10-K

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, 2008

¨    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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, 2007, the aggregate market value of the registrant’s voting common stock held by non-affiliates was approximately $10.86 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: 443,982,336 shares of Common Stock, par value $0.01 per share, as of July 22, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the registrant’s Annual Report to Stockholders for the fiscal year ended May 31, 2008 (Part I and Part II)

2. Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the 2008 Annual Meeting of Stockholders (Part III)

2008 FORM 10-K CONTENTS

Part I:		Page
Item 1.	Business	1
	•          Overview	1
	•          Business Segment Information	4
	•          Sales and Distribution Activities	20
	•          Competition	21
	•          Factors Affecting Demand	22
	•          Other Matters	23
	•          Executive Officers	25
Item 1A.	Risk Factors	27
Item 1B.	Unresolved Staff Comments	41
Item 2.	Properties	41
Item 3.	Legal Proceedings	41
Item 4.	Submission of Matters to a Vote of Security Holders	42
Part II:
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	Selected Financial Data	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	44
Part III:
Item 10.	Directors, Executive Officers and Corporate Governance	45
Item 11.	Executive Compensation	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accounting Fees and Services	45
Part IV:
Item 15.	Exhibits and Financial Statement Schedules	46
Signatures		S-1
Exhibit Index		E-1

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 over 40 countries. We have phosphate mining operations in Florida and phosphate production facilities in Florida and Louisiana; potash mines and production facilities in Saskatchewan, Canada, New Mexico and Michigan; strategic equity investments in phosphate production facilities in Brazil; and other production, blending or distribution operations or equity investments in nearly a dozen countries, including 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, 2008, Cargill owned approximately 64.4% 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 equity interest. We are organized into three business segments: Phosphates, Potash and Offshore. The following charts show the respective contributions to fiscal 2008 net sales and operating earnings for each of these business segments:

Phosphates Segment—We are the largest producer of phosphate fertilizer 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. In fiscal 2008, we accounted for approximately 15% of global production and 59% of U.S. production of phosphate fertilizer.

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

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degree, as animal feed ingredients. In fiscal 2008, we accounted for approximately 14% of global production and 38% of North American production of potash.

Offshore Segment—Our Offshore segment produces and/or markets phosphate-, potash- and nitrogen-based crop nutrients and animal feed ingredients. We have sales offices, fertilizer blending and bagging facilities, port terminals and warehouses in several key international countries, including Brazil. In addition, we own or have strategic investments in production facilities in Brazil and a number of other countries. Our operations and strategic investments in Brazil make us one of the largest producers and distributors of blended fertilizers in this key agricultural market.

Other—As of May 31, 2008, we had a 50% equity ownership interest in Saskferco Products Inc. (“Saskferco”), a Saskatchewan-based producer of nitrogen fertilizer and feed ingredient products. We were the exclusive marketing agent for Saskferco’s nitrogen products. “Other” net sales in the chart above include our fees from our marketing agreement with Saskferco as well as net sales from other sales of nitrogen products.

A more detailed discussion of our business segments is included below under “Business Segment Information.”

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 fertilizer 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 2008

The strong agricultural fundamentals and industry demand that began in the latter part of fiscal 2007 has continued throughout fiscal 2008 and into fiscal 2009. This is due in part to demand growth from countries that have been the traditional drivers for food production, such as India and Brazil. In addition there is increasing growth in the biofuels industry, such as the U.S. ethanol market. Our average price for diammonium phosphate fertilizer (“DAP”) rose to $513 per tonne in fiscal 2008 from $264 per tonne in fiscal 2007, and our average price for muriate of potash (“MOP”) rose to $226 per tonne in fiscal 2008 from $144 in fiscal 2007. Increasing raw material prices in the phosphate industry also exerted upward pressure on industry-wide phosphate prices and costs, and demonstrated the competitive advantage we have as a result of our position as a vertically integrated producer of both finished phosphate fertilizers and phosphate rock, as well as from our investments in infrastructure for sourcing sulfur. We have included a further discussion of our product and raw material prices 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”.

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Our strong cash flows during fiscal 2008 and the latter part of fiscal 2007 allowed us to prepay $1 billion in debt from May 1, 2007 through December 31, 2007, achieving our goal of reducing our long-term debt and marking a key milestone toward our goal of obtaining an investment grade credit rating. During the remainder of fiscal 2008, our cash flows allowed us to accumulate significant cash and we were able to eliminate a restriction on capital expenditures from our debt covenants, which should help enable us to grow our businesses in the future. By early June 2008, two of three credit rating agencies, Fitch Inc. and Standard and Poor’s Ratings Services, that rate our 7-3/8% senior notes due 2014 and 7-5/8% senior notes due 2016 (the “New Senior Notes”) had upgraded their ratings of the New Senior Notes and other unsecured debt to investment grade status.¹ As a result, most of the restrictive covenants relating to the New Senior Notes have fallen away. Certain restrictive covenants of the Senior Notes, as well as the restrictive covenants under our senior secured bank credit facility, continue to apply. We have included additional information about our debt reduction, cash flows, capital resources and liquidity, and debt covenants in Note 12 of our Consolidated Financial Statements and in our Management’s Analysis.

Our strong cash flows also allowed us to initiate quarterly dividends, with a quarterly dividend of $0.05 per share of common stock payable on August 21, 2008 to stockholders of record on August 7, 2008.

Other key developments during fiscal 2008 included:

• We announced long term potash capacity expansion plans in our Potash segment. The total planned expansions are expected to increase our annual capacity for finished product by more than five million tonnes. The expansions are projected to occur over the next twelve years. Some of the expansions are already underway while others are in the planning and approval stages. We have included additional material about our Potash segment’s expansion plans below under “Business Segment Information—Potash Segment—Canadian Mines.”

• We decided to restart one of two indefinitely closed phosphoric acid production lines at our South Pierce facility. The restart will allow us to utilize current excess granulation capacity to increase our production of DAP and MAP at our New Wales facility. The restart is expected to be operational in the second half of fiscal 2009 for the New Wales facility production. In addition, following certain debottlenecking projects at our Riverview facility, the restart of the South Pierce facility’s phosphoric acid production will permit us to increase our production of feed phosphates at our Riverview facility in calendar 2009. In addition, in fiscal 2008, we also engaged in other debottlenecking activities to increase our production capacities, including projects that increased the annual capacity of our Wingate phosphate rock mine from approximately 0.9 million tonnes to approximately 1.4 million tonnes.

• On July 14, 2008, we and the other primary investor in Saskferco announced a definitive agreement to sell Saskferco for approximately $1.6 billion. The transaction is subject to customary closing conditions, including approval under the Investment Canada Act and the Competition Act (Canada). Closing is anticipated in the third calendar quarter of 2008. Our share of the proceeds from the sale is expected to be approximately $800 million.

We have included additional information about developments in our business during fiscal 2008 in our Management’s Analysis.

¹ A security rating is not a recommendation to buy, sell or hold securities. Although a security rating may be subject to revision or withdrawal at any time by the assigning rating organization, any such revision or withdrawal would not affect the fall-away of the covenants relating to the Senior Notes. Each rating should be evaluated separately from any other rating.

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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.”

Phosphates Segment

We produce phosphate fertilizer and feed phosphate which are used in crop nutrients and animal feed ingredients, respectively. The principal inputs used in crop nutrients production are phosphate rock, sulfur and ammonia.

Phosphate Fertilizers and Animal Feed Ingredients

We are the largest producer of concentrated phosphate fertilizer and animal feed ingredients in the world. We have capacity to produce approximately 4.6 million tonnes of phosphoric acid (“P₂O₅”) per year, or about 10% of world capacity and 48% of U.S. 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 fertilizer and animal feed products, and is the most comprehensive measure of phosphate capacity and production and a commonly used benchmark in our industry. Our phosphoric acid production totaled approximately 4.2 million tonnes during fiscal 2008, accounting for approximately 12% of global production and 46% of U.S. phosphoric acid output last year.

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

• DAP. DAP is the most widely used high-analysis phosphate fertilizer 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 fertilizer 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.

We also sell Granular Triple Superphosphate (“GTSP”) that we source from third party producers. GTSP is the third most widely used high-analysis phosphate fertilizer worldwide. Unlike DAP and MAP, it contains no nitrogen and is used mostly on crops such as legumes that require little or no nitrogen.

In addition, our Phosphates segment is one of the largest producers and marketers of phosphate and potash-based animal feed ingredients in the world. We operate feed phosphate plants at our New Wales and Riverview facilities in Florida. The combined capacity of these facilities is 0.9 million tonnes per year. We market our feed phosphate under the leading brand names of Biofos^®, Dynafos^®, Monofos^® and Multifos^®.

