have one of the largest and most strategically located distribution systems for crop nutrients,

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including warehouse facilities in key agricultural regions. We also have an extensive network of distribution facilities internationally, including in the key growth markets of Latin America and Asia, with port terminals, warehouses, and blending plants in Brazil, Argentina, Chile, China, and India. Our global presence allows us to efficiently serve customers in more than 40 countries.

Phosphates Segment

Our Phosphates segment operates in a highly competitive global market. Among the competitors in the global phosphate industry are domestic and foreign companies, as well as foreign government-supported producers in Asia and North Africa. Phosphate producers compete primarily based on price and, to a lesser extent, product quality, service and innovation, such as our MicroEssentials^® product. Major integrated producers of feed phosphates are located in the United States, Europe and China. Many smaller producers are located in emerging markets around the world. Many of these smaller producers are not miners of phosphate rock or manufacturers of phosphoric acid and are required to purchase this material on the open market.

We believe that we are a low cost producer of phosphate-based crop nutrients, due in part to our scale, vertical integration and strategic network of production and distribution facilities. As the world’s largest producer of concentrated phosphates, as well as the second largest miner of phosphate rock in the world and the largest in the United States, we maintain an advantage over some competitors as the scale of operations effectively reduces production costs per unit. We are also vertically integrated to captively supply one of our key inputs, phosphate rock, to our phosphate production facilities. We believe that our position as an integrated producer of phosphate rock provides us with a significant cost advantage over competitors that are non-integrated phosphate producers. We produce ammonia at our Faustina concentrates plant in quantities sufficient to meet approximately one quarter of our total ammonia needs. With no captive ammonia production in Florida, we are subject to significant volatility in our purchase price of ammonia from world markets. With our own sulfur transportation barges and our 50% ownership interest in Gulf Sulphur Services, we are also well-positioned to source an adequate, flexible and cost-effective supply of sulfur, our third key input. We believe that our investments in sulfur infrastructure provide us with a significant competitive advantage in both cost and access to sulfur.

With production facilities in both central Florida near the Port of Tampa and in Louisiana on the Mississippi River, we are logistically positioned to supply both domestic and international customers as well as transport rock, sulfur and ammonia easily. In addition, those multiple production points afford us the flexibility to optimally balance supply and demand.

We have a strong brand in several of the countries in which we have international distribution activities. In addition to having access to our own production, our international distribution activities have the capability to supply all three types of crop nutrients to our dealer/farmer customer base. Our presence in Latin America and Asia allows us to capitalize on the growth in nutrient demand in these large and growing international regions. In addition, our relationships with Cargill’s agricultural operations provide our international distribution activities with additional sales opportunities.

We are subject to many environmental laws and regulations in Florida and Louisiana that are often more stringent than those to which producers in other countries are subject.

Potash Segment

Potash is a commodity available from several geographical regions around the world and, consequently, the market is highly competitive. Through our participation in Canpotex, we compete outside of North America with various independent potash producers and consortia as well as other export organizations, including state-owned organizations. We also ship product from Carlsbad, New Mexico, potash facility to our South American distribution centers. Our principal methods of competition with respect to the sale of potash include product pricing, and offering consistent, high-quality products and superior service. We believe that our potash cost structure is competitive in the industry and should improve as we achieve the expected increases in production from our planned expansions.

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FACTORS AFFECTING DEMAND

Our results of operations historically have reflected the effects of several external factors which are beyond our control and have in the past produced significant downward and upward swings in operating results. Revenues are highly dependent upon conditions in the agriculture industry and can be affected by, among other factors: crop failure; changes in agricultural production practices; worldwide economic conditions, including the increasing world population, household incomes, and demand for more protein rich food, particularly in developing regions such as China, India, and Latin America, increasing demand for biofuels, and variability in commodity pricing; governmental policies; the level of inventories in the crop nutrient distribution channels; customer expectations about farmer economics, future crop nutrient prices and availability and transportation costs, among other matters; market trends in raw material costs; market prices for crop nutrients; and weather. Furthermore, our crop nutrients business is seasonal to the extent farmers and agricultural enterprises in the markets in which we compete purchase more crop nutrient products during the spring and fall. The international scope of our business, spanning the northern and southern hemispheres, reduces to some extent the seasonal impact on our business. The degree of seasonality of our business can change significantly from year to year due to conditions in the agricultural industry and other factors. The seasonal nature of our businesses requires significant working capital for inventory in advance of the planting seasons.

We sell products throughout the world. Unfavorable changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade; unexpected changes in tax and trade treaties; strengthening or weakening of foreign economies as well as political relations with the United States may cause sales trends to customers in one or more foreign countries to differ from sales trends in the United States.

Our international operations are subject to risks from changes in foreign currencies, which can affect farmer economics.

OTHER MATTERS

Employees

We had approximately 7,500 employees as of May 31, 2010, consisting of approximately 3,000 salaried and 4,500 hourly employees.

Labor Relations

As of May 31, 2010:

•

We had nine collective bargaining agreements with unions covering approximately 72% of our hourly employees in the U.S. and Canada. Of these employees, approximately 35% are covered under collective bargaining agreements scheduled to expire in fiscal 2011.

•

Agreements with eight unions covered all employees in Brazil, representing 68% of our international employees. More than one agreement may govern our relations with each of these unions. In general, the agreements are renewable on an annual basis.

•

We also had collective bargaining agreements with unions covering employees in several other countries.

Failure to renew any of our union agreements could result in a strike or labor stoppage that could have a material adverse affect on our operations. However, we have not experienced a significant work stoppage in many years and consider our labor relations to be good.

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Financial Information about our Business Segments and Operations by Geographic Areas

We have included financial information about our business segments, our operations by geographic area and our revenues by class of similar products in Note 23 of our Consolidated Financial Statements.

Information Available on our Website

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments thereto, filed with the SEC pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder are made available free of charge on our website, (www.mosaicco.com), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained on our website is not being incorporated in this report.

EXECUTIVE OFFICERS

Information regarding our executive officers as of July 22, 2010 is set forth below. Each of our executive officers has served in the positions listed in the table below since the Combination, except as expressly indicated below:


Name	Age		Position
Norman B. Beug		58	Senior Vice President—Potash Operations
Anthony T. Brausen		51	Vice President—Finance and Chief Accounting Officer
Gary “Bo” N. Davis		58	Vice President—Phosphate Operations
Richard L. Mack		42	Executive Vice President, General Counsel and Corporate Secretary
Richard N. McLellan		53	Senior Vice President—Commercial
James “Joc” C. O’Rourke		49	Executive Vice President—Operations
James T. Prokopanko		57	Chief Executive Officer, President and Director
Cindy C. Redding		51	Vice President—Human Resources
Lawrence W. Stranghoener		56	Executive Vice President and Chief Financial Officer
Linda Thrasher		44	Vice President—Public Affairs

Norman B. Beug. Mr. Beug was elected as Senior Vice President—Potash Operations in October 2006. Prior to the Combination, Mr. Beug was the Vice President and General Manager of IMC’s Potash Business Segment from February 2003 through October 2004. In addition, Mr. Beug became Vice President—Potash Operations of Mosaic in June 2004. Mr. Beug joined a predecessor of IMC in 1977. Mr. Beug’s prior service for IMC and its predecessor companies included a variety of supervisory and management positions in the potash business.

Anthony T. Brausen. Mr. Brausen became Vice President—Finance and Chief Accounting Officer of Mosaic in April 2006. Prior to joining Mosaic as an employee in February 2006, Mr. Brausen had been Vice President and Chief Financial Officer of Tennant Company, a designer, manufacturer and marketer of floor maintenance and outdoor cleaning equipment, chemical-free cleaning technologies, specialty surface coatings and related products, since March 2000. From 1989-2000, Mr. Brausen held several financial management positions, including Vice President and Treasurer, Assistant Controller and Director of Investor Relations, with International Multifoods Corporation, a diversified publicly-traded food processor and distributor. From 1981-1989, Mr. Brausen held various positions with KPMG LLP.

Gary “Bo” N. Davis. Mr. Davis was elected Vice President—Phosphate Operations of Mosaic in June 2010. Previously, Mr. Davis had served as Vice-President—Phosphate Operations for all of Mosaic’s Florida and

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Louisiana operations since 2007 and Vice President of Mining since Mosaic’s formation in 2004. Prior to the Combination, Mr. Davis held several positions at Cargill, including Vice President, Operations for the fertilizer division from 1999 to 2004. Mr. Davis has worked in the crop nutrient industry for over 30 years.

Richard L. Mack. Effective January 1, 2009, Mr. Mack was elected Executive Vice President, General Counsel and Corporate Secretary. Mr. Mack served as Senior Vice President, General Counsel and Corporate Secretary of Mosaic since its formation in 2004. Mr. Mack also provides executive oversight for Mosaic’s land development and permitting organizations. Prior to the formation of Mosaic in 2004, Mr. Mack was a Senior Attorney in Cargill’s worldwide law department and a co-founder of Cargill’s venture capital business unit.

Richard N. McLellan. Mr. McLellan was elected as Senior Vice President—Commercial in April 2007. Previously, Mr. McLellan had served us as our Vice President—North American Sales since December 2005 and as Country Manager for our (and, prior to the Combination, Cargill’s) Brazilian crop nutrient business since November, 2002. Mr. McLellan joined Cargill in 1989 and held various roles in its Canadian and U.S. operations, including grain, retail and wholesale crop nutrient distribution.

James “Joc” C. O’Rourke. Mr. O’Rourke became Executive Vice President—Operations of Mosaic in January 2009. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, since May 2006, where he was responsible for the Australia Pacific Business Unit consisting of ten gold and copper mines in Australia and Papua New Guinea. Before that, Mr. O’Rourke was Executive General Manager Australia and Managing Director of Placer Dome Asia Pacific Ltd., the second largest gold producer in Australia, from December 2004, where he was responsible for the Australia Business Unit consisting of five gold and copper mines; and General Manager Western Australia Operations for Iluka Resources Ltd., the world’s largest zircon and second largest titanium producer, from September 2003, where he was responsible for six mining and concentrating operations and two mineral separation/synthetic rutile refineries. Mr. O’Rourke had previously held various management, engineering and other roles in the mining industry in Canada and Australia since 1984.

James T. Prokopanko. Mr. Prokopanko became our President and Chief Executive Officer on January 1, 2007. Until joining us as Executive Vice President and Chief Operating Officer on July 31, 2006, Mr. Prokopanko was a Corporate Vice President of Cargill since 2004. He was Cargill’s Corporate Vice President with executive responsibility for procurement from 2002 to 2006 and a platform leader responsible for Cargill’s Ag Producer Services Platform from 1999 to July 2006. After joining Cargill in 1978, Mr. Prokopanko served in a wide range of leadership positions, including being named Vice President of North American crop inputs business in 1995. During his Cargill career, Mr. Prokopanko was engaged in retail agriculture businesses in the United States, Canada, Brazil, Argentina and the United Kingdom. Mr. Prokopanko resigned from all of his current positions with Cargill and its subsidiaries (other than Mosaic) in connection with his election as Executive Vice President and Chief Operating Officer of Mosaic. Mr. Prokopanko has served as a director of Mosaic since October 2004 and served as a member of the Corporate Governance and Nominating Committee and the Environmental, Health and Safety Committee of the Company’s Board of Directors since his election to the Board through July 31, 2006.

Cindy C. Redding. Ms. Redding was elected as Vice President-Human Resources effective July 30, 2007. Ms. Redding was previously Vice President-Human Resources of MDU Resources Group, Inc., a provider of value-added natural resource products and related services for energy and transportation infrastructure, since July 2003, and its Director of Human Resources from December 2002 to July 2003. Before that, Ms. Redding served from July 1998 until December 2002 in the positions of Director, Human Resources, Molded Plastics Division, as Corporate Benefits Planning & Delivery Manager, and as Manager, Strategic Staffing Services, for Sonoco Products Company, a global packaging company. Prior to that, Ms. Redding worked for Abbott Laboratories, a global health care company, as Manager, Human Resources, Abbott International Division, from 1997 to 1998. From 1980 to 1997, Ms. Redding worked in various business administration and human resource roles, domestic and international, for Amoco Corporation, a world-wide integrated energy company.

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Lawrence W. Stranghoener. Mr. Stranghoener joined us as Executive Vice President and Chief Financial Officer in October 2004. He previously served as Executive Vice President and Chief Financial Officer of Thrivent Financial for Lutherans and its predecessor organization from January 1, 2001 until October 2004, where he had responsibility over the organization’s investments, finance and related functions. Prior to that, from 1983 through December 1999, Mr. Stranghoener worked in various senior management positions with Honeywell, Inc. in the United States and Europe, including Vice President and Chief Financial Officer, Vice President of Business Development, Vice President of Finance, Director of Corporate Financial Planning and Analysis and Director of Investor Relations. In December 1999, following the Honeywell-AlliedSignal merger, Mr. Stranghoener joined Techies.com of Edina, Minnesota, as Executive Vice President and Chief Financial Officer.

Linda Thrasher. Prior to the Combination, Ms. Thrasher was the Director of Public Policy for Cargill’s Washington, D.C. office since joining Cargill in 1994. In addition, Ms. Thrasher became Vice President—Public Affairs of Mosaic on June 14, 2004. Ms. Thrasher handled extensive legislative and regulatory issues for Cargill’s crop nutrient, salt and steel businesses and spent significant time working on environmental and trade issues.

Pursuant to the Investor Rights Agreement dated as of January 26, 2004, as amended, between Cargill and Mosaic, during the four year period that commenced on the October 22, 2004 effective date of the Combination and has now expired, Cargill and Mosaic had agreed to, among other things, take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause such individual as designated by Cargill for such purpose to be elected as our Chief Executive Officer and President. Pursuant to such provisions, Mr. Prokopanko was elected as our Chief Executive Officer and President.

Our executive officers are generally elected to serve until their respective successors are elected and qualified or until their earlier death, resignation or removal. No “family relationships,” as that term is defined in Item 401(d) of Regulation S-K, exist among any of the listed officers.

Item 1A. Risk Factors

Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties described below.

Our operating results are highly dependent upon and fluctuate based upon business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate. These factors are outside of our control and may significantly affect our profitability.

Our operating results are highly dependent upon business and economic conditions and governmental policies affecting the agricultural industry, which we cannot control. The agricultural products business can be affected by a number of factors. The most important of these factors, for U.S. markets, are:

•

weather patterns and field conditions (particularly during periods of traditionally high crop nutrients consumption);

•

quantities of crop nutrients imported to and exported from North America;

•

current and projected grain inventories and prices, which are heavily influenced by U.S. exports and world-wide grain markets; and

•

U.S. governmental policies, including farm and biofuel policies, which may directly or indirectly influence the number of acres planted, the level of grain inventories, the mix of crops planted or crop prices.

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International market conditions, which are also outside of our control, may also significantly influence our operating results. The international market for crop nutrients is influenced by such factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries and other regulatory policies of foreign governments, as well as the laws and policies of the United States affecting foreign trade and investment.

Our most important products are global commodities, and we face intense global competition from other crop nutrient producers that can affect our prices and volumes.

Our most important products are concentrated phosphate crop nutrients, including diammonium phosphate, or DAP, and monoammonium phosphate, or MAP, and muriate of potash, or MOP. We sell most of our DAP, MAP and MOP in the form of global commodities. Our sales of these products face intense global competition from other crop nutrient producers.

Changes in competitors’ production or shifts in their marketing focus have in the past significantly affected both the prices at which we sell our products and the volumes that we sell, and are likely to continue to do so in the future.

Competitors are more likely to increase their production at times when world agricultural and crop nutrient markets are strong, and to focus on sales into regions where their returns are highest. Increases in the global supply of DAP, MAP and MOP or competitors’ increased sales into regions in which we have significant sales could adversely affect our prices and volumes.

Competitors and potential new entrants in the markets for both concentrated phosphate crop nutrients and potash have announced plans to expand capacity over the next several years. The extent to which current global or local economic and financial conditions, changes in global or local economic and financial conditions, or other factors may cause delays or cancellation of some of these projects, or result in the acceleration of existing or new projects, is unclear. In addition, the level of exports by producers of concentrated phosphate crop nutrients in China depends to a significant extent on Chinese government actions to curb exports through, among other measures, prohibitive export taxes at times when the government believes it desirable to assure ample domestic supplies of concentrated phosphate crop nutrients to stimulate grain and oilseed production.

We cannot accurately predict when or whether competitors’ capacity expansions will be completed, the impact of future decisions by the Chinese government on the level of Chinese exports of concentrated phosphate crop nutrients, or the effects of these or other actions by our competitors on the prices for our products or the volumes that we are able to sell.

Our crop nutrients and other products are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which may cause our results of operations to fluctuate.

Historically, the market for crop nutrients has been cyclical, and prices and demand for our products have fluctuated to a significant extent, particularly for phosphates and, to a lesser extent, potash. Periods of high demand, increasing profits and high capacity utilization tend to lead to new plant investment and increased production. This growth increases supply until the market is over-saturated, leading to declining prices and declining capacity utilization until the cycle repeats.

As a result, crop nutrient prices and volumes have been volatile. This price and volume volatility may cause our results of operations to fluctuate and potentially deteriorate. The price at which we sell our crop nutrient products and our sales volumes could fall in the event of industry oversupply conditions, which could have a material adverse effect on our business, financial condition and results of operations. In contrast, high prices may lead our customers and farmers to delay purchasing decisions in anticipation of future lower prices, thus impacting our sales volumes.

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Due to reduced market demand, depressed agricultural economic conditions and other factors, we and our predecessors have at various times suspended or reduced production at some of our facilities. The extent to which we utilize available capacity at our facilities will cause fluctuations in our results of operations, as we will incur costs for any temporary or indefinite shutdowns of our facilities and lower sales tends to lead to higher fixed costs as a percentage of sales.

Variations in crop nutrient application rates may exacerbate the cyclicality of the crop nutrient markets.

Farmers are able to maximize their economic return by applying optimum amounts of crop nutrients. Farmers’ decisions about the application rate for each crop nutrient, or to forego application of a crop nutrient, particularly phosphate and potash, vary from year to year depending on a number of factors, including among others, crop prices, crop nutrient and other crop input costs or the level of the crop nutrient remaining in the soil following the previous harvest. Farmers are more likely to increase application rates when crop prices are relatively high, crop nutrient and other crop input costs are relatively low and the level of the crop nutrient remaining in the soil is relatively low. Conversely, farmers are likely to reduce or forego application when farm economics are weak or declining or the level of the crop nutrients remaining in the soil is relatively high. This variability in application rates can materially accentuate the cyclicality in prices for our products and our sales volumes.

Our crop nutrient business is seasonal, which may result in carrying significant amounts of inventory and seasonal variations in working capital, and our inability to predict future seasonal crop nutrient demand accurately may result in excess inventory or product shortages.

The crop nutrient business is seasonal. Farmers tend to apply crop nutrients during two short application periods, the strongest one in the Spring before planting and the other in the Fall after harvest. As a result, the strongest demand for our products typically occurs during the Spring planting season, with a second period of strong demand following the Fall harvest. In contrast, we and other crop nutrient producers generally produce our products throughout the year. As a result, we and/or our customers generally build inventories during the low demand periods of the year in order to ensure timely product availability during the peak sales seasons. The seasonality of crop nutrient demand results in our sales volumes and net sales typically being the highest during the North American Spring season and our working capital requirements typically being the highest just prior to the start of the Spring season. Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns.

If seasonal demand exceeds our projections, we will not have enough product and our customers may acquire products from our competitors, which would negatively impact our profitability. If seasonal demand is less than we expect, we will be left with excess inventory and higher working capital and liquidity requirements.

The degree of seasonality of our business can change significantly from year to year due to conditions in the agricultural industry and other factors.

The distribution channels for crop nutrients have capacity to build significant levels of inventories. Significant levels of inventories in the distribution channels for crop nutrients can adversely affect our sales volumes and selling prices.

In order to balance the production needs of crop nutrient producers with farmers’ seasonal use of crop nutrients, crop nutrient distribution channels need to have the capacity to build significant inventories. The build-up of inventories in the distribution channels can become excessive, particularly during the cyclical periods of low demand that have been typical in the crop nutrient industry. When there are excessive inventories in the distribution channel, our sales volumes and selling prices can be adversely impacted, even during periods in which farmers’ use of crop nutrients may remain strong.

For example, a build-up of concentrated phosphates and potash in the distribution channels was one of several significant factors that led to softening selling prices for concentrated phosphate crop nutrients and weakened sales volumes for both concentrated phosphate crop nutrients and potash in our fiscal year ended May 31, 2009.

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Changes in transportation costs can affect our sales volumes and selling prices.

The cost of delivery is a significant factor in the total cost to customers and farmers of crop nutrients. As a result, changes in transportation costs or in customer expectations about them can affect our sales volumes and prices.

Customer expectations about future events can have a significant effect on the demand for our products. These expectations can significantly affect our sales volumes and selling prices.

Customer expectations about future events has had and is expected to continue to have an effect on the demand and prices for crop nutrients. The future events that may be affected by customer expectations include, among others:

•

Customer expectations about future crop nutrient prices and availability.

Customer expectations about selling prices and availability of crop nutrients has had and is expected to continue to have an effect on the demand for crop nutrients. When customers anticipate increasing crop nutrient selling prices, customers tend to accumulate inventories before the anticipated price increases. This can result in a lag in our realization of rising market prices for our products. Conversely, customers tend to delay their purchases when they anticipate future selling prices for crop nutrients will stabilize or decrease, adversely affecting our sales volumes and selling prices. Customer expectations about availability of crop nutrients can have similar effects on sales volumes and prices.

For example, during portions of fiscal 2009, our customers anticipated a decline in the market price of concentrated phosphate crop nutrients because of falling global prices for sulfur and ammonia, two of the key raw materials used in the production of concentrated phosphates. Our customers’ expectation of falling prices was one of several significant factors that led to weak sales volumes and softening selling prices for concentrated phosphate crop nutrients during portions of fiscal 2009.

•

Customer expectations about future farmer economics.

Similarly, customer expectations about future farmer economics has had and is expected to continue to have an effect on the demand for crop nutrients. When customers anticipate improving farmer economics, customers tend to accumulate crop nutrient inventories in anticipation of increasing sales volumes and selling prices. This can result in a lag in our realization of rising market prices for our products. Conversely, when customers anticipate declining farmer economics, customers tend to reduce the level of their purchases of crop nutrients, adversely affecting our sales volumes and selling prices.

For example, a plunge in market prices for grains and oilseeds since peaks in June 2008 led customers to expect declining farmer economics. The expectation of declining farmer economics was one of several significant factors that led to softening selling prices for concentrated phosphate crop nutrients and weak sales volumes for concentrated phosphate crop nutrients and potash during portions of fiscal 2009.

•

Changes in customer expectations about transportation costs.

As more fully discussed above, increasing transportation costs effectively increase customers’ and farmers’ costs for crop nutrients and can reduce the amount we realize for our sales. Expectations of decreasing transportation costs can result in customers and farmers anticipating that they may be able to decrease their costs by delaying purchases. As a result, changes in customer expectations about transportation costs can affect our sales volumes and prices.

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We conduct our operations primarily through a limited number of key production and distribution facilities. Any disruption at one of these facilities could have a material adverse impact on our business. The risk of material disruption increases when demand for our products results in high operating rates at our facilities.

We conduct our operations through a limited number of key production and distribution facilities. These large facilities include our phosphate mines and concentrates plants, our potash mines and the ports and other distribution facilities through which we conduct our business. Any disruption of operations at one of these facilities has the possibility of significantly affecting our production or our ability to distribute our products. Operating these facilities at high rates during periods of high demand for our products increases the risk of mechanical or structural failures, decreases the time available for routine maintenance and increases the impact on our operating results from any disruption. We maintain property, business interruption and casualty insurance policies, but we are not fully insured against all potential hazards and risks incident to our business. We are subject to various self-retentions and deductibles under these insurance policies. As a result of market conditions, our premiums, self-retentions and deductibles for insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage. As a result, a disruption of operations at one of our key facilities could have a material adverse effect on our results of operation or financial condition.

Important raw materials and energy used in our businesses in the past have been and may in the future be the subject of volatile pricing. Changes in the price of our raw materials could have a material impact on our businesses.

Natural gas, ammonia and sulfur are key raw materials used in the manufacture of phosphate crop nutrient products. Natural gas is used as both a chemical feedstock and a fuel to produce anhydrous ammonia, which is a raw material used in the production of DAP and MAP. Natural gas is also a significant energy source used in the potash solution mining process. From time to time, our profitability has been and may in the future be impacted by the price and availability of these raw materials and other energy costs. Because our products are commodity-like, there can be no assurance that we will be able to pass through increased costs to our customers. A significant increase in the price of natural gas, ammonia, sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material impact on our business.

During periods when the price for concentrated phosphates is falling because of falling raw material prices, we may experience a lag in realizing the benefits of the falling raw materials prices. This lag can adversely affect our gross margins and profitability.

During some periods, changes in market prices for raw materials can lead to changes in the global market prices for concentrated phosphate crop nutrients. In particular, the global market prices for concentrated phosphate crop nutrients can be affected by changes in the market prices for sulfur, ammonia, phosphate rock and/or phosphoric acid raw materials. Increasing market prices for these raw materials tend to put upward pressure on the selling prices for concentrated phosphate crop nutrients, and decreasing market prices for these raw materials tend to put downward pressure on selling prices for concentrated phosphate crop nutrients. When the market prices for these raw materials plunge rapidly, the selling prices for our concentrated phosphate crop nutrients can fall more rapidly than we are able to consume our raw material inventory that we purchased or committed to purchase in the past at higher prices. As a result, our costs may not fall as rapidly as the selling prices of our products. Until we are able to consume the higher priced raw materials, our gross margins and profitability can be adversely affected.

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During periods when the prices for our products are falling because of falling raw material prices, we could be required to write down the value of our inventories. Any such write-down would adversely affect our results of operations and the level of our assets.

We carry our inventories at the lower of cost or market. In periods when the market prices for our products are falling rapidly in response to falling market prices for raw materials, it is possible that we could be required to write down the value of our inventories if market prices fall below our costs. Any such write-down would adversely affect our results of operations and the level of our assets. Any such effect could be material.

For example, in our fiscal quarter ended November 30, 2008, we recorded lower of cost or market inventory write-downs principally in our Phosphates segment. These lower of cost or market inventory write-downs, which totaled $293.5 million, were necessary because the carrying cost of certain ending inventories exceeded our estimates of future selling prices less reasonably predictable selling costs.

Our estimates of future selling prices reflect in part the purchase commitments we have from our customers. As a result, defaults on these existing purchase commitments because of the global or local economic and financial conditions or for other reasons could adversely affect our estimates of future selling prices and require additional inventory write-downs.

In the event of a disruption to existing transportation or terminaling facilities for raw materials, alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities.

In the event of a disruption of existing transportation or terminaling facilities for raw materials, alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities.

An extended interruption in the supply of natural gas, ammonia or sulfur to our production facilities could have a material adverse effect on our business, financial condition or results of operations.

We are subject to risks associated with our international sales and operations, which could negatively affect our sales to customers in foreign countries as well as our operations and assets in foreign countries. Some of these factors may also make it less attractive to distribute cash generated by our operations outside the United States to our stockholders, or to utilize cash generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes.

For fiscal 2010, we derived approximately 65% of our net sales from customers located outside of the United States. As a result, we are subject to numerous risks and uncertainties relating to international sales and operations, including:

•

difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations;

•

unexpected changes in regulatory environments;

•

increased government ownership and regulation of the economy in the countries we serve;

•

political and economic instability, including the possibility for civil unrest, inflation and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls;

•

nationalization of properties by foreign governments;

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•

the imposition of tariffs, exchange controls, trade barriers or other restrictions; and

•

currency exchange rate fluctuations between the U.S. dollar and foreign currencies, particularly the Brazilian real and the Canadian dollar.

The occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business there and could adversely affect our revenues and operating results and the value of our assets located outside of the United States.

In addition, tax regulations, currency exchange controls and other restrictions may also make it economically unattractive to:

•

distribute cash generated by our operations outside the United States to our stockholders, or

•

utilize cash generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes.

Our international assets are located in countries with volatile conditions, which could subject us and our assets to significant risks.

We are a global business with substantial assets located outside of the United States and Canada. Our operations in Brazil, Argentina, Chile, China and India are a fundamental part of our business. Volatile economic, political and market conditions in these and other emerging market countries may have a negative impact on our operations, operating results and financial condition.

Adverse weather conditions, including the impact of potential hurricanes and excess rainfall, have in the past, and may in the future, adversely affect our operations, particularly our Phosphates business, and result in increased costs, decreased production and potential liabilities.

Adverse weather conditions, including the impact of potential hurricanes and excess rainfall, have in the past and may in the future adversely affect our operations, particularly our Phosphates business. In the past, hurricanes have resulted in minor physical damage to our facilities in Florida and Louisiana. In addition, a release of phosphoric acid process wastewater at our Riverview, Florida facility during a hurricane resulted in a small civil fine, as well as a private class action lawsuit and claims for natural resource damages by governmental agencies.

More significantly, water treatment costs, particularly at our Florida operations, due to high water balances tend to increase significantly following excess rainfall from hurricanes and other adverse weather. Some of our Florida facilities have high water levels that may, from time to time, require treatment. The high water balances at phosphate facilities in Florida also led the Florida Department of Environmental Protection to adopt new rules requiring phosphate production facilities to meet more stringent process water management objectives for phosphogypsum management systems.

If additional excess rainfall or hurricanes continue to occur in coming years, our facilities may be required to take additional measures to manage process water to comply with existing or future requirements and these measures could potentially have a material effect on our business and financial condition.

Adverse weather may also cause a loss of production due to disruptions in our supply chain. For example, following Hurricane Katrina in Louisiana in 2005, oil refineries that supply sulfur to us were closed and incoming shipments of ammonia were delayed, disrupting production at our Louisiana facilities.

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Our operations are dependent on having the required permits and approvals from governmental authorities. Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions on us with respect to these permits and approvals may impair our business and operations.

We hold numerous governmental environmental, mining and other permits and approvals authorizing operations at each of our facilities. A decision by a government agency to revoke or substantially modify an existing permit or approval could have a material adverse effect on our ability to continue operations at the affected facility.

Expansion of our operations also is predicated upon securing the necessary environmental or other permits or approvals. Over the next several years, we and our subsidiaries will be continuing our efforts to obtain permits in support of our anticipated Florida mining operations at certain of our properties.

A denial of, or delay in issuing, these permits, the issuance of permits with cost-prohibitive conditions, legal actions that prevent us from relying on permits or revocation of permits, could prevent us from mining at these properties and thereby have a material adverse effect on our business, financial condition or results of operations.

For example:

•

In Florida, local community participation has become an important factor in the permitting process for mining companies, and various local counties and other parties in Florida have in the past and continue to file lawsuits challenging the issuance of some of the permits we require. In fiscal 2009 environmental groups for the first time filed a lawsuit in federal court against the U.S. Army Corps of Engineers with respect to its issuance of a federal wetlands permit.