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Our primary phosphate fertilizer and feed phosphate 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:

Annual capacity by plant at May 31, 2008 and production volumes by plant for fiscal 2008 are listed below:

(tonnes in millions)	Phosphoric Acid		Processed Phosphate (a) DAP/MAP/ MicroEssentials™		Feed Phosphate
Facility	Capacity (b)	Production	Capacity (b)	Production	Capacity (b)	Production
Florida:
Bartow	1.0	0.9	2.0	2.0	-	-
New Wales	1.7	1.7	3.9	2.9	0.7	0.7
Riverview	0.9	0.9	1.7	1.6	0.2	0.2
South Pierce (c)	0.2	-	-	-	-	-
	3.8	3.5	7.6	6.5	0.9	0.9
Louisiana:
Faustina	-	-	1.8	1.5	-	-
Uncle Sam	0.8	0.7	-	-	-	-
	0.8	0.7	1.8	1.5	-	-
Total	4.6	4.2	9.4	8.0	0.9	0.9

^(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.

^(c) In response to the strong customer demand worldwide for our products, we have decided to restart one of two indefinitely closed phosphoric acid production lines at our South Pierce facility. The restart will allow us to utilize current excess granulation capacity to increase our production of DAP and MAP at our New Wales facility. The restart is expected to be operational by November 2008 for the New Wales facility production. In addition, following certain debottlenecking projects at our Riverview facility, the restart of the South Pierce facility’s phosphoric acid production will permit us to increase our production of feed phosphates at our Riverview facility in calendar 2009.

The phosphoric acid from Uncle Sam is shipped to Faustina where it is used to produce DAP and MAP. Our Faustina plant also manufactures ammonia.

Our Riverview facility is subject to the mortgage granted under our senior secured credit facility. Our senior secured credit facility is described under “Capital Resources and Liquidity” in our Management’s Analysis.

Our production of 8.0 million tonnes of phosphate fertilizer for fiscal 2008 accounted for roughly 15% of world output and 59% of U.S. production.

Phosphate Rock

Phosphate rock is the key mineral used to produce phosphate fertilizer and feed phosphate. Our phosphate rock production totaled approximately 15.8 million tonnes in fiscal 2008 and accounted for approximately 9% of world production and 50% of U.S. 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.

All of our phosphate mines and related mining operations are located in central Florida. During fiscal 2008, we operated five active mines: Four Corners, South Fort Meade, Hookers Prairie, Hopewell and Wingate. We also 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.

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, our need for purchased phosphate rock could increase in the future, particularly as we develop our proposed Ona and Pine Level mines.

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 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.

Except at our Wingate mine, 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 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

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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.

The following table shows, for each of our phosphate mines, annual capacity at May 31, 2008 and rock production volume and grade for the past three fiscal years:

(tonnes in millions)		2008			2007			2006
Facility	Annual Capacity (a)	Production	Average BPL (e)	% P2O5 (f)	Production	Average BPL (e)	% P2O5 (f)	Production	Average BPL (e)	% P2O5 (f)
Four Corners	6.5	5.6	65.0	29.7	5.6	65.7	30.1	4.6	64.3	29.4
South Fort Meade	6.0	6.4	62.1	28.4	5.4	63.0	28.8	5.6	63.9	29.2
Fort Green (b)	-	-	-	-	-	-	-	3.7	59.2	27.1
Kingsford (c)	-	-	-	-	-	-	-	0.5	65.3	29.9
Hookers Prairie	2.0	2.3	64.6	29.6	2.1	64.9	29.7	1.6	64.3	29.4
Wingate (d)	1.4	1.0	62.9	28.8	-	-	-	0.5	63.2	28.9
Hopewell	0.5	0.5	68.8	31.5	0.6	66.1	30.2	0.4	68.0	31.1
Total	16.4	15.8	63.8	29.2	13.7	64.5	29.5	16.9	63.2	28.9

^(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) Our Fort Green mine was indefinitely closed as part of the restructuring of portions of our Phosphates segment operations in May 2006.

^(c) Our Kingsford mine was closed in September 2005.

^(d) Our Wingate mine was idled in November 2005 and reopened in June 2007.

^(e) 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.

^(f) 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.

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, 2008:

(tonnes in millions)	Reserve Tonnes (a) (b) (c)		Average BPL (d)	%P2O5
Active Mines
Four Corners	110.6		62.6	28.6
South Fort Meade	53.9		63.9	29.2
Hookers Prairie	25.5	(e)	65.1	29.8
Hopewell	1.4		66.4	30.4
Wingate	25.4	(f)	62.7	28.7
Total Active Mines	216.8		63.3	28.9
Future Mining
Ona	167.8		64.3	29.4
Pine Level	148.0	(g)	64.8	29.7
Total Future Mining	315.8		64.5	29.5
Total Mining	532.6		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. 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. As a result of the third party review, in fiscal 2008 we revised our estimate of the reserves in this tract from 23.6 million tonnes to 21.5 million tonnes. Prior to the Combination, IMC retained an independent third party to prepare annual valuation analyses, primarily for tax purposes, that included valuations of IMC’s reserves consistent with the information shown in the table above. In addition, as part of Cargill Crop Nutrition’s due diligence assessments of mining properties and phosphate reserves, CCN retained consultants to conduct analyses in connection with its acquisitions of the Wingate mine and part of the Ona mine. We have taken these IMC and CCN valuations and analyses into account in developing our calculations of 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, 504.8 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 62% to 67%.

^(e) Our lease of 2.2 million tonnes of the reserves shown at Hookers Prairie requires us to pay royalties of $1.25 per short ton of the reserves that we mine. These production royalties are generally credited against $250,000 advance royalties that we paid when we entered into the lease.

^(f) We acquired Wingate Tract 2, relating to 21.5 million tonnes of the reserves shown for the Wingate mine, in March 2004 pursuant to an agreement that requires us to pay the seller approximately $3.4 million by March 2010, unless we have not obtained all necessary permits. If we do not make this payment, the seller has an option for the subsequent 120 day period to repurchase Wingate Tract 2 from us for $4.5 million plus interest from the date of our purchase of Wingate Tract 2 in March 2004.

^(g) 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

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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.

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 Four Corners mine, 2.9 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 a lease that we have rights to extend to 2022.

• 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 $18 million annually at current production 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 U.S. government owns the mineral rights beneath approximately 551 acres shown in the table above for the South Fort Meade mine. The surface rights to this land are owned by SFMP. 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. Phosphate rock tonnage produced within the lease area to date is approximately 654,000 tonnes with corresponding royalties of approximately $0.8 million.

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 3.8 million long tons of sulfur during fiscal 2008. We purchase most of this sulfur from North American oil and natural gas producers who are required to remove or recover sulfur during the refining process.

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

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venture partner. Gulf 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 escalating prices and tight supply of sulfur during fiscal 2008 and 2009 in our Management’s Analysis.

Ammonia

We use ammonia together with phosphoric acid to produce both DAP and MAP. We used approximately 1.5 million tonnes of ammonia during fiscal 2008.

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. We also load railcars of ammonia to third parties at this facility. 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 2015. Ammonia is transported by pipeline from the terminals to our production facilities. We have long-term service agreements with the pipeline provider.

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.

In fiscal 2008, we entered into ammonia offtake agreements with a project sponsor who is pursuing the development of a world-scale petroleum coke gasification project on a site adjacent to our Faustina, Louisiana phosphate facility. Among other products, the gasification project would include the production of ammonia and sulfur. The agreement provides that we would market or purchase approximately 50% to 60% of the 1.3 million tonnes of ammonia contemplated to be produced at the complex on an annual basis. The agreement is subject to various conditions, including the project sponsor’s ability to obtain financing within certain timeframes and the successful construction and startup of the gasification project. Should the conditions be satisfied, we anticipate that purchases of ammonia under this agreement would reduce the amount of ammonia and sulfur that we currently purchase from existing suppliers, and would provide a more economical way in which to source a significant amount of our overall ammonia needs.

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.

Natural Gas

Natural gas is the primary raw material used to manufacture ammonia. At our Faustina facility, ammonia is manufactured on site. Natural gas accounted for 88% of the production cost of ammonia and 15% of the cost of

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our fertilizer production in Louisiana during fiscal 2008. The majority of natural gas is sourced through firm delivery physical contracts based on published index-based prices. 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.

Because our ammonia requirements for our Florida operations are purchased rather than manufactured on site, we use little natural gas in Florida.

Florida Land Holdings

We are a significant landowner in the State of Florida, which has had one of the fastest growing populations 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 property becomes available for uses other than 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 currently are assessing various strategies to optimize the value of our land assets.