•

Delays in receiving a federal wetlands permit impacted the scheduled progression of mining activities for the extension of our South Fort Meade, Florida, phosphate rock mine into Hardee County. As a result, we began to experience idle time with a portion of our mining equipment at the mine in the latter part of fiscal 2010. On June 14, 2010, the U.S. Army Corps of Engineers issued the federal wetlands permit. We subsequently initiated site preparation activities to begin mining the extension property in the third quarter of calendar 2010.

On June 30, 2010, certain environmental groups filed a lawsuit contesting the issuance of the federal wetlands permit, alleging that the issuance of the permit violates several federal laws relating to the protection of the environment and was arbitrary, capricious, an abuse of discretion, and otherwise not in accordance with law. On July 1, 2010, the court issued a temporary restraining order prohibiting the Corps and us from conducting any activities in reliance on the federal wetlands permit issued by the Corps. The temporary restraining order remains in effect through July 28, 2010 unless modified or extended by the court. The court also held a hearing on plaintiffs’ motion for a preliminary injunction on July 22, 2010.

If a preliminary injunction is entered by the court and mining of the Hardee County Extension is not permitted, we expect that we will need to shut down, in whole or in part, mining activities at the South Fort Meade mine for an indefinite period of time, resulting in layoffs of employees, significant costs to suspend operations, idle plant costs and possible other adverse impacts on our Phosphates operations.

We have included additional discussion about permitting for our phosphate mines in Florida, including the lawsuit contesting the issuance of the federal wetlands permit for the extension of our South Fort Meade mine into Hardee County, under “Environmental, Health and Safety Matters—Permitting” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 21 of our Consolidated Financial Statements. This information is incorporated herein by reference.

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We are subject to financial assurance requirements as part of our routine business operations. These financial assurance requirements affect our costs and increase our liquidity requirements. If we were unable to satisfy applicable financial assurance requirements, we might not be able to obtain or maintain permits we need to operate our business as we have in the past. Our need to comply with these requirements could materially affect our business, results of operations or financial condition.

In many cases, as a condition to procuring or maintaining permits and approvals or otherwise, we are required to comply with financial assurance regulatory requirements. The purpose of these requirements is to provide comfort to the government that sufficient funds will be available for the ultimate closure, post-closure care and/or reclamation of our facilities. In most cases, these financial assurance requirements can be satisfied without the need for any expenditure of corporate funds to the extent our financial statements meet certain balance sheet and income statement financial strength tests. In the event that we are unable to satisfy these financial strength tests, we must utilize alternative methods of complying with the financial assurance requirements or could be subject to enforcement proceedings brought by relevant government agencies. Potential alternative methods of compliance include negotiating a consent decree that imposes alternative financial assurance or other conditions or, alternatively, providing credit support in the form of cash escrows, surety bonds from insurance companies, letters of credit from banks, or other forms of financial instruments or collateral to satisfy the financial assurance requirements. Use of these alternative means of financial assurance imposes additional expense on us. Some of them, such as letters of credit, also use a portion of our available liquidity. Other alternative means of financial assurance, such as surety bonds, may in some cases require collateral and generally require us to obtain a discharge of the bonds or to post additional collateral (typically in the form of cash or letters of credit) at the request of the issuer of the bonds. Collateral that is required may be in many forms including letters of credit or other financial instruments that utilize a portion of our available liquidity, or in the form of assets such as real estate, which reduces our flexibility to manage or sell assets. In the past, we have not always been able to satisfy applicable financial strength tests, and in the future, it is possible that we will not be able to pass the applicable financial strength tests, negotiate consent decrees, establish escrow accounts or obtain letters of credit, surety bonds or other financial instruments on acceptable terms and conditions or at a reasonable cost, or that the form and/or cost of compliance could increase, which could materially adversely affect our business, results of operations or financial condition.

The other environmental regulations to which we are subject may also have a material adverse effect on our business, financial condition and results of operations.

In addition to permitting and financial assurance requirements, we are subject to numerous other environmental, health and safety laws and regulations in the U.S., Canada, China, Brazil and other countries where we operate. These laws and regulations govern a wide range of matters, including environmental controls, land reclamation, discharges to air and water and remediation of hazardous substance releases. They significantly affect our operating activities as well as the level of our operating costs and capital expenditures. In some international jurisdictions, environmental laws change frequently and it may be difficult for us to determine if we are in compliance with all material environmental laws at any given time.

We are, and may in the future be, involved in legal and regulatory proceedings that could be material to us. These proceedings include “legacy” matters arising from activities of our predecessor companies and from facilities and businesses that we have never owned or operated.

We have in the past been, are currently and may in the future be subject to legal and regulatory proceedings that could be material to our business, results of operations, liquidity or financial condition. These proceedings may be brought by the government or private parties and may arise out of a variety of matters, including:

•

Allegations by the government or private parties that we have violated the permitting, financial assurance or other environmental, health and safety laws and regulations discussed above. For example, the U.S. Environmental Protection Agency is engaged in an ongoing review of mineral processing

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industries, including us and other phosphoric acid producers, under the U.S. Resource Conservation and Recovery Act. We are also involved in other proceedings alleging that, or to review whether, we have violated environmental laws in the United States and Brazil.

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Other environmental, health and safety matters, including alleged personal injury, wrongful death, property damage, subsidence from mining operations, natural resource damages and other damage to the environment, arising out of operations, including accidents. For example, several actions were initiated by the government and private parties related to releases of phosphoric acid process wastewater at our Riverview, Florida facility during the hurricanes in 2004.

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Antitrust, commercial, tax and other disputes. For example, we are currently one of a number of defendants in multiple class-action lawsuits, in which the plaintiffs seek unspecified amounts of damages including treble damages, alleging that we and other defendants conspired to, among other matters, fix the price at which potash was sold in the United States, allocated market shares and customers and fraudulently concealed their anticompetitive conduct.

The legal and regulatory proceedings to which we are currently or may in the future be subject can, depending on the circumstances, result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings that interrupt, impede or otherwise materially affect our business operations, and/or criminal sanctions.

Among other environmental laws, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act imposes liability, including for cleanup costs, without regard to fault or to the legality of a party’s conduct, on certain categories of persons, including current and former owners and operators of a site and parties who are considered to have contributed to the release of “hazardous substances” into the environment. Under CERCLA, or various U.S. state analogs, one party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. As a crop nutrient company working with chemicals and other hazardous substances, we will periodically incur liabilities and cleanup costs, under CERCLA and other environmental laws, with regard to our current or former facilities, adjacent or nearby third party facilities or offsite disposal locations.

Pending and potential legal and regulatory proceedings may arise out of our present activities, including operations at current facilities. They may also arise out of past activities by us, our predecessor companies and subsidiaries that our predecessors have sold. These past activities were in some cases at facilities that we and our subsidiaries no longer own or operate and may have never owned or operated.

We have included additional information with respect to pending legal and regulatory proceedings in Note 21 of our Consolidated Financial Statements and in this report in Part I, Item 3, “Legal Proceedings”.

These legal and regulatory proceedings involve inherent uncertainties and could negatively impact our business, results of operations, liquidity or financial condition.

The permitting, financial assurance and other environmental, health and safety laws and regulations to which we are subject may become more stringent over time. This could increase the effects on us of these laws and regulations, and the increased effects could be material.

Continued government and public emphasis on environmental, health and safety issues in the U.S., Canada, China, Brazil and other countries where we operate can be expected to result in requirements that apply to us and our operations that are more stringent than those that are described above and elsewhere in this report. These more stringent requirements may include among other matters increased levels of future investments and expenditures for environmental controls at ongoing operations which will be charged against income from future operations, increased levels of the financial assurance requirements to which we are subject, increased efforts or

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costs to obtain permits or denial of permits, and other matters that could increase our expenses, capital requirements or liabilities or adversely affect our business, liquidity or financial condition. In addition, to the extent restrictions imposed in countries where our competitors operate, such as China, India, Former Soviet Union countries or Morocco, are less stringent than in the countries where we operate, our competitors could gain cost or other competitive advantages over us. These effects could be material.

Among other matters, in January 2010, the U.S. Environmental Protection Agency (“EPA”) proposed a rule that would impose numeric criteria for the discharge of nitrogen and/or phosphorous into Florida lakes and streams. The EPA’s proposed criteria would limit the discharge of nitrogen and/or phosphorous into Florida lakes and streams, and these levels could require us and other entities to control or limit these discharges substantially below current levels. We are evaluating the impact of the proposed criteria on our operations. We cannot predict whether EPA will finalize a numeric nutrient criteria rule, what the final terms of such a rule would be, whether prospective compliance with such a rule would adversely affect our results of operations, liquidity or capital resources, or whether any such adverse effects could be material to us.

Regulatory restrictions on greenhouse gas emissions in the United States, Canada or elsewhere could adversely affect us, and these effects could be material.

Various governmental initiatives to limit greenhouse gas emissions are under way or under consideration around the world. These initiatives could restrict our operating activities, require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise adversely affect our results of operations, liquidity or capital resources, and these effects could be material to us.

Governmental greenhouse gas emission initiatives include among others:

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Initiatives in the United States:

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EPA Regulations. In December 2009, the EPA finalized its previously proposed Endangerment Finding under the Clean Air Act that motor vehicles are sources of greenhouse gases that are reasonably anticipated to endanger public health and welfare. Subsequently, on May 13, 2010, the EPA issued its final Prevention of Significant Deterioration (“PSD”) and Title V Greenhouse Gas Tailoring Rule (the “Tailoring Rule”). Under the Tailoring Rule, (i) beginning in January 2011, sources that are currently subject to the PSD requirements that undergo modifications that increase their greenhouse gas emissions by 75,000 short tons per year will be subject to PSD permitting requirements for greenhouse gas emissions and (ii) beginning in July 2011, new projects that are not otherwise subject to the PSD requirements will become subject to PSD requirements if they emit greenhouse gas emissions of more than 100,000 short tons per year.

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Congressional Legislation. The U.S. House of Representatives has passed legislation that would establish a comprehensive program to reduce greenhouse gas emissions. This legislation could mandate increased use of renewable energy sources, increased energy efficiency, and an economy-wide emission cap and trade program. Many other bills have been introduced both in the U.S. House of Representatives and the U.S. Senate.

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State Initiatives. The Florida Department of Environmental Protection (“FDEP”) is conducting rulemaking proceedings to develop a greenhouse gas cap and trade regulatory program applicable to electric utilities. Some public documents and discussions that are part of the FDEP’s rulemaking process have considered our Phosphates’ business segment’s electricity cogeneration facilities to be includable in such a regulatory program.

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Initiatives in Canada—Kyoto Protocol. In December 2002, the Prime Minister of Canada ratified the Kyoto Protocol, committing Canada to reduce its greenhouse gas emissions on average to six percent below 1990 levels through the first commitment period (2008-2012). Developments in Canada’s efforts to reduce greenhouse gases include:

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In March 2008, Canada announced a new Climate Change Plan for Canada which established a target of reducing greenhouse gases 20% from 2006 levels by 2020. In May 2009, the Minister of Environment indicated implementation may be delayed to assure sufficient alignment with the evolving approach in the U.S. to avoid trade sanctions.

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In May 2009, the Province of Saskatchewan, in which our Canadian potash mines are located, began to consider legislation intended to lead to the development and administration of climate change regulation in Saskatchewan by the Province rather than the federal government. Key elements under consideration by the Province include a primary focus on achieving the 20% reduction by 2020 through technological advancements; creation of a Technology Fund to allow large final emitters of greenhouse gases to obtain required greenhouse gas emission credits by paying into the fund and using this fund for approved research and development projects targeted primarily at applied technological improvements; and creation of a “Green” Foundation Fund intended to be used more broadly for grass roots research and development.

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International Initiatives. Although international negotiations concerning greenhouse gas emission reductions and other responses to climate change are underway, final obligations in the post-Kyoto Protocol period after 2012 remain undefined. Any new international agreements addressing climate change could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material. In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as China, India, Former Soviet Union countries or Morocco, are less stringent than in the United States or Canada, our competitors could gain cost or other competitive advantages over us.

Future climate change could adversely affect us, and these effects could be material.

The prospective impact of potential climate change on our operations and those of our customers and farmers remains uncertain. Some scientists have hypothesized that the impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe. These impacts could vary by geographic location. At the present time, we cannot predict the prospective impact of potential climate change on our results of operations, liquidity or capital resources, or whether any such effects could be material to us.

Some of our competitors and potential competitors have greater resources than we do which may place us at a competitive disadvantage and adversely affect our sales and profitability. These competitors include state-owned and government-subsidized entities in other countries.

We compete with a number of producers in North America and throughout the world, including state-owned and government-subsidized entities. Some of these entities may have greater total resources than we do, and may be less dependent on earnings from crop nutrients sales than we are. In addition, some of these entities may have access to lower cost or government-subsidized natural gas supplies, placing us at a competitive disadvantage. Furthermore, governments as owners of some of our competitors may be willing to accept lower prices and profitability on their products in order to support domestic employment or other political or social goals. To the extent other producers of crop nutrients enjoy competitive advantages or are willing to accept lower profit levels, the price of our products, our sales volumes and our profits may be adversely affected.

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We have substantial cash balances that we invest in what we believe to be relatively short-term, highly liquid and high credit quality investments. We intend the investment risks, including counterparty default and lack of liquidity, on these types of investments to be relatively low, but market rates of return on these types of investments are also generally relatively low. In addition, our efforts to manage the investment risks could be unsuccessful. This could result in a material adverse effect on our results of operations, liquidity or financial condition.

Our significant cash flows from operations have resulted in cash and cash-equivalents of approximately $2.5 billion at May 31, 2010. Our cash and cash-equivalents should continue to increase when we generate cash from operations, except to the extent we reinvest in our business or make distributions to our stockholders. We generally invest these cash and cash-equivalents in what we believe to be relatively short-term, highly liquid and high credit quality instruments. Because of these characteristics of our cash and cash-equivalents, the market rates of return on them are lower than our expectations for the return on capital invested in our business operations. Moreover, our efforts to manage investment risk by focusing our investing on short-term, highly liquid and high credit quality investments could prove unsuccessful. The likelihood that our efforts to manage investment risk might prove unsuccessful is heightened during times when there is significant turmoil in the financial markets. As a result, counterparties could default on their obligations to us, or the liquidity of financial instruments that we hold could become impaired. Any such event could have a material adverse effect on our results of operations, liquidity or financial condition.

We do not own a controlling equity interest in our non-consolidated companies, some of which are foreign companies, and therefore our operating results and cash flow may be materially affected by how the governing boards and majority owners operate such businesses. There may also be limitations on monetary distributions from these companies that are outside of our control. Together, these factors may lower our equity earnings or cash flow from such businesses and negatively impact our results of operations.

We hold several minority ownership interests in crop nutrient manufacturing or distribution companies that are not controlled by us. As some of these companies are significant to us, their results of operations materially affect our equity earnings. Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate efficiently, pay dividends, or generally follow the desires of our management by virtue of our board or stockholder representation. As a result, these companies may contribute significantly less than anticipated to our equity earnings and cash flow, negatively impacting our results of operations and liquidity.

Strikes or other forms of work stoppage or slowdown could disrupt our business and lead to increased costs.

Our financial performance is dependent on a reliable and productive work force. A significant portion of our workforce is covered by collective bargaining agreements with unions. Unsuccessful contract negotiations or adverse labor relations could result in strikes or slowdowns. Any disruptions may decrease our production and sales or impose additional costs to resolve disputes. The risk of adverse labor relations may increase as our profitability increases because labor unions’ expectations and demands generally rise at those times.

Accidents occurring in the course of our operating activities could result in significant liabilities, interruptions or shutdowns of facilities or the need for significant safety or other expenditures.

We engage in mining and industrial activities that can result in serious accidents. Mining, in particular, can be a dangerous activity. If our safety procedures are not effective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted and we might have to shut down or abandon affected facilities. Accidents could cause us to expend significant amounts to remediate safety issues or to repair damaged facilities. For example:

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Our Esterhazy mine has had an inflow of brine for more than 20 years. At various times, we have experienced new or increased inflows at the mine. The Esterhazy mine is not insured against the

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risk of floods and water inflows and the costs to control the brine inflows could increase in future years. The brine inflows, risk to employees or remediation costs could also cause us to change our mining process or abandon this mine, which in turn could significantly negatively impact our results of operations, liquidity or capital resources.

Since December 1985, we have had inflows of salt saturated brine into our Esterhazy, Saskatchewan mine. Over the past century, several potash mines experiencing water inflow problems have flooded. In order to control brine inflows at Esterhazy, we have incurred, and will continue to incur, expenditures, certain of which due to their nature have been capitalized, while others have been charged to expense.

At various times, we have experienced new or increased brine inflows at the Esterhazy mine. For example, in late 2006, we identified a new salt saturated brine inflow in a mined out area located approximately 7,500 feet from our existing brine inflow management area. Initial data suggested that the new inflow was at the rate of 20,000 to 25,000 gallons per minute, which was significantly greater than the highest inflow rates that we had successfully managed (approximately 10,000 to 15,000 gallons per minute) at the Esterhazy mine since 1985. Without abatement, and assuming our initial estimates to be accurate, we estimated that we had storage capacity to handle the new brine inflow for several months before adversely affecting production at the Esterhazy mine. Our remediation efforts included grouting that reduced the level of the inflows to approximately historical rates and pumping to reduce the level of brine in the mine. See “Potash Net Sales and Gross Margin” in our Management’s Analysis for a discussion of costs and other information relating to the brine inflows. Inflow rate measurements reflect an estimate as of a particular point in time, and depending on when tests are conducted, rates can fluctuate up or down. There can be no assurance that:

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the pumping, grouting and other measures that we use to mitigate the inflows at the Esterhazy mine will continue to be successful in mitigating the inflows;

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our estimates of the volumes of the brine inflow or storage capacity for brine at the Esterhazy mine are accurate;

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the volumes of the brine inflows will not fluctuate from time to time, the rate of the brine inflows will not be greater than our current assumptions and that any such fluctuations or increases would not be material; or

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the expenditures to control the inflows will be consistent with our current estimates.

It is possible that the costs of remedial efforts at Esterhazy may further increase beyond our current estimates in the future and that such an increase could be material, or, in the extreme scenario, that the water inflows, risk to employees or remediation costs may increase to a level which would cause us to change our mining process or abandon the mine.

Due to the ongoing brine inflow problem at Esterhazy, underground operations at this facility are currently not insurable for water incursion problems. Our mines at Colonsay, Saskatchewan, and Carlsbad, New Mexico, are also subject to the risks of inflow of water as a result of our shaft mining operations.

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Some of our mines are subject to potential damage from earthquakes.

The excavation of mines can result in potential seismic events or can increase the likelihood or potential severity of a seismic event. The rise and fall of water levels, such as those arising from the brine inflows and our remediation activities at our Esterhazy mine, can also result in or increase the likelihood or potential severity of a seismic event. Our Esterhazy mine has experienced minor seismic events from time to time. A significant seismic event at one of our mines could result in damage to or flooding of the mine or, in the extreme scenario, cause us to change our mining process or abandon the mine.

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Our underground potash shaft mines are subject to risk from fire. In the event of a fire, if our emergency procedures are not successful, we could have significant injuries or deaths. In addition, fire at one of our underground shaft mines could halt our operations at the affected mine while we investigate the origin of the fire or for longer periods for remedial work or otherwise.

Our underground potash shaft mines at Esterhazy, Saskatchewan, Colonsay, Saskatchewan and Carlsbad, New Mexico are subject to risk from fire, For example, in January 2006, we experienced a fire at our Esterhazy mine. At the time of the fire, there were 72 mine workers underground. These mine workers were safely evacuated the following day. We halted operations at our Esterhazy mine for over a week during our investigation of the origin of the fire. Any failure of our safety procedures in the future could result in serious injuries or death, or lengthier shutdowns, which could result in significant liabilities and/or impact on the financial performance of our Potash business, including a possible material adverse effect on our results of operations, liquidity or financial condition.

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We handle significant quantities of ammonia at several of our facilities. If our safety procedures are not effective, an accident involving our ammonia operations could result in serious injuries or death, or result in the shutdown of our facilities.

We produce ammonia at our Faustina, Louisiana phosphate concentrates plant, use ammonia in significant quantities at all of our Florida and Louisiana phosphates concentrates plants and store ammonia at some of our distribution facilities. For our Florida phosphates concentrates plants, ammonia is received at terminals in Tampa and transported by pipelines to our facilities. Our ammonia is generally stored and transported at high pressures. An accident could occur that could result in serious injuries or death, or the evacuation of areas near an accident. An accident could also result in property damage or the shutdown of our Florida or Louisiana phosphates concentrates plants, the ammonia terminals or pipelines serving those plants or our other ammonia storage and handling facilities. As a result, an accident involving ammonia could have a material adverse effect on our results of operations, liquidity or financial condition.

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We also use or produce other hazardous or volatile chemicals at some of our facilities. If our safety procedures are not effective, an accident involving these other hazardous or volatile chemicals could result in serious injuries or death, or result in the shutdown of our facilities.

We use sulfuric acid in the production of concentrated phosphates in our Florida and Louisiana operations. Some of our Florida and Louisiana facilities produce fluorosilicic acid, which is a hazardous chemical, for resale to third parties. We also use or produce other hazardous or volatile chemicals at some of our facilities. An accident involving any of these chemicals could result in serious injuries or death, or evacuation of areas near an accident. An accident could also result in property damage or shutdown of our facilities, or cause us to expend significant amounts to remediate safety issues or to repair damaged facilities. As a result, an accident involving any of these chemicals could have a material adverse effect on our results of operations, liquidity or financial condition. For example, in October 2006, an explosion occurred at our Faustina, Louisiana ammonia plant, which is located adjacent to our phosphate production facility. As a result, the ammonia plant was idle for repairs until mid-January 2007.

Deliberate, malicious acts, including terrorism, could damage our facilities, disrupt our operations or injure employees, contractors, customers or the public and result in liability to us.

Intentional acts of destruction could hinder our sales or production and disrupt our supply chain. Our facilities could be damaged or destroyed, reducing our operational production capacity and requiring us to repair or replace our facilities at substantial cost. Employees, contractors and the public could suffer substantial physical injury for which we could be liable. Governmental authorities may impose security or other requirements that could make our operations more difficult or costly. The consequences of any such actions could adversely affect our operating results and financial condition.

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We may be adversely affected by changing antitrust laws to which we are subject. Increases in crop nutrient prices can increase the scrutiny to which we are subject under these laws.

We are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how these laws or their interpretation, administration and enforcement will change over time. Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth, or the operations of Canpotex Limited and the Phosphate Chemicals Export Association, Inc., which serve as export associations for our Potash and Phosphates businesses, respectively. Increases in crop nutrient prices have in the past resulted in increased scrutiny of the crop nutrient industry under antitrust and competition laws and can increase the risk that these laws could be interpreted, administered or enforced in a manner that could affect our operating practices or impose liability on us in a manner that could materially adversely affect our operating results and financial condition.

We may be adversely affected by other changes in laws resulting from increases in food and crop nutrient prices.

Increases in prices for, among other things, food, fuel and crop inputs (including crop nutrients) have in the past been the subject of significant discussion by various governmental bodies and officials throughout the world. In response to increases, it is possible that governments in one of more of the locations in which we operate or where we or our competitors sell our products could take actions that could affect us. Such actions could include, among other matters, changes in governmental policies relating to agriculture and biofuels (including changes in subsidy levels), price controls, tariffs, windfall profits taxes or export or import taxes. Any such actions could materially adversely affect our operating results and financial condition.

Our competitive position could be adversely affected if we are unable to participate in continuing industry consolidation.

Most of our products are readily available from a number of competitors, and price and other competition in the crop nutrient industry is intense. In addition, crop nutrient production facilities and distribution activities frequently benefit from economies of scale. As a result, particularly during pronounced cyclical troughs, the crop nutrient industry has a long history of consolidation. Mosaic itself is the result of a number of industry consolidations. We expect consolidation among crop nutrient producers could continue. Our competitive position could suffer to the extent we are not able to expand our own resources either through consolidations, acquisitions, joint ventures or partnerships. In the future, we may not be able to find suitable companies to combine with, assets to purchase or joint venture or partnership opportunities to pursue. Even if we are able to locate desirable opportunities, we may not be able to enter into transactions on economically acceptable terms. If we do not successfully participate in continuing industry consolidation, our ability to compete successfully could be adversely affected and result in the loss of customers or an uncompetitive cost structure, which could adversely affect our sales and profitability.

Our risk management strategy may not be effective.

Our businesses are affected by fluctuations in market prices for our products, the purchase price of natural gas, ammonia and sulfur consumed in operations, freight and shipping costs and foreign currency exchange rates. We periodically enter into derivatives and forward purchase contracts to mitigate some of these risks. However, our strategy may not be successful in minimizing our exposure to these fluctuations. See “Market Risk” in our Management’s Analysis and Note 15 of our Consolidated Financial Statements that is incorporated by reference in this report in Part II, Item 8.

A shortage of railcars, barges and ships for carrying our products and the raw materials we use in our business could result in customer dissatisfaction, loss of production or sales, and higher transportation or equipment costs.

We rely heavily upon truck, rail, barge and ocean freight transportation to obtain the raw materials we need and to deliver our products to our customers. In addition, the cost of transportation is an important part of the final

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sale price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials and to supply our customers. Higher costs for these transportation services or an interruption or slowdown due to factors including high demand, high fuel prices, labor disputes, layoffs or other factors affecting the availability of qualified transportation workers, adverse weather or other environmental events, or changes to rail, barge or ocean freight systems, could negatively affect our ability to produce our products or deliver them to our customers, which could affect our performance and results of operations.

Strong demand for grain and other products and a strong world economy increase the demand for and reduce the availability of transportation, both domestically and internationally. Shortages of railcars, barges and ocean transport for carrying product and increased transit time may result in customer dissatisfaction, loss of sales and higher equipment and transportation costs. In addition, during periods when the shipping industry has a shortage of ships the substantial time needed to build new ships prevents rapid market response. Delays and missed shipments due to transportation shortages, including vessels, barges, railcars and trucks, could result in customer dissatisfaction or loss of sales potential, which could negatively affect our performance and results of operations.

A lack of customers’ access to credit can adversely affect their ability to purchase our products.

Some of our customers require access to credit to purchase our products. A lack of available credit to customers in one or more countries, due to the global or local economic conditions or for other reasons, could adversely affect demand for crop nutrients.

For example, the recent global economic crisis reduced the availability of credit to borrowers worldwide. A lack of available credit was one of several significant factors that adversely affected international customers’ demand for crop nutrients in some countries in our fiscal year ended May 31, 2009.

We extend trade credit to our customers and guarantee the financing that some of our customers use to purchase our products. Our results of operations may be adversely affected if these customers are unable to repay the trade credit from us or financing from their banks. Increases in prices for crop nutrient, other agricultural inputs and grain may increase this risk.

We extend trade credit to our customers in the United States and throughout the world, in some cases for extended periods of time. In Brazil, where there are fewer third-party financing sources available to farmers, we also have several programs under which we guarantee customers’ financing from financial institutions that they use to purchase our products. As our exposure to longer trade credit extended throughout the world and use of guarantees in Brazil increases, we are increasingly exposed to the risk that some of our customers will not pay us or the amounts we have guaranteed. Additionally, we become increasingly exposed to risk due to weather and crop growing conditions, fluctuations in commodity prices or foreign currencies, and other factors that influence the price, supply and demand for agricultural commodities. Significant defaults by our customers could adversely affect our financial condition and results of operations.

Increases in prices for crop nutrients increase the dollar amount of our sales to customers. The larger dollar value of our customers’ purchases may also lead them to request longer trade credit from us and/or increase their need for us to guarantee their financing of our products. Either factor could increase the amount of our exposure to the risk that our customers may be unable to repay the trade credit from us or financing from their banks that we guarantee. In addition, increases in prices for other agricultural inputs and grain may increase the working capital requirements, indebtedness and other liabilities of our customers, increase the risk that they will default on the trade credit from us or their financing that we guarantee, and decrease the likelihood that we will be able to collect from our customers in the event of their default.

Cargill’s status as a significant stockholder and its representation on our Board of Directors may create conflicts of interest with our other stockholders and could cause us to take actions that may not be beneficial to our other stockholders or that our other stockholders do not support.

As of May 31, 2010, Cargill owned 64.2% of the outstanding shares of our common stock. In addition, seven Cargill nominees are members of our twelve-member Board of Directors. Accordingly, Cargill effectively

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controls our strategic direction and significant corporate transactions, and its interests in these matters may conflict with the interests of other stockholders of Mosaic. As a result, Cargill could cause us to take actions that may not be beneficial to our other stockholders or that our other stockholders do not support.

Cargill’s significant ownership interest in Mosaic and our classified Board of Directors and other anti-takeover provisions could deter an acquisition proposal for Mosaic that other stockholders may consider favorable.

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

Our stockholders may be adversely affected if Cargill were to, among other things, increase its ownership percentage of our common stock above 64.2% or seek additional representation on our Board of Directors, any of which could have an impact on the price of our common stock. Our stockholders may also be adversely affected if Cargill were to transfer all or a significant percentage of its interest in our common stock to a third party.

Cargill is free to increase its ownership interest in our common stock. Purchases of additional shares of our common stock by Cargill could result in lower trading volumes for our common stock and make it difficult for stockholders to sell shares of our common stock.

In addition, Cargill is permitted to sell its shares of our common stock. Cargill’s sale or transfer of a significant number of shares of our common stock could create a decline in the price of our common stock. Furthermore, if Cargill’s sales or transfers were made to a single buyer or group of buyers, it could result in a third party acquiring effective control of Mosaic.

Cargill is also free to seek to increase its representation on the Mosaic Board of Directors above seven members. This action could further increase Cargill’s control over Mosaic and deter or delay an acquisition of Mosaic thereby having a negative impact on the price of our common stock.

Our success will increasingly depend on our ability to attract and retain highly qualified and motivated employees.

We believe our continued success depends on the collective abilities and efforts of our employees. Like many businesses, a significant number of our employees, including some of our most highly skilled employees with specialized expertise in potash and phosphates operations, will be approaching retirement age throughout the next decade and beyond. In addition, we compete for a talented workforce with other businesses, particularly within the mining and chemicals industries in general and the crop nutrients industry in particular. Our expansion plans are highly dependent on our ability to retain and to attract and train highly qualified and motivated employees who are essential to the success of our ongoing operations as well as to our expansion plans. If we were to be unsuccessful in retaining, attracting and training the employees we require, our ongoing operations and expansion plans could be materially and adversely affected.

The success of our Potash expansion plans and other strategic initiatives depends on our ability to effectively manage these initiatives.