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. 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 shafts and one solution mine, as well as two potash mines in the United States, including one shaft mine and one solution mine. We own related refineries at each of the mines to refine the mined potash.

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

Our current potash 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 accounts for approximately 14% of world capacity and 36% of North American capacity. Production during fiscal 2008, excluding tonnage produced for the third party at Esterhazy, totaled 7.9 million tonnes and accounted for approximately 14% of world production and 38% of North American production.

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The following table shows, for each of our potash mines, annual capacity at May 31, 2008 and volume of mined ore, average grade and finished product output for the past three fiscal years:

(tonnes in millions)	Annual Capacity (a)(b)	2008			2007			2006
Facility		Ore Mined	Grade % K2O (g)	Finished Product	Ore Mined	Grade % K2O (g)	Finished Product	Ore Mined	Grade % K2O (g)	Finished Product
Canada
Belle Plaine—MOP (c)	2.8	8.1	18.0	2.1	8.3	18.0	2.2	8.1	18.0	2.2
Colonsay—MOP (c)	1.8	3.6	27.2	1.4	3.3	27.1	1.3	3.5	26.8	1.2
Esterhazy—MOP (c)	5.3	11.3	25.5	4.1	11.7	25.2	3.9	9.8	24.2	3.4
Canadian Total	9.9	23.0	23.1	7.6	23.3	22.9	7.4	21.4	22.3	6.8
United States
Carlsbad—MOP (c)	0.6	3.3	11.5	0.4	3.5	11.3	0.5	3.4	11.9	0.5
Carlsbad—K-Mag® (d)	1.1	3.1	7.2	0.8	3.2	6.4	0.9	2.8	6.8	0.7
Carlsbad Total	1.7	6.4	9.4	1.2	6.7	9.0	1.4	6.2	9.6	1.2
Hersey—MOP (e)	0.1	0.2	26.7	0.1	0.2	26.7	0.1	0.2	26.7	0.1
United States Total	1.8	6.6		1.3	6.9		1.5	6.4		1.3
Totals	11.7	29.6	20.2	8.9	30.2	19.8	8.9	27.8	19.5	8.1
Total excluding toll production (f)	10.4	26.8		7.9	27.4		7.9	25.1		7.2

^(a) Finished product (“KCl”).

^(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, 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) MOP is the primary source of potassium for the crop nutrient industry.

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

^(e) In response to industry demand and higher prices, we decided not to carry out our prior plans to discontinue potash operations at our Hersey, Michigan facility and we currently plan to continue them for the foreseeable future. The Hersey facility also mines, processes and sells salt.

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

^(g) Grade % K₂0 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.

^(h) 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, 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.

Canadian Mines

We have three Canadian potash facilities containing four mine shafts, all located in the southern half of the Province of Saskatchewan, including our solution mine at Belle Plaine, two interconnected mine shafts at Esterhazy 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

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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.

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 long-term contract with a customer, 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 the customer 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 the customer, but only to the extent the customer has not received all of its available reserves under the contract. Based on our present calculations, we believe that our obligation to supply potash to the customer will expire in the fourth quarter of fiscal 2010, assuming the customer continues to take 1.1 million tonnes (which is the volume the customer has elected to take for calendar 2008) annually under the contract. The customer has expressed the view that our obligation will expire in November 2011, and we are currently in discussions to determine if a date can be mutually agreed upon by the parties. After expiration of the contract, the productive capacity at our Esterhazy mine currently used to satisfy our obligations under the contract will be available to us for sales to any of our customers at 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	12,733	10,039	109,365	132,137
Leased from Province	47,840	65,429	135,986	249,255
Leased from others	-	320	22,837	23,157
Total under control	60,573	75,788	268,188	404,549

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 and (ii) a percentage of the value of resource sales from our Saskatchewan mines. We also pay capital tax in other Canadian provinces. In addition to the Canadian resource

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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.

The Belle Plaine and Colonsay facilities, including owned and leased mineral rights, respectively, are subject to the mortgage granted under our senior secured credit facility. Our senior secured credit facility is described under “Capital Resources and Liquidity” in our Management’s Analysis.

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 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.

We have a long term potash capacity expansion plan in Saskatchewan, Canada in response to continuing robust global demand for potash. We expect the total planned expansions to increase our annual capacity for finished product by more than five million tonnes. The expansions are projected to occur over the next twelve years, with the first expansion production coming on line in calendar 2009. 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	581
Long-term leases	68,501	1,799	70,300
Total under control	68,501	2,380	70,881

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 three. 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.

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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.

At the Carlsbad facility, we mine and refine potash from 68,501 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 114 million tonnes of potash mineralization (calculated after estimated extraction losses) in three mining beds evaluated at thickness ranging from 4.5 feet to in excess of 11 feet. During fiscal 2008, we entered into new leases with the U.S. government with respect to 2,906 acres of mineral rights and including 4.8 million tonnes of potash mineralization. At average refinery rates, these ore reserves are estimated to be sufficient to yield 7.4 million tonnes of concentrates from sylvinite with an average grade of approximately 60% K₂O and 16.3 million tonnes of langbeinite concentrates with an average grade of approximately 22% K₂ O. At projected rates of production, we estimate that Carlsbad’s reserves of sylvinite and langbeinite are sufficient to support operations for more than 14 years and 18 years, respectively.

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 Heresy. These lands contain an estimated 40 million tonnes of potash mineralization contained in two beds ranging in thickness from 14 to 30 feet. The Hersey facility, including owned and leased mineral rights, is subject to the mortgage granted under our senior secured credit facility. Our senior secured credit facility is described under “Capital Resources and Liquidity” in our Management’s Analysis.

Royalties for the U.S. operations, which 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, amounted to approximately $6.0 million for fiscal 2008.

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, 2008 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	685.0	18.0	1,905.2
Colonsay	274.8	26.5	186.7
Esterhazy	588.8	24.5	381.9
sub-totals	1,548.6	22.0	2,473.8
United States
Carlsbad	113.6	9.2	-
Hersey	40.1	26.7	-
sub-totals	153.7	13.8	-
Totals	1,702.3	21.2	2,473.8

^(a) There has been no third party review of reserve estimates within the last three 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 a significant raw material used in the potash solution mining process. The purchase, transportation and storage of natural gas amounted to approximately 10% of our Potash segment’s production costs for fiscal 2008. Our two solution mines accounted for approximately 76% of our Potash segment’s total natural gas requirements for potash production. We purchase a portion of our natural gas requirements through fixed price physical contracts and use swap contracts and options to fix the price of an additional portion of future purchases. The remainder of our requirements is purchased either on the domestic spot market or under short-term contracts.

Offshore Segment

Our Offshore segment produces and markets phosphate-, potash- and nitrogen-based crop nutrients and animal feed ingredients and provides other ancillary services to wholesalers, cooperatives, independent retailers, and farmers in South America and the Asia-Pacific regions.

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Our Offshore segment has production and blending facilities, port facilities and distribution operations in several countries throughout the world and includes our strategic ownership interests in production facilities in Brazil. It serves as a market for the products of our Phosphates and Potash segments as well as its own products, and purchases and markets products from other suppliers worldwide. Our Offshore segment’s production facilities include plants that produce single superphosphate (“SSP”) and granulated single superphosphate (“GSSP”) fertilizer by mixing sulfuric acid with phosphate rock, bulk blending facilities, NPK plants and animal feed products. A bulk blending plant combines several fertilizer products of different analysis to make a mixture. An “NPK” plant combines varying amounts of nitrogen, phosphorous and potassium into a single granule.

The following chart shows the respective contributions to fiscal 2008 net sales and gross margin of our Offshore segment by region:

In addition, our equity in net earnings of nonconsolidated companies in Brazil for fiscal 2008 was $49.2 million.

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

Brazil Operations

Including our strategic investments, we are one of the largest producers and distributors of blended fertilizers for agricultural use in Brazil. Our fertilizer operations, together with our strategic investments in other Brazilian fertilizer companies, allow us to be vertically integrated and give us a significant presence in the Brazilian fertilizer market.

We own and operate eight bulk blending plants in Brazil and SSP plants at Paranagua and Cubatao. The Cubatao plant also produces animal feed ingredients. We also have a 62.1% ownership interest in Fospar, S.A. (“Fospar”). Fospar owns and operates a SSP granulation plant and a deep-water fertilizer port and throughput warehouse terminal facility in Paranagua. Together these plants annually distribute approximately 3.1 million tonnes of fertilizer in Brazil. We also have an import terminal that handles approximately 2.8 million tonnes of imported fertilizers.