We have initiated several significant strategic initiatives, principally our plans to expand the annual production capacity of our Potash business by more than five million tonnes of finished product by 2020. These strategic

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initiatives involve capital and other expenditures of several billions of dollars over a number of years and require effective project management. To the extent the processes we put in place to manage these initiatives are not effective, our capital expenditure and other costs may exceed our expectations or the benefits we expect from these initiatives might not be fully realized.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Information regarding our plant and properties is included in Part I, Item 1, “Business,” of this report.

Item 3. Legal Proceedings.

We have included information about legal and environmental proceedings in Note 21 of our Consolidated Financial Statements. This information is incorporated herein by reference.

We are also subject to the following legal and environmental proceedings in addition to those described in Note 21 of our Consolidated Financial Statements:

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Fosfertil Merger Proceedings. In December 2006, Fosfertil and Bunge Fertilizantes S.A. (“Bunge Fertilizantes”) proposed a reorganization pursuant to which Bunge Fertilizantes would become a subsidiary of Fosfertil and subsidiaries of Bunge Limited (“Bunge Group”) would increase their ownership in Fosfertil. Pursuant to the proposed reorganization, our existing 20.1% ownership interests in Fosfertil would have been diluted to approximately 10% of the combined enterprise.

In June 2006, Mosaic Fertilizantes do Brasil Ltda. (formerly known as Mosaic Fertilizantes do Brasil S.A.) (“Mosaic Brazil”) filed a lawsuit against Fosfertil, Fertifos and other subsidiaries of Bunge Group (collectively, the “Bunge Parties”) in the Civil Court of the Central District in Sao Paulo, Brazil (the “Civil Court”), challenging the validity of corporate actions taken by Fosfertil and Fertifos in advance of the proposal for the reorganization. These corporate actions included, among other things, actions taken at an April 2006 meeting of the shareholders of Fertifos to replace our representatives on the Fertifos Board of Directors and subsequent acts by the reconstituted Fertifos Board. Following various proceedings and decisions in the Brazilian courts, in August 2009, the Superior Court of Justice (the “Superior Court”) upheld an April 2007 decision against us by the Civil Court in this lawsuit. In March 2010, we filed an appeal to the Supreme Court against the Superior Court’s August 2009 decision.

In December 2006 and May 2007, Mosaic Brazil filed additional lawsuits in the Civil Court seeking annulment of the vote by Fertifos’ Board of Directors approving the proposed reorganization. These lawsuits were against (i) Fertifos and its directors on the grounds that the Board of Directors lacked statutory authority to decide the matter and (ii) Fertifos, its directors, and Fosfertil based on conflicts of interests on the part of the Fertifos’ directors appointed by Bunge Fertilizantes. In January 2009, the Civil Court ruled in favor of Mosaic Brazil in both of these lawsuits and declared the vote by Fertifos’ Board of Directors approving the proposed reorganization null and void. In April 2009, the defendants appealed the Civil Court’s rulings in Mosaic Brazil’s favor to the State Court of Appeal.

In February 2007, Mosaic Brazil petitioned the Brazilian Securities Commission, challenging, among other things, the valuation placed by the Bunge Parties on Fosfertil. In connection with the pending acquisition of Mosaic Brazil’s equity interests in Fertifos and Fosfertil by Vale, as discussed under “Phosphates Segment—Sale of Fosfertil and Cubatao Facility” in Part I, Item 1, “Business,” Mosaic

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Brazil and Vale have agreed to release and waive all rights in connection with these proceedings. Motions for dismissal have been filed with, and the dismissals are pending approval before, the applicable courts. As the motions for dismissal are approved by the courts, these proceedings will be concluded.

•

New Wales Multifos Kiln Testing Issues. We have reported to the EPA and the Florida Department of Environmental Protection certain irregularities in our testing related to compliance with the nitrous oxide emission limits in the air permit for a kiln used for production of Multifos animal feed at our New Wales, Florida, phosphate concentrates plant. We understand that both federal and state enforcement officials are considering whether to bring enforcement actions with respect to the testing irregularities. We cannot predict whether federal or state enforcement officials will bring enforcement actions or the amount or nature of any potential penalties or other liabilities that would be sought; however, we do not expect that resolution of this matter will have a material impact on our business or financial condition.

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PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We have included information about the market price of, dividends on and the number of holders of our common stock under “Quarterly Results (Unaudited)” in the financial information that is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.”

We have included information on dividend restrictions in Note 11 of our Consolidated Financial Statements.

The principal stock exchange on which our common stock is traded is The New York Stock Exchange.

The following provides information related to equity compensation plans:


Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights ^(a)		Weighted-average exercise price of outstanding options, warrants and rights ^(b)		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in first column)
Equity compensation plans approved by stockholders		3,482,473	$	30.84		18,149,353
Equity compensation plans not approved by stockholders		-		-		-

Total		3,482,473	$	30.84		18,149,353

^(a)	Includes grants of stock options and time-based restricted stock units.

^(b)	Includes weighted average exercise price of stock options only.

Pursuant to our employee stock plans relating to the grant of employee stock options, stock appreciation rights and restricted stock awards, we have granted and may in the future grant employee stock options to purchase shares of common stock of Mosaic for which the purchase price may be paid by means of delivery to us by the optionee of shares of common stock of Mosaic that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the period covered by this report, no options to purchase shares of common stock of Mosaic were exercised for which the purchase price was so paid.

Item 6. Selected Financial Data.

We have included selected financial data for our fiscal years 2006 through 2010 under “Five Year Comparison,” in the financial information that is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” This information is incorporated herein by reference.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We have included our Management’s Analysis in our annual report to stockholders. This information is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We have included a discussion about market risks under “Market Risk” in our Management’s Analysis. This information is incorporated herein by reference.

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Item 8. Financial Statements and Supplementary Data.

We have included our Consolidated Financial Statements, the Notes to Consolidated Financial Statements, the report of our Independent Registered Public Accounting Firm, and the information under “Quarterly Results” in our annual report to stockholders. This information is incorporated herein by reference. All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore, have been omitted.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a)

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 (Exchange Act) is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Our principal executive officer and our principal financial officer have concluded, based on such evaluations, that our disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

(b)

Management’s Report on Internal Control Over Financial Reporting

We have included management’s report on internal control over financial reporting under “Management’s Report on Internal Control Over Financial Reporting” in our annual report to stockholders.

We have included our registered public accounting firm’s attestation report on our internal controls over financial reporting under “Report of Independent Registered Public Accounting Firm” in our annual report to stockholders.

This information is incorporated herein by reference.

(c)

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated any change in internal control over financial reporting that occurred during the fiscal quarter ended May 31, 2010 in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act. There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the fiscal quarter ended May 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

The information contained under the headings “Proposal No. 1—Election of Directors,” “Corporate Governance—Committees of the Board of Directors,” “Corporate Governance—Policies Relating to the Board of Directors—Nomination and Selection of Directors,” and “Section 16(a) Beneficial Ownership Reporting Compliance” included in our definitive proxy statement for our 2010 annual meeting of stockholders and the information contained under “Executive Officers of the Registrant” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

We have a Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S-K adopted by the SEC under the Exchange Act that applies to our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics is available on Mosaic’s website (www.mosaicco.com), and we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our code of ethics by posting such information on our website. The information contained on Mosaic’s website is not being incorporated herein.

Item 11. Executive Compensation.

The information under the headings “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” included in our definitive proxy statement for our 2010 annual meeting of stockholders is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information under the headings “Beneficial Ownership of Securities,” and “Certain Relationships and Related Transactions—Registration Rights Agreement” included in our definitive proxy statement for our 2010 annual meeting of stockholders is incorporated herein by reference. The table set forth in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” of this report is also incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information under the headings “Corporate Governance—Board Independence,” “Corporate Governance—Committees of the Board of Directors,” “Corporate Governance—Policies Relating to the Board of Directors—Policy and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our 2010 annual meeting of stockholders is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm—Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm—Pre-approval of Independent Registered Public Accounting Firm Services” included in our definitive proxy statement for our 2010 annual meeting of stockholders is incorporated herein by reference.

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PART IV.

Item 15. Exhibits and Financial Statement Schedules

(a)

(1)

Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in our annual report to stockholders and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.”

(2)

All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary Data.”

(3)

Reference is made to the Exhibit Index beginning on page E-1 hereof.

(b)

Exhibits

Reference is made to the Exhibit Index beginning on page E-1 hereof.

(c)

Summarized financial information of 50% or less owned persons is included in Note 9 of Notes to Consolidated Financial Statements. Financial statements and schedules are omitted as none of such persons are significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements.

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*********************************************

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE MOSAIC COMPANY

(Registrant)

/s/ James T. Prokopanko

James T. Prokopanko

Chief Executive Officer and President

Date: July 22, 2010

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Name	Title	Date
/s/ James T. Prokopanko James T. Prokopanko	Chief Executive Officer and President (principal executive officer)	July 22, 2010

/s/ Lawrence W. Stranghoener Lawrence W. Stranghoener	Executive Vice President and Chief Financial Officer (principal financial officer)	July 22, 2010

/s/ Anthony T. Brausen Anthony T. Brausen	Vice President—Finance and Chief Accounting Officer (principal accounting officer)	July 22, 2010

* Robert L. Lumpkins	Chairman of the Board of Directors	July 22, 2010

* Guillaume Bastiaens	Director	July 22, 2010

* Raymond F. Bentele	Director	July 22, 2010

* Phyllis E. Cochran	Director	July 22, 2010

* Richard D. Frasch	Director	July 22, 2010

* William R. Graber	Director	July 22, 2010

* Harold H. MacKay	Director	July 22, 2010

* William T. Monahan	Director	July 22, 2010

* James L. Popowich	Director	July 22, 2010

* David T. Seaton	Director	July 22, 2010

* Steven M. Seibert	Director	July 22, 2010


*By:
		/s/ Lawrence W. Stranghoener
		Lawrence W. Stranghoener Attorney-in-fact

A-S-2

ANNEX B: EXCERPTS FROM THE DEFINITIVE PROXY STATEMENT DATED AUGUST 24, 2010

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The following discussion should be read in conjunction with the various tables and accompanying narratives appearing in this Proxy Statement under “Executive Compensation Tables” beginning on page 45. Those tables and narratives provide more detailed information regarding the compensation and benefits awarded to, earned by or paid to our CEO and the other executive officers named in the Fiscal 2010, 2009 and 2008 Summary Compensation Table on page 45 (collectively, the “Named Executive Officers”), as well as the compensation programs in which the Named Executive Officers are eligible to participate.

Overview

The following provides a brief overview of the more detailed disclosures set forth in our Compensation Discussion and Analysis:

•

Our Compensation Committee and our management establish our compensation philosophy. Our compensation philosophy seeks to align our strategic interests with our stockholders’ interests, to achieve our business objectives, and to optimize our ability to attract, retain and motivate key employees to create stockholder value.

•

Our Compensation Committee also oversees the design and administration of our compensation program for executive officers and other key employees.

•

We provide our executive officers with the following principal types of compensation: base salary, annual incentives and long-term incentives, as well as benefit programs designed to attract and retain employees in a competitive marketplace for executive talent.

•

We target compensation for our executive officers to be competitive with the evolving practices of the companies with which we believe we compete for executive talent. The pay positioning of individual executive officers is established based on the judgment of our Compensation Committee and/or Board about these competitive market practices as well as other factors they believe to be relevant.

•

Our Compensation Committee seeks input and recommendations from management as well as advice and recommendations from Hay Group, Inc., the independent compensation consultant retained by our Compensation Committee.

•

We embrace a pay-for-performance philosophy for our executive officers, in which incentive compensation represents a large portion of potential compensation. Our annual incentive compensation program ties payouts to achievement of annual goals, while our long-term incentive compensation consists of stock-based awards that tie compensation levels to the performance of our stock price over time and serve as a tool for our retention of key management talent.

Role of Our Compensation Committee in Executive Compensation

The Compensation Committee of our Board is responsible for establishing with our management the compensation philosophy of Mosaic. It is also responsible for overseeing the design and administration of our compensation programs for our executive officers, as well as other key employees designated by our Compensation Committee. Among other responsibilities of our Compensation Committee under its charter are:

•

CEO Compensation:

•

Reviewing and recommending to our Board the amount and nature of direct compensation paid to our CEO; and

•

Establishing the amount and nature of benefit programs for our CEO.

•

Other Executive Officers’ Compensation. Establishing the amount and nature of direct compensation and benefits for our other executive officers.

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•

Severance, Change-in-Control and Other Termination Arrangements:

•

Reviewing and recommending to our Board the levels of compensation under severance, change-in-control and other termination arrangements for our CEO;

•

Establishing any change-in-control and other termination arrangements for our other executive officers; and

•

Adopting appropriate forms of agreements reflecting such arrangements.

•

Incentive Plans:

•

Reviewing and recommending to our Board any performance goals, thresholds and maximum payout percentages under cash and equity incentive plans for executive officers;

•

Recommending to our Board awards under these plans to our CEO; and

•

Approving awards under these plans to our other executive officers.

•

Other Benefit Plans. Overseeing the design and administration of our equity, incentive and other executive benefit plans.

Our Compensation Committee’s charter provides it with the authority to retain counsel and other experts and consultants as appropriate to discharge its duties and responsibilities. Our Compensation Committee has sole authority to select, retain and terminate our independent compensation consultant and to approve the consultant’s fees and other retention terms.

Our Compensation Committee’s decisions are based on its understanding of Mosaic, our long-term strategies and the market for comparable positions, as well as its knowledge of the capabilities and performance of our executives.

Compensation Philosophy and Objectives

Our underlying philosophy in designing compensation policies and programs is to align our strategic interests with our stockholders’ interests and to optimize our ability to attract, retain and motivate key executives to create stockholder value. Within this overall compensation philosophy, our Compensation Committee bases its executive officer compensation decisions on its judgment about both internal and external factors:

•

Internal factors include among others key accountabilities of the role; leadership of our business strategies; individual attributes (such as experience, competencies and reputation); relative value of the position to the positions of other executive officers; and performance against individual goals.

•

External factors include among others the relevant compensation market data for a compensation comparator group that our Compensation Committee selects as described below under “Benchmarking” and other compensation market data for general industry and the chemical industry reported for executive officer positions that are comparable to the evolving roles of our executive officers by companies with annual revenues between $5.0 to $10.0 billion.

These factors help provide our Compensation Committee with a comprehensive understanding of how total compensation for each executive officer relates to the external value of the position (as determined by the use of competitive market data) and the internal value of the position (as determined by our Compensation Committee). The factors are not given specific weightings by our Compensation Committee but contribute to the total mix of information our Compensation Committee has available in exercising its judgment about compensation decisions.

Competitive market data is used as a reference for understanding the competitive pay positioning of each pay element and total compensation. Our Compensation Committee does not seek to manage total compensation

B-2

of our executive officers within a prescribed range of the reported comparator group or general industry or chemical industry market data, although, generally, our Compensation Committee seeks to:

•

establish total direct compensation around the median of the competitive market, with the ability to earn more for superior performance;

•

emphasize incentive compensation (both cash and equity-based) as a component of total compensation; and

•

position actual compensation relative to market, as appropriate, based on Mosaic’s performance and the individual’s performance.

We believe that directly linking compensation to achievement of the business priorities that our Board has established and to the market price of our common stock best serves stockholder interests and creates stockholder value. We believe that this occurs both by motivating our key executives to achieve those business priorities and by attracting and retaining key executives by affording them a total compensation opportunity with a strong risk and reward relationship. We also seek to design our employee compensation policies and practices so that they are not reasonably likely to have a material adverse effect on us, as discussed in more detail in the Compensation Risk Analysis on Page 44. We intend that total compensation to employees, including base salary, annual incentives, long-term incentives and benefits, be consistent with the compensation philosophy adopted by our Compensation Committee described above.