We have a 19.9% direct and indirect interest in Fosfertil, a Brazilian publicly traded company. Fosfertil owns 100% of Ultrafertil, S.A. Fosfertil is the largest phosphate-based fertilizer manufacturer in Brazil, operating a phosphate rock mine and a phosphate processing facility. Ultrafertil is a significant nitrogen company in Brazil that operates two nitrogen plants, a modern port facility at Santos, a phosphate rock mine and two smaller phosphate processing facilities. In addition to our ownership interest in these entities, we have an offtake agreement to purchase phosphate rock, finished nitrogen and phosphate products totaling approximately 497,000 tonnes annually from Fosfertil and Ultrafertil for use in our Brazilian bulk-blending operations. See Part I, Item 3 “Legal Proceedings” in this report, with respect to a proposed merger involving our interest in Fosfertil and certain legal proceedings that we have brought in connection with the proposed merger.

Other Latin American Operations

In Argentina, we supply products and services to wholesale, retail and large farmer customers. In fiscal 2008, we distributed approximately 344,000 tonnes of nitrogen, phosphate and blended fertilizers in Argentina. Our

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Quebracho facility provides logistic services to third parties and provided throughput services for approximately 230,000 tonnes in fiscal 2008. In fiscal 2007, we opened a GSSP facility at Quebracho that produced approximately 237,000 tonnes in fiscal 2008. In addition, we provide agency services in Argentina for our Phosphates segment for sales to other importers.

In Chile, we distribute bulk blended and straight fertilizer products primarily to retail dealers. In fiscal 2008, we distributed approximately 234,000 tonnes of fertilizer products.

We also operate a blending plant in Mexico.

Asia-Pacific Operations

In China, we have a 35% interest in a 600,000 tonne per year capacity DAP production plant, a 60% interest in a 170,000 tonne per year capacity NPK plant and we own two 200,000 tonne per year capacity bulk blending plants.

In India, we have distribution facilities and a deep-water port facility to import fertilizer. We also serve as a marketing agent for our Phosphates segment and are a wholesale distributor of DAP in India. In fiscal 2008, we marketed approximately 2.3 million tonnes of phosphate fertilizer products in India.

In Thailand, we distribute fertilizer and have a 240,000 tonne per year capacity bulk blending facility. In fiscal 2008, we sold approximately 132,000 tonnes of blends and distributed another 70,000 tonnes of straight fertilizers in Thailand.

SALES AND DISTRIBUTION ACTIVITIES

United States and Canada

We have a United States and Canada sales and marketing team that serves our Phosphates and Potash business segments and also sells products purchased from Saskferco and unrelated third parties. We sell to wholesalers, cooperatives, independent retailers and national accounts.

Customer service and the ability to minimize shipping 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 facilities along or near the Mississippi and Ohio Rivers as well as in other key geographic regions of the United States and Canada. From these facilities, we market phosphate, potash and nitrogen fertilizers to customers who in turn resell the product to farmers in the United States and Canada.

International

Internationally, we market our Phosphates segment’s products through the Phosphate Chemicals Export Association, Inc. (“PhosChem”). PhosChem is an export association of United States phosphate producers. We also market our Phosphates segment’s products through our Offshore segment. During fiscal 2008, approximately 86%, by volume, of our export sales of phosphate crop nutrients were through PhosChem. We administer PhosChem on behalf of PhosChem’s member companies. We estimate that PhosChem’s sales represent approximately 81%, by volume, of total U.S. exports 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 2008, PhosChem’s concentrated phosphates exports to Asia were 60% of total shipments by volume, with India representing 51% of PhosChem’s total export shipments.

Our Saskatchewan potash products are sold through Canpotex Limited (“Canpotex”). Canpotex is an export association of Canadian potash producers. Canpotex sales are generally allocated among the producer members

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based on production capacity. We currently supply approximately 37.5%, 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 Offshore 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 Offshore segment also purchases phosphates, potash and nitrogen products from, or markets these products for, unrelated third parties.

To service the needs of customers, we own and operate a network of warehouse distribution facilities strategically located in key geographic areas throughout several countries. During fiscal 2008, our Offshore segment accounted for approximately 8.7% of our sales of phosphate crop nutrients produced in North America and 6.5% of our sales of potash crop nutrients produced in North America.

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 markets 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 fertilizers are global commodities available from numerous sources, fertilizer companies compete primarily on the basis of delivered price. Other competitive factors include product quality, procurement 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, integrated energy companies, and independent fertilizer 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 U.S. companies. Additionally, foreign competitors are frequently motivated by other factors such as the need for hard currency.

We have an “on the ground” presence in many key agricultural markets outside of North America, including the growth markets of Latin America and Asia. 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 accurate market intelligence.

Unlike many of our competitors, we have a distribution system to move phosphate-and potash-based fertilizers 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, including warehouse facilities in key agricultural regions. We also have an extensive network of distribution facilities internationally, including port terminals, warehouses, and blending plants in nine countries including Brazil, Argentina, Chile, China, India and Thailand. 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 manufacturers of phosphoric acid and are required to purchase this material on the open market.

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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. During fiscal 2008, worldwide market prices paid for phosphate rock purchased by non-integrated phosphates producers increased substantially, and we believe that our position as an integrated producer of phosphate rock provided us with a significant cost advantage over some competitors. In addition, we produce ammonia at our Faustina concentrates plant in quantities sufficient to meet approximately one quarter of our total ammonia needs. 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. During fiscal 2008, worldwide supplies of sulfur were tight, and market prices for sulfur increased substantially. We believe that our investments in sulfur infrastructure provided 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. In addition, those multiple production points afford us the flexibility to optimally balance supply and demand.

With no captive ammonia production in Florida, we are subject to significant volatility in our purchase price of ammonia from world markets.

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. 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 we are a low cost producer of potash-based crop nutrients, due in part to our scale and our strategic network of production and distribution facilities.

Offshore Segment

Our Offshore segment generally operates in highly competitive business environments in each of its markets, competing with local businesses and with products that are available from many other sources. We believe that our Offshore segment’s vertical integration with our own production businesses, as well as our focus on product innovation and customer solutions, position us with an advantage over many of our competitors. In addition, our relationships with Cargill’s agricultural operations provide us with additional sales opportunities. We have a strong brand in several of the countries in which we operate. In addition to having access to our own production, we 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.

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 recent

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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 surge in commodity pricing; governmental policies; 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. For example, in fiscal 2006, we experienced a more pronounced level of seasonality in our business than in prior years. We believe that the more pronounced level of seasonality was due to high natural gas and raw material prices that increased the selling price of our products, which led our customers to delay purchases, and a lessening of our international sales that we believe was to a significant degree due to an increasing Chinese self-sufficiency in phosphate fertilizers as well as ongoing weak farm economics in Brazil. 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 foreign operations are subject to risks from changes in foreign currencies. The costs of our Canadian operations are principally denominated in the Canadian dollar while its sales are principally denominated in the U.S. dollar. As a result, significant changes in the exchange rate of these two currencies can have a significant effect on our business and results of operations. We have included additional detail under “Market Risk” in our Management’s Analysis.

OTHER MATTERS

Employees

We had approximately 7,400 employees as of May 31, 2008, consisting of approximately 2,900 salaried and 4,500 hourly employees.

Labor Relations

As of May 31, 2008:

• We had eleven collective bargaining agreements with unions covering approximately 92% of our hourly employees in the U.S. and Canada. Of these employees, approximately 44% are covered under collective bargaining agreements scheduled to expire in fiscal 2009.

• Agreements with nine unions covered all employees in Brazil, representing 60% 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 materially adversely affect 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 24 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.

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EXECUTIVE OFFICERS

Information regarding our executive officers as of July 28, 2008 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	56	Senior Vice President—Potash Operations
Anthony T. Brausen	49	Vice President—Finance and Chief Accounting Officer
Richard L. Mack	40	Senior Vice President, General Counsel and Corporate Secretary
Richard N. McLellan	51	Senior Vice President—Commercial
Steven L. Pinney	54	Senior Vice President—Phosphates Operations and Supply Chain
James T. Prokopanko	55	Chief Executive Officer, President and Director
Cindy C. Redding	49	Vice President—Human Resources
Lawrence W. Stranghoener	54	Executive Vice President and Chief Financial Officer
Linda Thrasher	42	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 since March 2000.

Richard L. Mack. Prior to the Combination, Mr. Mack served as an attorney in Cargill’s worldwide law department since 1994, serving most recently as a Senior Attorney since 2000. In addition, prior to October 21, 2004, the day before the Combination, Mr. Mack was Senior Vice President and General Counsel of Mosaic from June 14, 2004. Upon joining Cargill in 1994, Mr. Mack’s responsibilities included working with Cargill’s worldwide crop nutrition businesses and several additional business segments and shared service organizations within Cargill.

Richard N. McLellan. Mr. McLellan was elected as Senior Vice President—Commercial in April 2007. Previously, he 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 fertilizer 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 fertilizer distribution.

Steven L. Pinney. Prior to the Combination, Mr. Pinney served as a Senior Vice President and then President of Cargill Fertilizer, Inc., a subsidiary of Cargill, and Business Segment Leader of Cargill’s Phosphates Production Business Segment from 1999 to October 2004. In addition, Mr. Pinney became Senior Vice President -Phosphates Operations of Mosaic on June 14, 2004 and Senior Vice President—Phosphates Operations and Supply Chain on July 19, 2007. Mr. Pinney joined Cargill in 1976 and previously held various management and engineering positions in its fertilizer and other agricultural businesses.

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

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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. She 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, she worked in various business administration and human resource roles, domestic and international, for Amoco Corporation, a world-wide integrated energy company.

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. Mr. Stranghoener also serves as a member of the board of directors of Kennametal Inc.

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 fertilizer, 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, Cargill and Mosaic have 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 has been 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.

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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. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business, financial condition or results of operations.

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.

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 fertilizer producers that can affect our prices and volumes.

Our most important products are concentrated phosphate fertilizers, 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 fertilizer producers.

Changes in competitors’ production or shifts in their marketing focus has 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 fertilizer 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 in the markets for both concentrated phosphate fertilizers and potash have announced plans to expand capacity over the next several years. The increases in phosphate fertilizer prices may also encourage capacity expansions by phosphate rock producers who sell to non-integrated producers of phosphate fertilizers. In

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addition, beginning in 2007 producers of concentrated phosphate fertilizers in China significantly expanded their export activities, while the Chinese government has more recently taken actions to curb exports in an effort to address food inflation in that country.

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 fertilizers, 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 nutrients 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 nutrients 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.

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.

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. The strongest demand for our products typically occurs during the spring planting season, with a second period of strong demand following the fall harvest. 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.

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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 current high rates at which these facilities are operating because of the recent increases in demand for our products increase the risk of a material disruption.

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. These facilities are currently operating at high rates, which 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.

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 2008, we derived approximately 67% 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;

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• unexpected changes in regulatory environments;

• increased government ownership and regulation of the economy in the markets 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;

• 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 markets in which we operate or in other developing markets could jeopardize or limit our ability to transact business in those markets 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 an ongoing 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 continue to 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, the 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.

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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.

Our operations are dependent on having the required permits and approvals from governmental authorities. A decision by a government agency to deny any of our permits and approvals or to impose 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. Expansion of our operations also is predicated upon securing the necessary environmental or other permits or approvals. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility.

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. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions could prevent us from mining at these properties and thereby have a material adverse effect on our business, financial condition or results of operations.

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 tests. In the event that we are unable to satisfy these financial 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 future, there can be no assurance that we will be able to pass the applicable tests of financial strength, 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. It is possible that we will not be able to comply with such regulations in the future or that the form and/or cost of compliance could increase, which could materially adversely affect our business, results of operations or financial condition.

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Currently, because of a change in our corporate structure resulting from the business combination between IMC Global Inc. and Cargill Crop Nutrition, we do not meet the financial responsibility tests under Louisiana’s applicable regulations. After consulting with the Louisiana Department of Environmental Quality, we requested an exemption from its financial assurance requirements seeking an alternate financial responsibility test with revised tangible net worth and U.S. asset requirements. Our request for an exemption was initially denied in May 2006. We continue to pursue discussions with the agency. There can be no assurance that the agency will grant the exemption or that we will be able to meet its terms. If the agency does not grant an exemption, we will be required to (i) seek an alternate financial assurance test acceptable to the agency, (ii) provide credit support, which may include surety bonds, letters of credit and/or cash escrows, currently in an amount of approximately $142.3 million, or (iii) enter into a compliance order with the agency.

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 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.

• 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.

• Commercial, tax and other disputes. For example, we are currently a defendant in a lawsuit by a private party attempting to recover damages for IMC Global Inc.’s alleged breach of a three-page non-binding letter of intent for the sale of a salt business. We are also involved in a dispute among the owners of Fosfertil, S.A. in Brazil relating to a proposed reorganization of Fosfertil, and various tax matters in, among other countries, the U.S. and Brazil.

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.

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Among other environmental laws, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, 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 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. These effects could be material.

Some of our 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.

The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and also require us to meet financial maintenance tests and other covenants. The failure to comply with such tests and covenants could have a material adverse effect on us.

The agreements governing our indebtedness contain various covenants, including those that restrict our ability to:

• borrow money, issue specified types of preferred stock or guarantee or provide other support for indebtedness of third parties, including guarantees to finance purchases of our products;

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• pay dividends on, redeem or repurchase our capital stock;

• make investments in or loans to entities that we do not control, including joint ventures;

• fund our Offshore business segment from our North American operations;

• transact business with Cargill except under certain circumstances;

• transfer our principal properties, stock of our subsidiaries and intercompany indebtedness to Mosaic Global Holdings Inc. and its subsidiaries (which primarily include our subsidiaries that mine and produce potash) from The Mosaic Company and its other subsidiaries;

• use assets as security in other transactions;

• sell assets, other than sales of inventory in the ordinary course of business, except in compliance with specified limits and up to specified dollar amounts, and in some cases require that we use the net proceeds to repay indebtedness or reinvest in replacement assets;

• merge with or into other companies;

• enter into sale and leaseback transactions;

• enter into unrelated businesses;

• prepay indebtedness; and

• enter into speculative swaps, derivatives or similar transactions.

In addition, our senior secured bank credit facilities require that we meet certain financial tests, including an interest expense coverage ratio test and a leverage ratio test. During periods in which product prices or volumes, raw material prices or availability, or other conditions reflect the adverse impact of cyclical market trends or other factors, we may not be able to comply with the applicable financial covenants.

Any failure to comply with the restrictions of our credit facilities or any agreement governing our other indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. Our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments, if accelerated, upon an event of default.

These covenants may limit our ability to effectively operate our business. For example, they could:

• increase our vulnerability to general adverse economic and industry conditions;

• make it difficult for us to optimally capitalize and manage the cash flow for our businesses;

• reduce stockholder returns by limiting distributions to stockholders or stock buybacks and restricting the types of investments we may make;

• limit our ability to expand through joint ventures or to fund our growth through external borrowings;

• limit our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

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• place us at a disadvantage to our competitors that are not limited by the same sort of restrictions; or

• limit our ability to borrow money or sell stock (other than the common stock of Mosaic) to fund our working capital, capital expenditures, acquisitions and debt service requirements and other financing needs.

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 $2.0 billion at May 31, 2008. As we continue to generate cash from operations, our cash and cash-equivalents should continue to increase except to the extent we reinvest in our business or make distributions to our stockholders. As discussed above, the restrictive covenants under our indebtedness limit our use of our cash and cash-equivalents. 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 fertilizer manufacturing or distribution companies that are not controlled by us. As 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.

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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:

• 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 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:

• 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;

• our estimates of the volumes of the brine inflow or storage capacity for brine at the Esterhazy mine are accurate;

• 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

• 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.

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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.

• 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.

• We experienced a fire at our Esterhazy mine in 2006. If our emergency procedures had not been successful, we might have had significant injuries or deaths. Mine operations were halted while we investigated the origin of the fire.

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. Any fire at our shaft mines at Colonsay, Saskatchewan and Carlsbad, New Mexico, could have a similar effect on us.

• 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. Saskferco also produces ammonia. 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, Saskferco’s facilities 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.

• 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. Our Louisiana facilities produce fluorosilicic acid and silica tetraflouride, both of which are hazardous chemicals, 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

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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.

We may be adversely affected by changing antitrust laws to which we are subject. The recent increases in crop nutrient prices have increased 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. The recent increases in crop nutrient prices have resulted in increased scrutiny of the crop nutrient industry under antitrust and competition laws and 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 the recent increases in food and crop nutrient prices.

The recent increases in prices for, among other things, food, fuel and crop inputs (including crop nutrients) have been the subject of significant discussion by various governmental bodies and officials throughout the world. 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 fertilizer industry is intense. In addition, fertilizer production facilities and distribution activities frequently benefit from economies of scale. As a result, particularly during pronounced cyclical troughs, the fertilizer industry has a long history of consolidation. Mosaic itself is the result of a number of industry consolidations. We expect consolidation among fertilizer 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

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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 and ammonia consumed in operations, freight and shipping costs and foreign currency exchange rates. We periodically enter into derivatives to mitigate these risks. However, our derivatives strategy may not be successful in minimizing our exposure to these fluctuations. See “Market Risk” in our Management’s Analysis and Note 16 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 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, 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. The shipping industry has a shortage of ships and 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.