Compensation to our executive officers consists of:

•

Direct compensation:

•

base salary to provide a fixed compensation level competitive in the marketplace;

•

annual cash incentives to motivate short-term performance against specified financial or other targets;

•

long-term incentives to link management compensation to stockholder returns; and

•

Benefit programs designed to attract and retain employees in a competitive marketplace for executive talent:

•

health care, such as group life, health and disability insurance programs that are generally available to salaried employees;

•

retirement programs that are generally available to salaried employees;

•

deferred compensation programs that are generally available to key employees;

•

perquisites, generally consisting of executive physicals, financial and tax planning, relocation and education assistance and spouse travel designed to optimize the ability of our executives to devote their attention to our affairs and/or to facilitate accomplishment of our business objectives; and

•

severance and change-in-control agreements designed to provide protection against job loss due to reasons beyond the executive’s control.

We discuss the separate components of our compensation to our executive officers in more detail under “Compensation Components and Process” on page 28 below.

Benchmarking

We benchmark our executive compensation against a comparator group of direct competitors as well as other companies within the basic materials industry that are engaged in the discovery, development and processing of raw materials. We use information about our comparator group’s compensation practices as one external factor in our assessment of the competitiveness of our executive compensation programs, and in judging the relationship between our pay and performance. We also review broader compensation market data for the

B-3

United States and Canada from Towers Watson and Hay Group, Inc. and market trends in making decisions that we believe are in our best interests and those of our stockholders.

Our Compensation Committee, with the advice of its independent compensation consultant and recommendations of our CEO and our Vice President – Human Resources, reviews the composition of our comparator group annually. For our fiscal year ended May 31, 2010, or fiscal 2010, criteria used by our Compensation Committee in its review included, among other factors, comparability of size (primarily based on revenue, as well as market capitalization and assets), industry, international geographic scope and complexity of business. For our fiscal year ending May 31, 2011, or fiscal 2011, our Compensation Committee continued to refine the criteria used to determine our comparator group, focusing on companies in the basic materials sector (such as agricultural chemicals, specialty chemicals, industrial metals and minerals, and nonmetallic mining). The specific criteria used for the fiscal 2011 comparator group are 3-year average revenue, return on total capital, total assets, operating profit, number of employees, business complexity, international presence and markets served. The Compensation Committee believes that the use of the fiscal 2011 comparator group and modified selection criteria going forward will provide more useful compensation benchmark information as a result of a closer fit between Mosaic and the comparator group companies in terms of the industry and performance profile. Our comparator groups for fiscal 2011 and fiscal 2010 are comprised of the following companies:

COMPARATOR GROUP


Fiscal 2011		Fiscal 2010
Agrium Inc.		Agrium Inc.
Air Products & Chemicals, Inc.		Air Products & Chemicals, Inc.
Ashland Inc.		Ashland Inc.
Barrick Gold Corporation		Baker Hughes Incorporated
Celanese Corp.		Bunge Limited
CF Industries Holdings, Inc.		Celanese Corp
Ecolab, Inc.		CF Industries Holdings, Inc.
Eastman Chemical Company		CNH Global N.V.
El DuPont de Nemours & Co.		Deere & Company
Freeport-McMoRan Copper & Gold Inc.		Eastman Chemical Company
Huntsman Corporation		Ecolab, Inc.
Lubrizol Corporation		Freeport-McMoRan Copper & Gold Inc.
Monsanto Company		MeadWestvaco Corporation
Newmont Mining Corp.		Monsanto Company
Peabody Energy Corporation		NOVA Chemical Company
Potash Corporation of Saskatchewan Inc.		Peabody Energy Corporation
Southern Copper Corp.		Potash Corporation of Saskatchewan Inc.
Syngenta AG		PPG Industries, Inc.
Teck Resources Limited		Praxair, Inc.
		Rohm and Haas Company

Role of Executive Officers in Compensation Decisions

Our compensation practices are the result of a continuing interaction between our Compensation Committee and management. It is the role of management to operate the business and the role of our Board and Compensation Committee to oversee management’s actions. Our CEO and our Vice President – Human Resources generally attend meetings of our Compensation Committee. They are not generally present during executive sessions and they do not participate in the deliberations regarding their own compensation.

Our Compensation Committee routinely seeks advice and recommendations from management on matters for consideration by our Compensation Committee because management’s role in operating the business includes

B-4

attracting, retaining and motivating our workforce and focusing our workforce’s attention on our established goals. These matters include compensation philosophy and program design, as well as specific recommendations for executive compensation. Management’s advice and recommendations are primarily formulated by our Human Resources Department, with the oversight of our CEO, our Vice President – Human Resources and our Executive Vice President, General Counsel and Corporate Secretary. Management’s advice and recommendations reflect, among other things, an ongoing dialog among the members of our Compensation Committee, our Board and management and input from the independent compensation consultant retained by our Compensation Committee.

Our CEO, Vice President – Human Resources and independent compensation consultant annually review with the Compensation Committee and the Chairman of our Board the compensation of each executive officer (other than our CEO) and present compensation recommendations to our Compensation Committee. Our Compensation Committee reviews these recommendations against our stated compensation philosophy and past performance, and exercises its discretion in adopting or changing its compensation decisions or its recommendations to the full Board for its review, discussion and approval.

Our Compensation Committee annually reviews and recommends to the Board for approval corporate goals and objectives relevant to the compensation of our CEO and the direct compensation of our CEO based on his performance evaluation. The Chairman of our Board and the other non-employee directors participate with our Compensation Committee in reviewing the performance of our CEO. Our Compensation Committee also reviews and recommends to the full Board for approval the levels of compensation payable under any employment, severance, change-in-control or similar compensation arrangements for our CEO, and approves benefits and the forms of any compensation agreements for our CEO.

Independent Compensation Consultant

Hay Group Inc. is our independent compensation consultant. Hay Group furnishes independent data and advice to our Compensation Committee, and regularly attends and participates in its meetings as requested by our Compensation Committee. Their engagement includes, among other matters:

•

ongoing review of existing programs and levels of compensation to ensure market competitiveness (including, among other matters, compilations of data regarding compensation practices of our comparator group and other companies, information regarding other market practices, as well as current practices and evolving trends in executive compensation);

•

recommendations for the design of our executive management compensation and severance and change-in-control policies based on all relevant factors;

•

advice and consultation on our reward philosophy;

•

advice on the composition of our comparator group;

•

advice on this Compensation Discussion and Analysis;

•

advice on specific matters under consideration by our Compensation Committee;

•

furnishing the Compensation Committee with the most current market data on matters under review; and

•

furnishing management with advice and information with respect to preparation and validation of materials and recommendations relating to compensation prepared by management for our Compensation Committee or Board.

In accordance with our Compensation Committee’s charter, the Committee or its Chair directly retains, and approves the services of, Hay Group. Hay Group also has access to and works with management regarding relevant aspects of Hay Group’s engagement, including understanding our strategy, structure, how work

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processes and culture will impact the formulation and implementation of compensation philosophy, comparator groups, competitive pay positioning, specific executive compensation philosophies and other matters.

During fiscal 2010, Hay Group did not provide us with any services other than services related to executive compensation and market data reports.

Compensation Components and Process

The primary elements of our direct compensation programs for executives are: (1) base salary, (2) annual incentives and (3) long-term incentives. In order to attract, retain and motivate employees who add distinctive value to Mosaic, our compensation focus includes all three of these elements of total compensation.

In addition to direct compensation, we also have agreements with our executive officers that furnish them protection in connection with severance and changes in control. Our executive officers are also entitled to participate in broad-based employee benefit plans and limited executive benefit plans and perquisites.

We intend our executive compensation programs to be competitive in the basic materials sector, chemical or general industries, in which we compete for talent. We design our programs to reward performance at the individual, the business unit and overall organization levels, with an emphasis on the creation of stockholder value in the short and long term.

To facilitate our Compensation Committee’s understanding of the nature and amounts of total compensation under our executive compensation program, our Compensation Committee makes use of “tally sheets” which show targeted and actual compensation to our executive officers for the past three fiscal years, as well as wealth accumulation.

The elements of direct compensation, severance and change-in-control provisions and employee benefit plans are discussed in more detail in the following paragraphs:

Base Salary. We establish base salary levels for executive officers based on internal and external factors, as discussed above under “Compensation Philosophy and Objectives.” Our Compensation Committee reviews base salary levels annually, but adjustments to individual base salaries are not automatically made on an annual basis. We discuss the base salaries of our Named Executive Officers in more detail under “CEO Compensation” on page 39 below and “Increases in Other Named Executive Officers’ Compensation in Fiscal 2010” on page 40 below.

Annual Incentives. For fiscal 2010, annual incentives for key employees, including executive officers, consisted of awards under our Management Incentive Plan.

•

Management Incentive Plan. Our Management Incentive Plan was established pursuant to our 2004 Omnibus Stock and Incentive Plan, which we refer to as our Omnibus Incentive Plan. Participants are eligible for annual cash incentive compensation based upon the attainment of pre-established business and/or individual performance goals.

Under the plan, our Compensation Committee establishes an individual target annual incentive amount for each participant based on the same types of factors as are used for setting base salary. Our Compensation Committee reviews target percentages annually. Target annual incentive awards for the Named Executive Officers for fiscal 2010 were as follows:


Named Executive Officer	Target as a Percent of Base Salary			Target in Dollars
James T. Prokopanko		110	%	$	1,045,000
Lawrence W. Stranghoener		75	%		420,000
James “Joc” C. O’Rourke		75	%		412,500
Richard L. Mack		70	%		315,000
Norman B. Beug		65	%		259,949

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Our Compensation Committee, or our Board of Directors, after recommendations by our Compensation Committee, pre-establishes performance goals under the program for our executive officers each fiscal year. For fiscal 2010 the performance goals were measured against our attainment of the following performance measures:

•

operating earnings determined in accordance with generally accepted accounting principles in the United States as reported in our consolidated financial statements; and

•

average working capital, defined as the arithmetic average of working capital determined as of each month-end financial close for the months ended May 31, 2009 through May 31, 2010. Working capital is the sum of accounts receivable, inventory and supplier pre-payments less accounts payable and accruals and customer pre-payments, each as determined in accordance with generally accepted accounting principles in the United States.

Our Compensation Committee retained the operating earnings and average working capital measures from the fiscal 2009 Management Incentive Plan because it believed that these measures appropriately linked short-term incentives to our earnings goals and the prudent use of capital. Our Compensation Committee believed that attainment of the operating earnings target would represent strong earnings performance and was consistent with external expectations, while the average working capital measure:

•

directly focused on key areas that management could impact in the short-term such as inventory, accounts receivable and accounts payable;

•

required effective management of asset utilization and balance with the operating earnings measure; and

•

promoted attention to budgeted capital expenditure levels and efficiency as we transitioned from our former goal of generating cash to reduce our level of indebtedness which we completed in our fiscal year ended May 31, 2008, or fiscal 2008, to reinvesting in, and growing, our business.

Our Compensation Committee also believed that the combination of the operating earnings measure and the average working capital measure promoted management attention to generating cash flows from operating activities.

For fiscal 2010, the weightings of the performance measures varied by role. For Corporate executive officers (those who were not leaders of our business segments), these performance measures were based on the operating earnings and average working capital of Mosaic and our consolidated subsidiaries. The performance measures for Mr. Beug, as the leader of our Potash business segment, were based partly on consolidated results and partly on operating earnings and average working capital of the Potash business segment. The following table shows the weightings of each measure for awards to our Corporate executive officers and for Mr. Beug:


Role	Corporate Performance Measures						Business Unit Performance Measures
Role	Operating Earnings			Average Working Capital			Business Unit Operating Earnings			Business Unit Average Working Capital
Corporate Executive Officers		80	%		20	%		—			—
Mr. Beug		48	%		12	%		32	%		8	%

We maintained the weighting of the operating earnings measure for fiscal 2010 at 80% in order to emphasize our focus on profitability and the alignment of the plan with the interests of our stockholders. Our Compensation Committee believed that the measures’ respective weightings would also encourage management to optimize working capital at a level that would maximize operating earnings.

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The factors our Compensation Committee considered in determining the level of performance at which an individual’s payout would equal that individual’s target annual incentive amount for fiscal 2010 included historical and budgeted levels for the relevant performance measure.

We established a minimum level for both the operating earnings measure and the average working capital measure at which payments begin. In addition, the plan set a separate threshold of $235 million of consolidated operating earnings below which no payout would be made under the average working capital measure. That threshold level of operating earnings necessary for a payout under the working capital measure was lower than the minimum level of operating earnings necessary for a payout under the operating earnings measure. We set the threshold of operating earnings that was necessary for a working capital measure payout at a level lower than the minimum level of operating earnings necessary for a payout under the operating earnings measure in order to help provide a continued performance incentive to participants for optimizing our working capital levels if volatility in the agricultural markets and raw materials prices were to adversely affect the operating earnings measure.

We also established a maximum payout percent for both the operating earnings measure and the average working capital measure of 200%. The maximum payout percent for fiscal 2010 of 200% was lower than the fiscal 2009 maximum payout percent of 225%. We lowered our maximum level in fiscal 2010 because our Compensation Committee concluded that the maximum 200% payout provided an adequate incentive opportunity, given the high prevalence of a 200% maximum payout in annual incentive plans within our comparator group for plans with financial measures. However, to provide added incentive for employees to exceed the target goal for operating earnings and generate higher value for our stockholders, our Compensation Committee set incentive payouts for performance above the targeted level to increase at a rate that was higher than the rate prior to attainment of the targeted level.

For fiscal 2010, our Compensation Committee also established a zone around the target level of performance for the operating earnings measure. Within this zone, changes in operating earnings did not increase or decrease the amount of a participant’s award. This performance zone concept was introduced as a means to partially neutralize the effects of significant price swings on operating earnings, given management’s relative lack of control over market prices for our principal products.

Beginning with fiscal 2010, we also introduced a provision that allows our Compensation Committee to exercise negative discretion to reduce or eliminate payouts if it deems appropriate. Our Compensation Committee believes that this provision, along with others discussed under “Compensation Risk Analysis” on page 44, helps mitigate the risk from our Management Incentive Plan and is consistent with best practices.

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The following charts show the fiscal 2010 payout percentages based on varying degrees of attainment of the Corporate and Potash business segment performance measures ($ in millions):

Corporate Performance Measures

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Potash Business Unit Performance Measures

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The actual payout to each of our current executive officers for fiscal 2010 was equal to that individual’s target annual incentive amount multiplied by (1) the weighting factor for each performance measure for that individual; and (2) the percentage of attainment of the applicable performance goal for that measure as shown in the charts above.

For fiscal 2010, payouts under our Management Incentive Plan:

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for executive officers other than Mr. Beug, were at 92% of target because we achieved Consolidated Operating Earnings of $1,270.8 million and Consolidated Average Working Capital of $938.9 million; and

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for Mr. Beug, was at 81% of target because we achieved the levels of Consolidated Operating Earnings and Consolidated Average Working Capital noted above and our Potash business segment achieved Operating Earnings of $922.8 million and Average Working Capital of $242.6 million.

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The amounts awarded to each Named Executive Officer for fiscal 2010, fiscal 2009 and fiscal 2008 are included in the “Non-Equity Incentive Plan Compensation” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table.