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. The recent increases in prices for fertilizer, 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 will be 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.

The recent increases in prices for fertilizer 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

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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 our other stockholders do not support.

As of May 31, 2008, Cargill owned 64.4% 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 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 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.

As 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 by the expiration of the standstill restrictions in our Investor Rights Agreement with Cargill, which would enable Cargill to, among other things, increase its ownership percentage of our common stock above 64.4% 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.

Standstill provisions in our Investor Rights Agreement with Cargill restrict Cargill from acquiring additional shares of our common stock from our public stockholders and taking other specified actions as a stockholder of Mosaic. These restrictions will expire on October 22, 2008. Following the expiration of the standstill period, Cargill will be 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.

Until the end of the standstill period, the Investor Rights Agreement also requires that Cargill vote its shares of Mosaic common stock for the slate of director nominees recommended by the Mosaic Board of Directors, and that Cargill cause its nominees on the Mosaic Board of Directors to recommend the four directors designated by IMC or the successors designated by the IMC-designated directors. After the standstill period, Cargill will be free to seek to increase its representation on the Mosaic Board of Directors above seven members. This action could

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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.

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:

• Fosfertil Merger Proceedings. In December 2006, Fosfertil S.A. (“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, the existing ownership interests in Fosfertil would be diluted to less than 50% of the combined enterprise. In June 2006, Mosaic Fertilizantes do Brazil, S.A. (“Mosaic Fertilizantes”) filed a lawsuit against Fosfertil, Fertifos Administracão e Participacão S.A. (“Fertifos”, the parent holding company of Fosfertil) and other subsidiaries of Bunge Group (collectively, the “Bunge Parties”) in the Lower Court in Sao Paulo, Brazil, 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. In February 2007, Mosaic Fertilizantes petitioned the Brazilian Securities Commission, challenging, among other things, the valuation placed by the Bunge Parties on Fosfertil. Following an adverse decision in the Lower Court, Mosaic Fertilizantes appealed and, in August 2007, the Court of Appeals ruled in our favor, nullifying the actions taken at the April 2006 meeting of shareholders to replace our representatives on the Board of Fertifos and subsequent acts by the Fertifos Board. Subsequently, the Court of Appeals rejected various appeals by the Bunge Parties. The Bunge Parties then appealed directly to the Supreme Courts. In May 2008, the Lower Court ordered Fertifos and Fosfertil to reestablish the composition of the Board of Fertifos as constituted prior to the April 2006 shareholders meeting and to reverse certain

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other actions taken by Fertifos and Fosfertil since that meeting. The Bunge Parties filed interlocutory appeals against the Lower Court’s order and, in June 2008, the Court of Appeals granted injunctions to suspend the Lower Court’s order until a decision on the interlocutory appeals. In June 2008, the Supreme Court granted Fosfertil’s and Fertifos’ request for an injunction to suspend the enforcement of the judgment until a final decision by the Supreme Court on the appeals by the Bunge Parties. Mosaic Fertilizantes will vigorously defend the Court of Appeals’ August 2007 ruling in our favor and the Lower Court’s May 2008 order enforcing that ruling, and also appeal the injunction granted by the Supreme Court. If Mosaic Fertilizantes is not successful in these matters and the merger is consummated on the terms proposed by Fosfertil and Bunge Fertilizantes, Mosaic’s resulting ownership interest in the combined enterprise would be diluted based on the relative valuations ascribed to each entity in any such merger.

• Clean Air Act New Source Review. In January 2006 and March 2007, EPA Region 6 submitted administrative subpoenas to us under Section 114 of the Clean Air Act (“114 Requests”) regarding compliance of our Uncle Sam “A” Train and “D” Train Sulfuric Acid Plants with the “New Source Review” requirements of the Clean Air Act. The 114 Requests appear to be part of a broader EPA national enforcement initiative focused on investigating sulfuric acid plants through 114 Requests generally, followed by proceedings that seek reduction in sulfur dioxide emissions from these plants. We have responded to parts of the 114 Requests, and are engaged in ongoing discussions with EPA representatives to resolve this matter. We have established accruals to address penalties that we expect will be sought by the EPA as well as defense costs and expenses. The resolution of this matter will also require capital improvements, which we do not believe will have a material effect on our business or financial condition.

• Riverview Pipeline Release. In December 2005, our Riverview, Florida facility suffered a release of phosphogypsum slurry from a pipeline running from the manufacturing facility to the active phosphogypsum stack. The total amount of the release was approximately 40,000 gallons. Much of the release was contained, although a portion of it affected Archie Creek and resulted in some fish mortality. In February 2006, our Riverview facility suffered a release of contaminated storm water through a pipe in the swale at the base of the active phosphogypsum stack. Low pH water entered Archie Creek. In both cases, all required corrective action has been completed or is underway. In May 2007, the Florida Department of Environmental Protection issued a proposed consent order with a proposed penalty of approximately $177,500 for the two events referenced above. We entered a Consent Order with the Florida Department of Environmental Protection in May 2008 settling these matters for a total amount of approximately $77,500 and the matter has been closed.

Item 4. Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended May 31, 2008.

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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 12 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	4,467,099	$	20.28	18,952,514
Equity compensation plans not approved by stockholders	-		-	-
Total	4,467,099	$	20.28	18,952,514

^(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 2004 through 2008 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 Operation.

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.

43

Item 8. Financial Statements and Supplementary Data.

We have included our Consolidated Financial Statements, the Notes to Consolidated Financial Statements, the reports 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; Remediation of Material Weakness

We have included the following under “Management’s Report on Internal Control Over Financial Reporting” in our annual report to stockholders:

• management’s report on internal control over financial reporting;

• a discussion of our remediation of the material weakness that we reported in Part II, Item 9A in our annual report on Form 10-K for the fiscal year ended May 31, 2007; and

• the report of KPMG LLP, our independent registered public accounting firm, on our internal control over financial reporting.

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, 2008 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, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the remediation of the material weakness described above.

Item 9B. Other Information

None.

44

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 2008 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 2008 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,” “Certain Relationships and Related Transactions—Investor Rights Agreement,” and “Certain Relationships and Related Transactions—Registration Rights Agreement” included in our definitive proxy statement for our 2008 annual meeting of stockholders is incorporated herein by reference. The table set forth in Part II, Item 5, “Market for Registrant’s Common Stock and Related Stockholder Matters,” 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 2008 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 2008 annual meeting of stockholders is incorporated herein by reference.

45

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 10 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.

46

*********************************************

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 28, 2008

S-1

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 28, 2008
/s/ Lawrence W. Stranghoener Lawrence W. Stranghoener	Executive Vice President and Chief Financial Officer (principal financial officer)	July 28, 2008
/s/ Anthony T. Brausen Anthony T. Brausen	Vice President—Finance and Chief Accounting Officer (principal accounting officer)	July 28, 2008
* Robert L. Lumpkins	Chairman of the Board of Directors	July 28, 2008
* Guillaume Bastiaens	Director	July 28, 2008
* Raymond F. Bentele	Director	July 28, 2008
* Phyllis E. Cochran	Director	July 28, 2008
* Richard D. Frasch	Director	July 28, 2008
* William R. Graber	Director	July 28, 2008
* Harold H. MacKay	Director	July 28, 2008
* David B. Mathis	Director	July 28, 2008
* William T. Monahan	Director	July 28, 2008
* James L. Popowich	Director	July 28, 2008
* Steven M. Seibert	Director	July 28, 2008

*By:
	/s/ Larry W. Stranghoener
	Larry W. Stranghoener Attorney-in-fact

S-2

Exhibit Index

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
2.i.	Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc. (now known as The Mosaic Company (“Mosaic”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004 and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004*	Exhibit 2.1 to the Current Report on Form 8-K of Mosaic for October 22, 2004**
2.ii.	Letter Agreement dated April 11, 2005 to Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc., Global Nutrition Solutions, Inc., Cargill and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004 and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004	Exhibit 2 to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period ended February 28, 2005**
3.i.a.	Restated Certificate of Incorporation of Mosaic	Exhibit 3.1 to Mosaic’s Registration Statement on Form 8-A dated October 22, 2004**
3.ii.	Bylaws of Mosaic, as amended and restated effective July 17, 2008	Exhibit 3.ii. to the Current Report on Form 8-K of Mosaic for July 17, 2008**
4.ii.a.	Indenture dated as of December 1, 2006 between Mosaic and U.S. Bank National Association relating to the 7 3/8% Senior Notes due 2014 and 7 5/8% Senior Notes due 2016	Exhibit 4.ii.a. to the Current Report on Form 8-K of Mosaic for December 1, 2006**
4.ii.b.	Amended and Restated Credit Agreement, dated as of February 18, 2005, among Mosaic, Mosaic Fertilizer, LLC, Mosaic Global Holdings Inc. and Mosaic Potash Colonsay ULC, as Borrowers, the Foreign Borrowing Subsidiaries party thereto, the	Exhibit 4.ii.d. to the Current Report on Form 8-K of Mosaic for December 1, 2006**