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Management Incentive Plan Design Changes for Fiscal 2011. For fiscal 2011, our Compensation Committee revised the Management Incentive Plan performance goals in an effort to mitigate the effects of volatility in market prices and demand for our products and the cost of key raw materials, improve the balance of financial and non-financial measures that affect our longer-term success, improve the linkage between the performance goals and factors employees are able to influence and reinforce a pay-for-performance culture. Performance measures under the fiscal 2011 Management Incentive Plan are based not only on financial results but also on operational excellence measures and achievement of strategic priorities. For executive officers, the performance measures reflect broad overall goals for Mosaic as a whole:

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the weighting of the performance measures is 50% for the financial results measure, 25% for the operational excellence measure and 25% for the strategic priorities measures.

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The financial results measure is based on achievement of budgeted levels of consolidated operating earnings. The financial results measure for Mr. Beug, as the leader of our Potash business segment, is not based partly on results for the Potash business segment as it was for fiscal 2010 and prior years, in recognition of the responsibility he has for our consolidated results.

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The operational excellence measure is based on controllable operating costs per tonne of products sold. Controllable operating costs are based on the budgeted level of cost of goods sold at specified levels of sales tonnes plus adjusted selling, general and administrative expenses and minus the costs of purchased commodities, income-based royalties and taxes and costs paid by third parties, for our U.S. Phosphates operations and our Potash business segment. Adjusted selling, general and administrative expenses are selling, general and administrative expenses exclusive of incentive, stock option and other employee benefit expenses.

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The strategic priorities measures include both a safety measure and adjusted selling, general and administrative expense measure, each with a 50% weighting. The safety measure is based 50% on the OSHA recordable injury frequency rate for employees and contractors and 50% on an internally-developed safety index that is intended to measure the severity of injuries as reflected by lost time, lost days, fatalities and number of injuries.

The maximum payout for Management Incentive Plan awards for fiscal 2011 is 250% of the target award. Our Compensation Committee increased the maximum payout percent for fiscal 2011 in order to:

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compensate for the increased degree of difficulty in achieving a given level of performance under the fiscal 2011 Management Incentive Plan that results from the increase in the number of performance measures and the decreased weighting of the operating earnings measure; and

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preserve a strong incentive and reward for exceeding the target level of operating earnings.

In addition, our Compensation Committee added a provision to the Management Incentive Plan that permits our Compensation Committee to exercise negative discretion to reduce the award for any executive officer by up to 25%.

The performance measures for some categories of other employees include different factors that are more specific to their roles for us.

Long-Term Incentives. Long-term incentive awards are made under our Omnibus Incentive Plan in the form of non-qualified stock options to purchase our common stock and restricted stock units providing grants of our common stock. We use an annual grant of stock options and restricted stock unit awards shortly after the beginning of each fiscal year as a significant component of our executive compensation package. We believe these equity-based awards help align the interests of executive officers and other key employees with those of our stockholders by tying significant portions of the participants’ compensation to the market price of our common stock.

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Key terms of our stock options and restricted stock units are that:

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Stock options generally become exercisable in equal annual installments in the first three years following the date of grant, expire ten years after the date of grant, and allow grantees to purchase our common stock at the full market price of our common stock on the day the options were granted. Upon termination of employment, option installments that are vested are generally exercisable for three months after termination; unvested installments generally terminate. The Omnibus Incentive Plan expressly prohibits the repricing of options or granting options with exercise prices less than the fair market value of our common stock on the date of grant.

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Restricted stock unit awards provide grants of our common stock that vest after a period of continued employment with us, which is generally three years. Prior to vesting, restricted stock units granted in fiscal 2008 and prior years generally terminate upon termination of employment and do not include voting or dividend rights. In light of our implementation of a quarterly dividend beginning in the first quarter of fiscal 2009, beginning in fiscal 2009 restricted stock unit awards include dividend equivalents which will be paid at the same time as we issue shares of our common stock to participants after the awards vest. Dividend equivalents are unfunded and do not bear interest. Based upon independent survey data, we believe the inclusion of dividend equivalents in restricted stock unit awards is a common and competitive market practice.

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Stock options and restricted stock units granted in fiscal 2007 and subsequent years provide that (absent consent by our Compensation Committee):

•

unvested stock option installments held by a Named Executive Officer whose employment terminates due to death or disability vest in accordance with the normal vesting schedule;

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following termination of employment due to death or disability or retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), stock options are exercisable for up to the earlier of (i) five years or (ii) the remaining term of the option; and

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restricted stock units held by a Named Executive Officer vest upon death or disability.

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Stock options granted before fiscal 2007 provide that (absent consent of our Compensation Committee):

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stock option installments vested at the time of retirement at or after age 65, death or disability are exercisable for three years; and

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unvested stock option installments vest upon termination of employment due to retirement at age 65 or older, death or disability.

We set an estimated value for awards of stock options and restricted stock units for each executive officer based on the internal and external factors used in setting executive officer total compensation described under “Compensation Philosophy and Objectives” on page 24 as well as our Compensation Committee’s judgment regarding the desired mix of base salary, annual incentives and long-term incentives. Our Compensation Committee also considers key trends in equity award granting practices by U.S. multi-national companies, historical and current grant rates within the basic materials sector, outstanding vested and non-vested equity awards to executive officers, the stock ownership levels of executive officers and the potential dilutive effect on our stockholders. Estimated values for the Named Executive Officers for fiscal 2010 were as follows:


Named Executive Officer	Estimated Value as a Percent of Base Salary			Estimated Value in Dollars
James T. Prokopanko		421	%	$	4,000,000
Lawrence W. Stranghoener		214	%		1,200,000
James “Joc” C. O’Rourke		182	%		1,000,000
Richard L. Mack		189	%		850,000
Norman B. Beug		163	%		650,000

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We generally establish restricted stock unit awards for executive officers to approximate half of the aggregate dollar value of the executive officer’s total long-term incentive awards.

Once we have determined the estimated value of a participant’s long-term incentive awards and the proportion to be represented by stock options and restricted stock units, we establish the specific number of shares to be subject to the stock option and restricted stock unit awards as follows:

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Stock Options. The number of shares to be subject to stock options is calculated using a Black-Scholes option pricing model that is based upon assumptions derived from historical data regarding market prices and other data over a period of time preceding the date on which the calculation is made.

The Black-Scholes model that we use to determine the number of shares to be subject to stock options uses assumptions that are not identical to those used to determine the grant date fair value for the stock options in our financial statements under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718. The model we use to determine our ASC Topic 718 grant date fair value is dictated by generally accepted accounting principles in the United States while we believe the model we used to determine our fiscal 2010 grants of stock options is more consistent with the methodology that several members of our comparator group and a number of other large companies use to make compensation decisions. As a result, our ASC Topic 718 grant date fair value is not the same as the estimated value of our option awards established by our Compensation Committee for fiscal 2010. We discuss the assumptions we used in calculating the ASC Topic 718 share-based compensation expense of our stock options in note 19 to our audited financial statements for fiscal 2010. We discuss the differences between the assumptions under ASC Topic 718 and the assumptions we used in determining the number of stock option shares that we granted in fiscal 2010, 2009 and fiscal 2008 in note 4 to the Fiscal 2010, 2009 and 2008 Summary Compensation Table.

The option exercise price is set at a price equal to the closing price of our common stock as reported by The New York Stock Exchange on the date of grant of the option.

Under our current procedures generally applicable to our annual grants of long-term incentive awards, the date of our annual grant is the third trading day after issuance of our press release announcing earnings for our fourth fiscal quarter.

We believe that this helps assure that the option exercise price reflects material information regarding Mosaic. In order to address any potential changes in circumstances between the date of action by our Compensation Committee and the date of grant, the Chair of our Compensation Committee also reviews the terms of our annual grants immediately prior to the date of grant and has the authority to determine in his discretion that grants should not be made without further consideration by our Compensation Committee.

•

Restricted Stock Units. As in the case of stock options, our current procedure is that the date of our annual grant of restricted stock units is the third trading day after issuance of our press release announcing earnings for our fourth fiscal quarter.

Under our current guidelines, the number of shares subject to the annual grant of restricted stock units in fiscal 2010 was established by dividing the estimated value of the grant by the closing price of a share of our common stock on the date of grant.

We have included information regarding restricted stock unit and stock option awards in the “Stock Awards” and “Option Awards” columns, respectively, in the Fiscal 2010, 2009 and 2008 Summary Compensation Table and in the Fiscal 2010 Grants of Plan-Based Awards Table on page 50, and information regarding stock options and restricted stock units outstanding at the end of fiscal 2010 in the Fiscal 2010 Outstanding Equity Awards at Fiscal Year-End Table on page 51.

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Employee Benefits. As part of a competitive total compensation program, we also offer our executives the ability to participate in customary employee benefit programs. These benefit programs include participation in our retirement and group life, health and disability programs on the same basis as other salaried employees, as well as a deferred compensation program, perquisites and protection in the event of severance or a change in control.

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Retirement Benefits. Each of the Named Executive Officers and other salaried employees in the United States are eligible to participate in the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code. We have similar defined contribution retirement plans that cover our full-time non-union Potash business segment employees in Canada. Norman B. Beug, the leader of our Potash business segment, participates in the Canadian plans. We have included our contributions to the accounts of the Named Executive Officers for fiscal 2010, 2009 and 2008 in the “All Other Compensation” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table. We have included a discussion of the methodology for determining our contributions, including a portion of our contribution that is based upon the level of attainment of the operating earnings performance measure under the Management Incentive Plan, and of the vesting provisions applicable to our contributions, in note (7)(b) to that table.

In addition, we have an unfunded non-qualified deferred compensation plan that has restoration provisions under which we credit the accounts of the Named Executive Officers and other key employees with amounts that would have been contributed under the Mosaic Investment Plan that exceed limitations for tax-qualified plans under the Internal Revenue Code. We have included our contributions to the accounts of the Named Executive Officers for fiscal 2010, 2009 and 2008 under our deferred compensation plan in the “All Other Compensation” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table.

We also provide restoration benefits to our full-time non-union Potash business segment employees in Canada through fully-funded contributions to participants’ accounts in an employee savings plan. Our contributions to the Canadian employee savings plan are taxable compensation to the participants. A third party holds participants’ account balances under the Canadian employees savings plan.

Pursuant to a supplemental retirement agreement entered into by IMC and Mr. Beug prior to the business combination between IMC and the fertilizer businesses of Cargill, Mr. Beug is entitled to additional retirement benefits based on his final average salary and years of credited service to us and our predecessor companies. We have set forth the aggregate change for fiscal 2010, 2009 and 2008 in the actuarial present value of Mr. Beug’s benefits under the supplemental retirement agreement in the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table. We have set forth additional information regarding the supplemental retirement agreement, including the actuarial present value of Mr. Beug’s accumulated benefit under the agreement, the benefit formula, and the elements of compensation upon which his benefits under the agreement are determined, in the Fiscal 2010 Pension Benefits Table and accompanying narrative and notes on page 53.

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Deferred Compensation Plan. In addition to the restoration provisions discussed above under “Retirement Benefits,” our unfunded non-qualified deferred compensation plan permits the Named Executive Officers and other key employees in the United States who we select to elect to contribute from 5% to 80% of base salary and bonus to the plan. Our directors may contribute up to 100% of directors’ fees and any other compensation paid in cash. Contributions are made on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance (including balances arising from the restoration provisions described above under “Retirement Benefits”) accrues gains or losses at rates equal to those on various investments selected by the participant. The investment alternatives are the same as are available to participants generally as investments under the Mosaic Investment Plan, except that our common stock is excluded.

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We do not have a deferred compensation plan for Canadian employees of our Potash business. Full-time non-union Canadian employees of our Potash business may elect to make after-tax contributions of up to 30% (less the participant’s before-tax contributions to the tax-qualified defined contribution plans) of pay to the Canadian employees savings plan discussed in the preceding bullet.

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Cargill Pension Plan. In addition, certain of our employees, including one of our Named Executive Officers, who were employees of Cargill before the business combination between IMC and the fertilizer businesses of Cargill, participate in Cargill’s salaried employees’ pension plan. Although no additional years of credited service are accrued under this pension plan after December 31, 2004, additional years of vesting service are credited for the purpose of determining eligibility to retire, and covered compensation for purposes of determining benefits includes compensation paid by us to the executive subsequent to the business combination.

In accordance with the merger and contribution agreement between IMC and Cargill relating to the combination, Cargill incurs the costs associated with pre-combination benefits for certain former employees of Cargill and its subsidiaries under certain pension plans, including Cargill’s salaried employees’ pension plan, and charges them to us. The amount that Cargill may charge to us for pension costs relating to all former Cargill employees may not exceed $2.0 million per year or $19.2 million in the aggregate. As of May 31, 2010, the unused portion of the $19.2 million cap was $11.0 million. Cargill is solely responsible for payment of the annual pension benefits to the participants under Cargill’s salaried employees’ pension plan.

We have included the changes for fiscal 2010, 2009 and 2008 in the actuarial present value of the accumulated benefit under Cargill’s salaried employees’ pension plan for each Named Executive Officer in the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table. We have included additional information regarding Named Executive Officers’ benefits under the plan, including the actuarial present value of their accumulated benefits under the plan, the benefit formula, and the elements of compensation upon which benefits under the plan are determined, in the Fiscal 2010 Pension Benefits Table and accompanying narrative and notes.

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Group Life, Health and Disability Plans. We have established group life, health and disability plans for salaried employees in the United States and Canada. The Named Executive Officers may participate in these plans on the same basis as other salaried employees.

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Perquisites and Other Benefits. We furnish a limited number of perquisites to our Named Executive Officers. During fiscal 2010, we furnished the following perquisites to our Named Executive Officers that meet the threshold for reporting in the “All Other Compensation” column in the Fiscal 2010, 2009 and 2008 Summary Compensation Table under the rules of the Securities and Exchange Commission:

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We have an executive physical exam program pursuant to which approximately 120 senior leaders, including the Named Executive Officers, are entitled to reimbursement for the costs of physicals every three years (in the case of participants under age 40), every two years (in the case of participants between the ages of 40 and 49) and annually (in the case of executives age 50 and older);

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We have an executive financial planning program pursuant to which our executive officers, our Vice President and Treasurer, our Vice President – Tax and our Vice President – Business Development are eligible for reimbursement of up to $7,000 per year for the costs of financial and tax planning;

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We have a corporate travel policy that covers travel expenses for business purposes by spouses of our employees, including travel to industry or investor conferences. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee;

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We have a relocation plan that pays employees for the cost of relocation. We provided relocation benefits under this plan to Mr. O’Rourke, who we hired in January 2009. Our relocation plan also generally provides for a “gross-up” for taxes on amounts we reimburse under the plan that are taxable compensation to the employee; and

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We furnish a company car to Mr. Beug to facilitate his travel among our Potash business segment’s facilities in Saskatchewan.

Severance and Change-in-Control Arrangements.

We have established senior management severance and change-in-control agreements with each of our executive officers as well as certain other officers or executives designated by our Compensation Committee and Board. Our Compensation Committee established the terms of these agreements to be consistent with our compensation philosophy and practices as discussed above. These agreements set forth the terms and conditions upon which our executive officers would be entitled to receive certain benefits upon termination of employment:

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by us with cause;

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by us without cause;

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by the executive officer for good reason;

•

by the executive officer without good reason; or

•

due to the executive officer’s death or disability.

These agreements are intended by our Board, as recommended by our Compensation Committee, to:

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help us attract and retain executive talent in a competitive marketplace;

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enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control;

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foster their objectivity in considering a change-in-control proposal;

•

facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations; and

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protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us.

In addition, stock options and restricted stock units under our Omnibus Incentive Plan vest upon a change in control.

The Severance and Change-in-Control Compensation Table on page 62, together with the accompanying narrative and notes, explains in detail the benefits under these arrangements and the circumstances under which a Named Executive Officer would be entitled to them.

Special Dividend on Common Stock

On December 3, 2009, we paid a special dividend in the amount of $1.30 per share of common stock to stockholders of record on November 12, 2009.

On December 9, 2009, in order to address the dilutive effects of the special dividend on our long-term incentive awards, our Compensation Committee approved anti-dilution payments to employees (other than our CEO and President) who held stock options or restricted stock units. The anti-dilution payments were in lieu of other anti-dilution adjustments under the applicable provisions of the plans under which the stock options and restricted stock units were granted. On December 10, 2009, our Board, upon the recommendation of our

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Compensation Committee, approved similar anti-dilution payments to our CEO and President, and, upon the recommendation of our Corporate Governance and Nominating Committee, approved similar payments to non-employee directors who held stock options or restricted stock units.

The anti-dilution payments consist of cash payments of $1.30 for each share of common stock subject to outstanding stock options or restricted stock units (other than restricted stock units granted in 2008 and 2009 that include dividend equivalent rights).

For stock options and restricted stock units that were not then vested, the payments will be made in the year in which the stock options or restricted stock units vest.

Anti-dilution payments to the Named Executive Officers are set forth in the following table:


	Payments
Name	Immediate		2010		2011		2012		Total
James T. Prokopanko	$	365,018	$	164,241	$	30,976	$	20,835	$	581,070
Lawrence W. Stranghoener		256,699		34,198		9,420		6,252		306,568
James “Joc” C. O’Rourke		—		5,208		5,208		5,209		15,625
Richard L. Mack		154,476		25,750		6,806		4,428		191,457
Norman B. Beug		158,361		24,393		5,446		3,387		191,586

CEO Compensation

Effective October 1, 2009, as part of our annual review of base salaries, upon the recommendation of our Compensation Committee, our Board of Directors approved an increase in Mr. Prokopanko’s base salary to $950,000 from $900,000. In addition, for fiscal 2010, upon the recommendation of our Compensation Committee, our Board of Directors increased the estimated value of Mr. Prokopanko’s long-term incentive awards from $3.2 million to $4.0 million. The changes in compensation for Mr. Prokopanko in fiscal 2010 were consistent with our compensation philosophy, including consideration of both internal and external factors and our emphasis on incentive compensation (both equity and cash) as a component of total compensation, as discussed under “Compensation Philosophy and Objectives.” With respect to financial performance, our Compensation Committee and Board considered Mr. Prokopanko’s leadership of our success in achieving record net earnings, generating and conserving cash, and further strengthening our balance sheet in fiscal 2009 despite the global economic turmoil and weak near-term market conditions in the crop nutrients industry. Our Compensation Committee and Board also believed that, under Mr. Prokopanko’s leadership, we responded to these challenges in a timely and effective manner by reducing production and managing costs. With respect to strategic goals, our Compensation Committee and Board considered, among other matters, Mr. Prokopanko’s leadership of our successful sale of Saskferco Products ULC, a non-core joint venture, and progress towards the acquisition of offshore sources of phosphate rock and implementation of our sustainability goals for community and environmental stewardship in fiscal 2009.

The Fiscal 2010, 2009 and 2008 Summary Compensation Table and other tables under “Executive Compensation Tables,” together with the accompanying narratives and notes, include additional details about our compensation to Mr. Prokopanko for fiscal 2010, fiscal 2009 and fiscal 2008, including the arrangements described in the preceding paragraph.

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Increases in Other Named Executive Officers’ Compensation in Fiscal 2010

The following table shows the base salary for our other Named Executive Officers as approved as part of our Compensation Committee’s annual base salary reviews in fiscal 2010 and 2009, as well as their target awards under the Management Incentive Plan and the estimated value of long-term incentive awards in fiscal 2010 and 2009. The fiscal 2010 base salary increases were effective October 1, 2009.


	Fiscal 2010						Fiscal 2009
Named Executive Officer	Base Salary ($)		Management Incentive Plan Target Award ($)		Long-Term Incentive Estimated Value ($)		Base Salary ($)		Management Incentive Plan Target Award ($)		Estimated Value of Long-Term Incentive Award ($)
Lawrence W. Stranghoener		560,000		420,000		1,200,000		540,000		405,000		1,000,000
James (“Joc”) C. O’Rourke*		550,000		412,500		1,000,000		550,000		412,500		550,000
Richard L. Mack		450,000		315,000		850,000		430,000		279,500		750,000
Norman B. Beug		399,921		259,949		650,000		351,162		228,256		650,000

*	Mr. O’Rourke joined Mosaic in January 2009.

Changes in compensation for these Named Executive Officers in fiscal 2010 were consistent with our compensation philosophy, including our consideration of both internal and external factors and our emphasis on incentive compensation (both equity and cash) as a component of total compensation as discussed above under “Compensation Philosophy and Objectives”. Specific considerations with respect to each of these Named Executive Officer for fiscal 2010 included:

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Our Compensation Committee’s judgment that Mr. Stranghoener demonstrated strong performance against individual goals of building our global capabilities in the areas of finance, tax, business development and information technology; played a significant leadership role in strengthening our balance sheet in a challenging market environment; positively influenced our relationships with current and prospective investors and lenders; and exhibited exemplary leadership of our values and development of future leaders; as well as our Compensation Committee’s desire to maintain the competitive position of Mr. Stranghoener’s total direct compensation within our comparator group.

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Mr. O’Rourke only recently joined us in January 2009, and our Compensation Committee did not increase his annual base salary or his target award for fiscal 2010 under the Management Incentive Plan. Our Compensation Committee set the expected value of Mr. O’Rourke’s fiscal 2010 long-term incentive award based on competitive award values within our comparator group and the internal ranking of Mr. O’Rourke’s position. Mr. O’Rourke’s fiscal 2009 long-term incentive was a new hire award.

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Our Compensation Committee’s judgment that Mr. Mack performed strongly against individual goals of improving corporate governance, risk management, global legal compliance, and management of our interests in joint ventures and export associations; Mr. Mack’s expanded role in developing and implementing our strategy to optimize the value of our land assets in Florida and in leading our phosphate rock mine permitting efforts in Florida; and our Compensation Committee’s desire to maintain the competitive position of Mr. Mack’s total direct compensation within our comparator group.

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Our Compensation Committee’s judgment that Mr. Beug exhibited satisfactory performance against individual goals of developing our strategy to expand the production capacity of our Potash business segment; effective management of brine inflows at our Esterhazy, Saskatchewan, potash mine; Potash business segment succession planning; and continued strong relations with labor organizations, government agencies, communities and other stakeholder groups; as well as his leadership of a reduction in production levels within our Potash business segment as a result of the unexpected decline in demand during fiscal 2009. In addition, the comparative amounts of base salary shown for Mr. Beug,

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who is an employee of our Canadian Potash business, also reflect the fact that his base salary is paid in Canadian dollars and translated to U.S. dollars for purposes of this Proxy Statement at the average rates we used to convert the profit and loss statements of our Potash business to U.S. dollars for each applicable fiscal year. As a result, the amounts of base salary shown for Mr. Beug are not necessarily on an entirely comparable basis with the amounts shown for the other Named Executive Officers.

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the tax deductibility by a corporation of annual compensation in excess of $1 million paid to the corporation’s principal executive officer or any of its three most highly compensated executive officers (other than the principal executive officer or principal financial officer). However, performance-based compensation that has been approved by stockholders is excluded from the $1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals and the board committee that establishes such goals consists only of “outside directors.”

As discussed under “Corporate Governance – Committees of the Board of Directors – Compensation Committee” on page 14, four of the members of our Compensation Committee qualify as outside directors and are able to serve as a subcommittee of outside directors for purposes of meeting this aspect of the provisions of Section 162(m). In the discussion above, when we refer to action by our Compensation Committee with respect to matters required to be taken by “outside directors” under Section 162(m), we mean that the subcommittee has taken the action.

While the tax impact of any compensation arrangement is one factor to be considered, the tax impact is evaluated in light of our overall compensation philosophy. We will consider ways to maximize the deductibility of executive compensation while retaining the discretion we deem necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent.

However, from time to time we may award compensation which is not fully deductible if we determine that the award is consistent with our philosophy and is in the best interests of Mosaic and our stockholders.

Our Omnibus Incentive Plan is designed to permit employee stock options and awards under the Management Incentive Plan to meet the performance-based criteria of Section 162(m). Our restricted stock units do not meet the performance-based criteria of Section 162(m).

In 2008, the Internal Revenue Service issued a revenue ruling that might have disqualified our Management Incentive Plan awards for fiscal 2010 and subsequent years as performance-based compensation for Section 162(m) purposes if we continued to base a portion of the benefits under our senior management severance and change-in-control agreements directly on an executive’s Management Incentive Plan target bonus amount for the year in which termination of employment occurs. In order to preserve our Management Incentive Plan awards as performance-based compensation for purposes of Section 162(m), our Board, upon the recommendation of our Compensation Committee, in the case of Mr. Prokopanko, and our Compensation Committee, for other participants, approved amendments to our senior management severance and change-in-control agreements that generally changed the basis for this portion of the benefits to an amount equal to the executive officer’s target bonus percent established under the Management Incentive Plan for the prior fiscal year (or such greater percent as may be designated from time to time by the Board or our Compensation Committee, as the case may be) multiplied by the executive officer’s base salary at the time of termination. The Board and our Compensation Committee believe these amendments to the senior management severance and change-in-control agreements substantially retain the prior benefits to participating executives while preserving the deductibility of our Management Incentive Plan awards as performance based compensation in light of the 2008 IRS revenue ruling. To date, the Board or our Compensation Committee, as the case may be, has designated these percentages to be the same as the target percentages in effect from time to time for Management Incentive

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Plan awards. The Board and our Compensation Committee currently intend that at the time they approve target bonus percentages under the Management Incentive Plan each year they will also make corresponding changes to the percentages designated for purposes of the senior management severance and change-in-control agreements, although the Board and our Compensation Committee are not required to do so.

We also consider the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Internal Revenue Code, and attempt to structure compensation in a tax-efficient manner, both for our executive officers and other key managers and for our Company.

Forfeiture of Incentive Awards for Misconduct

Our Omnibus Incentive Plan provides for the forfeiture of awards in the event of certain types of misconduct. All awards under the Omnibus Incentive Plan, including Management Incentive Plan awards, restricted stock units and stock options, are subject to these forfeiture provisions. For awards granted prior to July 2009, in general terms, the forfeiture provisions apply if we are required to restate our financial statements due to material noncompliance, as a result of misconduct, with financial reporting requirements, and either the participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002. These forfeiture provisions apply only to awards earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the affected financial statements. For awards granted in fiscal 2009 or subsequent years, our Board may require forfeiture if:

•

fraudulent or intentional misconduct contributes to the need for a material restatement of our financial statements filed with the Securities and Exchange Commission or contributes to the use of inaccurate metrics to determine the amount of any award or the amount of incentive compensation to a participant;

•

the participant knowingly or grossly negligently engaged in the misconduct or grossly negligently failed to prevent the misconduct; and

•

the amount of the participant’s award or incentive compensation was greater than it would have been absent the misconduct.

These forfeiture provisions are in addition to any other disciplinary or other action available to us with respect to the misconduct.

We have included the Omnibus Incentive Plan, including the forfeiture provisions, as an exhibit to our Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

Stock Ownership Guidelines

Our Compensation Committee has adopted guidelines for ownership of our stock by our executive officers. Executive officers must achieve and maintain the following levels of ownership:

•

CEO, five times base salary;

•

Executive Vice Presidents (three persons) and Senior Vice Presidents (two persons), three times base salary; and

•

Other executive officers (four persons), one times base salary.

Among other provisions of our stock ownership guidelines are that:

•

for purposes of determining whether an executive officer’s ownership meets the required level at any particular time, the value of common stock owned is based on the current stock price at that time;

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•

unexercised employee stock options and unvested restricted stock units are not included towards an executive officer’s required ownership level;

•

an executive officer must hold all “net profit shares” (the shares of common stock remaining after deducting the number of shares required to be sold in order to pay tax withholding, the exercise price of employee stock options and other costs) from employee stock option exercises and the vesting of restricted stock units until an executive officer has met the required ownership level;

•

after an executive officer has met the required ownership level, the executive officer must hold at least 50% of the “net profit shares” from employee stock option exercises for at least one year; and

•

the executive officer must pre-clear any sale of stock with our General Counsel, who reviews the proposed sale with the Chair of our Board and our CEO.

Executive officers are required to achieve their respective ownership targets within six years of the time of hire or promotion.

Our Compensation Committee reviews each participant’s compliance or progress towards compliance annually, and may impose conditions, restrictions or limitations on any participant in order to achieve the purposes of the stock ownership guidelines. The Chair of our Board and our CEO may jointly grant exemptions in the event of hardship. Because we were formed in 2004 and first introduced our stock ownership guidelines in 2007, none of our executive officers is yet required to maintain the full level of stock ownership required after six years; however, all of our executive officers have either achieved the full level of required ownership or are making progress toward achieving that level within the required timeframe.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on our review and discussion with management, we have recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

Respectfully submitted,

William T. Monahan, Chair

F. Guillaume Bastiaens

Phyllis E. Cochran

David B. Mathis

James L. Popowich

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Compensation Risk Analysis

Our Compensation Committee, with the advice of its independent compensation consultant and input from management, has reviewed the design of our employee compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. Significant factors considered by our Compensation Committee in reaching its conclusion include:

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The balance of base pay, annual incentives and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility;

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A long-term incentive program that grants an equal mix of stock options and restricted stock units to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable total shareholder return over the longer-term;

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Vesting of long-term incentive awards over a number of years;

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Caps on annual cash incentives;

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Broad performance ranges for minimum, target and maximum operating earnings goals for annual cash incentives that reduce the risk of accelerating or delaying revenue or expense recognition in order to satisfy the threshold or next tier for incentive payouts; and

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Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Compensation Discussion and Analysis – Forfeiture of Incentive Awards for Misconduct” on page 42; stock ownership guidelines, including holding period requirements, for our executive officers and certain other key executives as described under “Compensation Discussion and Analysis – Stock Ownership Guidelines” on page 42; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Management Incentive Plan if it deems appropriate.

In addition, our Compensation Committee considered changes in our Management Incentive Plan for fiscal 2011 in its conclusion that our employee compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. These changes include the addition of new performance measures based on operational excellence and achievement of strategic priorities as performance measures under the plan, the decreased weighting of the Operating Earnings performance measure and the inclusion of a provision that permits our Compensation Committee to exercise negative discretion to reduce the award for any executive officer by up to 25%.

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Executive Compensation Tables

The following tables and accompanying narratives and notes summarize information about the total compensation awarded to, earned by or paid to each of our Named Executive Officers for fiscal 2010, fiscal 2009 and fiscal 2008.

We have included a narrative discussion of our compensation philosophy, processes and components and the bases upon which we make compensation decisions in the Compensation Discussion and Analysis on page 23. The following tables and accompanying narratives and notes provide quantitative data and additional information about the compensation we paid our Named Executive Officers for fiscal 2010, fiscal 2009 and fiscal 2008 and should be read in conjunction with the Compensation Discussion and Analysis.

Fiscal 2010, 2009 and 2008 Summary Compensation Table

Name and

Principal Position

Year

Salary
($)
(1)(2)

Bonus
($) (3)

Stock
Awards
($) (4)

Option
Awards
($) (4)

Non-Equity
Incentive
Plan
Compensation
($) (2)(5)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (6)

All Other
Compensation
($) (7)

Total
($)

James T. Prokopanko

2010

Large accelerated filer

Accelerated filer

Non- accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

GNS II (U.S.) Corp. S-1/A