E-1

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
	Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended and restated effective December 1, 2006
4.ii.c.	Amendment, dated as of May 18, 2007, to the Amended and Restated Credit Agreement, dated as of February 18, 2005, among Mosaic, Mosaic Fertilizer, LLC, Mosaic Global Holdings Inc. and Mosaic Potash Colonsay ULC, as Borrowers, the Foreign Borrowing Subsidiaries party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended and restated effective December 1, 2006	Exhibit 4.ii.e. to the Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2007**
4.ii.d.	Amendment, dated as of May 27, 2008, to the Amended and Restated Credit Agreement, dated as of February 18, 2005, among Mosaic, Mosaic Fertilizer, LLC, Mosaic Global Holdings Inc. and Mosaic Potash Colonsay ULC, as Borrowers, the Foreign Borrowing Subsidiaries party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended and restated effective December 1, 2006	Exhibit 4 to the Current Report on Form 8-K of Mosaic for May 27, 2008**
4.iii.	Registrant hereby agrees to furnish to the Commission, upon request, with all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries
10.i.a.	Registration Rights Agreement dated as of December 1, 2005 between Mosaic and U.S. Agri-Chemicals Corporation	Exhibit 10.1.b to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2005**
10.i.b.	Amendment No. 1 dated as of March 31, 2006 to Registration Rights Agreement dated as of December 1, 2005 between Mosaic and U.S. Agri-Chemicals Corporation	Exhibit 10.i.c. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**

E-2

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.a.	Investor Rights Agreement between Cargill, Cargill Fertilizer, Inc. and GNS I (U.S.) Corp. and Mosaic, as amended and restated as of August 17, 2006	Exhibit 10.ii. to the Current Report on Form 8-K of Mosaic for August 17, 2006**
10.ii.b.	Registration Rights Agreement, dated as of January 26, 2004, by and between Cargill and Mosaic	Annex C to the proxy statement/prospectus forming a part of Registration Statement No. 333-114300
10.ii.c.	Fertilizer Agency Agreement dated October 22, 2004 (effective July 7, 2005) between Cargill Limited and Mosaic (Canada) L.P.	Exhibit 10.ii.a. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended August 31, 2005**
10.ii.d.	Service Agreement dated July 11, 2005 (effective July 7, 2005) between Mosaic Fertilizer, LLC and Cargill International SA, Ocean Transportation Division	Exhibit 10.ii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended August 31, 2005**
10.ii.e.	Barge Freight and Sales Agreement between Mosaic Fertilizer, LLC and Cargo Carriers Division of Cargill Marine and Terminal, Inc. dated July 5, 2005	Exhibit 10.ii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended August 31, 2005**
10.ii.f.	Barter Agreement dated May 31, 2005 (effective July 7, 2005) between Cargill Agricola S.A. and Mosaic Fertilizantes Do Brasil S.A.	Exhibit 10.ii.g. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended August 31, 2005**
10.ii.g.	Services Agreement for Logistics and General Services dated May 16, 2006 between Mosaic de Argentina S.A. and Cargill S.A.C.I.	Exhibit 10.ii.p. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.h.	Services Agreement dated May 16, 2006 between Banco Cargill S.A. and Mosaic Fertilizantes do Brasil S.A.	Exhibit 10.ii.q. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.i.	Fertilizer Supply Agreement dated October 22, 2004 between Mosaic Canada Crop Nutrition, LP (formerly known as Mosaic (Canada) L.P.) and Cargill Limited	Exhibit 10.ii.s. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.j.	Fertilizer Supply Agreement dated October 22, 2004 between Mosaic and Cargill’s Ag Horizons business unit	Exhibit 10.ii.t. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**

E-3

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.k.	Fertilizer Supply Agreement dated January 4, 2006 between Mosaic S. de R.L. de C.V. and Agribrands Purina Mexico S.A. de C.V.	Exhibit 10.ii.v. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.l.	Agreement for Untreated White Muriate of Potash dated February 24, 2006 between Mosaic USA LLC and Cargill’s Salt business unit	Exhibit 10.ii.w. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.m.	Barter Agreement dated May 16, 2006 between Mosaic de Argentina S.A. and Cargill Agropecuaria S.A.C.I.	Exhibit 10.ii.x. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.n.	Fruit Purchase Contract 22059 dated May 16, 2006 and Fruit Purchase Contract 21932 dated August 31, 2005 between South Fort Meade Land Management Inc. and Cargill Juice North America, Inc.	Exhibit 10.ii.y. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.o.	Supply Agreement dated May 16, 2006 between Fertilizantes Mosaic S. de R.L. de C.V. and Nutrimentos Agropecuarios Purina S.A. de C.V. (NAPSA) related to supply of feed grade phosphates	Exhibit 10.ii.z. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.p.	Supply Agreement dated March 1, 2006 between Fertilizantes Mosaic S. de R.L. de C.V. and Proveedora de Alimentos Avepecuarios S.A. de C.V. (PROVI) related to supply of feed grade phosphates	Exhibit 10.ii.aa. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.q.	Supply Agreement dated May 16, 2006 between Mosaic Fertilizer, LLC and Cargill’s Animal Nutrition business segment, related to supply of feed grade phosphates in the United States and Canada	Exhibit 10.ii.bb. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.r.	Supply Agreement dated May 16, 2006 between Mosaic Fertilizer, LLC and Cargill’s Animal Nutrition business segment for the sale of feed grade phosphates to Cargill in Venezuela	Exhibit 10.ii.cc. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.s.	Supply Agreement dated May 18, 2006 between Mosaic Fertilizer, LLC and Cargill Philippines for the sale of feed grade phosphates to Cargill in the Philippines	Exhibit 10.ii.dd. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**

E-4

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.t.	Supply Agreement dated May 16, 2006 between Mosaic Fertilizer, LLC and Cargill Siam LTD. for the sale of feed grade phosphates to Cargill in Thailand	Exhibit 10.ii.ee. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.u.	Supply Agreement dated May 16, 2006 between Mosaic Fertilizer, LLC and Cargill for the sale of feed grade phosphates to Cargill in Vietnam, Indonesia and Taiwan	Exhibit 10.ii.ff. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.v.	Product Supply Agreement dated September 30, 2005 between Mosaic Fertilizantes do Brasil S.A. and Agribrands Purina do Brasil Ltda.	Exhibit 10.ii.gg. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.w.	Storage and Handling Agreement at Clavet Warehouse dated November 1, 2005, between Cargill Limited and Mosaic Canada ULC	Exhibit 10.ii.hh. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.x.	Product Purchase, Storage and Handling Agreement dated June 1, 2006, between Cargill and Mosaic Crop Nutrition, LLC	Exhibit 10.ii.ii. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.y.	Shared Service and Access Agreement at Port Cargill, MN dated October 22, 2004, between Cargill and GNS II (U.S.) LLC (now Mosaic Crop Nutrition, LLC)	Exhibit 10.ii.jj. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.z.	Shared Service and Access Agreement at Houston, TX dated October 22, 2004, between Cargill and GNS III (U.S.) LLC (now Mosaic Crop Nutrition, LLC)	Exhibit 10.ii.kk. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.ii.aa.	Master Services Agreement (“Master Services Agreement”) dated December 29, 2006, between Cargill and Mosaic	Exhibit 10.ii.a. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.bb.	Work Order dated December 29, 2006, between Mosaic and Cargill, through its Financial Services Center, under the Master Services Agreement	Exhibit 10.ii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.cc.	Work Order dated December 27, 2006, between Cargill Financial Services International, Inc. and Mosaic Fertilizantes do Brasil S.A. under the Master Services Agreement	Exhibit 10.ii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**

E-5

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.dd.	Work Order dated June 1, 2006, between Cargill North America HR Shared Services and Mosaic under the Master Services Agreement	Exhibit 10.ii.d. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.ee.	Services Agreement dated December 27, 2006, between Cargill Agricola S.A., Mosaic Fertilizantes do Brasil S.A., Mosaic Fertilizantes Ltda. and Fospar S.A.	Exhibit 10.ii.e. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.ff.	Supply Agreement dated December 29, 2006, between Mosaic Fertilizer, LLC and Crop Uruguay S.A.	Exhibit 10.ii.f. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.gg.	Phosphate Supply Agreement dated December 29, 2006, between Mosaic Crop Nutrition, LLC and Cargill Sociedad Anonima Commercial e Industrial	Exhibit 10.ii.g. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.hh.	Form of agreement for Customer Financial Solutions between Mosaic Fertilizantes do Brasil S.A. and Banco Cargill S.A.	Exhibit 10.ii.h. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.ii.	Product Supply Agreement dated December 22, 2006, between Mosaic de Argentina Sociedad Anonima, Mosaic Fertilizantes do Brasil S.A., and Cargill Agropecuaria S.A.C.I.	Exhibit 10.ii.i. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.jj.	Fruit Purchase Contract No. 22166 dated January 3, 2007, between South Ft. Meade Land Management Inc. and Cargill Juice North America, Inc.—2006/2007 Crop Year	Exhibit 10.ii.j. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.kk.	Fruit Purchase Contract No. 22166 dated January 3, 2007, between South Ft. Meade Land Management Inc. and Cargill Juice North America, Inc.—2007/2008 Crop Year	Exhibit 10.ii.k. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.ll.	Salt Storage and Handling Agreement dated May 1, 2006, between Mosaic Crop Nutrition, LLC and Cargill	Exhibit 10.ii.l. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 28, 2007**
10.ii.mm.	Sales Contract dated January 1, 2007 between Cargill and Mosaic Crop Nutrition, LLC	Exhibit 10.ii.oo. to the Annual Report on Form 10-K of Mosaic for the Fiscal Year Ended May 31, 2007**

E-6

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.nn.	Manufacturing Agreement dated April 11, 2005 between Mosaic Fertilizantes do Brasil S.A. and Cargill Nutracao Animal Ltda.—Purina (formerly known as Agribrands Purina do Brasil Ltda.)	Exhibit 10.ii.pp. to the Annual Report on Form 10-K of Mosaic for the Fiscal Year Ended May 31, 2007**
10.ii.oo.	Amendment dated March 30, 2006 to Manufacturing Agreement dated April 11, 2005 between Mosaic Fertilizantes do Brasil S.A. and Cargill Nutracao Animal Ltda.—Purina	Exhibit 10.ii.qq. to the Annual Report on Form 10-K of Mosaic for the Fiscal Year Ended May 31, 2007**
10.ii.pp.	Amendment dated July 4, 2006 to Manufacturing Agreement dated April 11, 2005 between Mosaic Fertilizantes do Brasil S.A. and Cargill Nutracao Animal Ltda.—Purina	Exhibit 10.ii.rr. to the Annual Report on Form 10-K of Mosaic for the Fiscal Year Ended May 31, 2007**
10.ii.qq	Form of Supply Agreement dated September 14, 2007 between Cargill, Limited and Mosaic Canada Crop Nutrition, L.P. for the supply of fertilizer products in Canada	Exhibit 10.ii.a. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.rr.	Form of Supply Agreement dated September 11, 2007, between Mosaic Fertilizer, LLC dba Mosaic Feed Ingredients, and Cargill for the supply of feed grade phosphates in Venezuela	Exhibit 10.ii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.ss.	Form of Supply Agreement dated September 12, 2007 between Mosaic Fertilizer, LLC dba Mosaic Feed Ingredients, and Cargill, Incorporated, Grain and Oilseed Crush business unit, for the supply of feed grade phosphates in the Philippines	Exhibit 10.ii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.tt.	Form of Supply Agreement dated September 12, 2007 between Mosaic Fertilizer, LLC dba Mosaic Feed Ingredients, and Cargill for the supply of feed grade phosphates in Thailand	Exhibit 10.ii.d. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.uu.	Form of Supply Agreement dated September 12, 2007 between Mosaic Fertilizer, LLC dba Mosaic Feed Ingredients, and Cargill Animal Nutrition, Inc. for the supply of feed grade phosphates in Vietnam, Indonesia and Taiwan	Exhibit 10.ii.e. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**

E-7

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.vv	Form of Supply Agreement dated September 7, 2007 between Mosaic Fertilizer, LLC dba Mosaic Feed Ingredients, and Cargill Animal Nutrition, Inc. for the supply of feed grade phosphates in the U.S. and Canada	Exhibit 10.ii.f. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.ww.	Form of Offer of General Services dated September 14, 2007 between Mosaic de Argentina S.A. and Cargill S.A.C.I.	Exhibit 10.ii.g. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.xx.	Form of Work Order dated September 12, 2007 between Cargill Agricola S.A. and Mosaic Fertilizantes do Brasil S.A., Mosaic Fertilizantes Ltda., and Fospar S.A. to the Master Services Agreement	Exhibit 10.ii.h. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.yy.	Form of Work Order dated September 12, 2007 between Cargill Agricola S.A. and Mosaic Fertilizantes do Brasil S.A., Mosaic Fertilizantes Ltda., and Fospar S.A. to the Master Services Agreement	Exhibit 10.ii.i. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.zz.	Form of Supply Agreement dated September 28, 2007 between Mosaic Crop Nutrition, LLC and Cargill S.A.C.I. for supply of DAP, MAP and MicroEssentials™ (S-15) in Argentina	Exhibit 10.ii.j. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2007**
10.ii.aaa.	Form of Barge Freight Contract dated January 23, 2008, between Cargo Carriers, a division of Cargill Marine & Terminal, Inc., and Mosaic Crop Nutrition, LLC	Exhibit 10.ii.a. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.bbb.	Form of amendment dated January 21, 2008 to the services agreement for logistics services dated May 16, 2006 between Mosaic de Argentina S.A. and Cargill S.A.C.I.	Exhibit 10.ii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.ccc.	Form of amendment dated January 21, 2008 to the services agreement for general services dated May 16, 2006 between Mosaic de Argentina S.A. and Cargill S.A.C.I.	Exhibit 10.ii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.ddd.	Form of Supply Agreement for Feed Grade Phosphates dated as of July 1, 2007 between Fertilizantes Mosaic Servicios, de R.L. de C.V. and Agribrands Purina Mexico, S.A. de C.V.	Exhibit 10.ii.d. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**

E-8

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.eee.	Form of Supply Agreement for Feed Grade Phosphates dated as of July 1, 2007 between Fertilizantes Mosaic Servicios, de R.L. de C.V. and Nutrimentos Agropecuarios Purina, S.A. de C.V.	Exhibit 10.ii.e. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.fff.	Form of Supply Agreement for Feed Grade Phosphates dated as of July 1, 2007 between Fertilizantes Mosaic Servicios, de R.L. de C.V. and Proveedora de Alimentos Avepecuarios, S.A. de C.V.	Exhibit 10.ii.f. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.ggg.	Form of Fertilizer Agency Agreement dated January 23, 2008, between Mosaic Canada Crop Nutrition, LP and Cargill Limited	Exhibit 10.ii.g. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.hhh.	Form of Supply Agreement for Feed Grade Phosphates dated January 23, 2008, between Mosaic Crop Nutrition, LLC and Cargill PLC	Exhibit 10.ii.h. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.ii.iii.	Form of Supply Agreement dated April 25, 2008, for the purchase of approximately 2,400 metric tons of triple superphosphate by Mosaic de Argentina S.A. from Cargill S.A.C.I. in Argentina		X
10.ii.jjj.	Form of Product Supply Agreement dated May 27, 2008, between Mosaic Fertilizantes do Brasil S.A. and Cargill Agricola S.A.		X
10.ii.kkk.	Form of Offer of Single Super Phosphate dated May 27, 2008 between Mosaic de Argentina S.A. and Cargill S.A.C.I.		X
10.ii.lll.	Form of Supply Agreement dated May 29, 2008 for DAP/MAP/S-15 between Mosaic Crop Nutrition, LLC and Cargill S.A.C.I.		X
10.ii.mmm.	Form of Schedule of Services dated May 28, 2008 between Cargill Agricola, S.A., Mosaic Fertilizantes do Brasil, S.A., Mosaic Fertilizantes Ltda., Mosaic Fertilizantes Limited and Fospar, S.A. to the Master Services Agreement		X
10.ii.nnn.	Form of Supply Agreement dated May 29, 2008, for the sale of feed grade phosphates, urea and potash in North America between Mosaic Crop Nutrition, LLC dba Mosaic Feed Ingredients and Cargill Animal Nutrition, Inc.		X

E-9

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.ii.ooo	Form of Product Supply Agreement dated May 29, 2008, between Mosaic Fertilizantes do Brasil S.A., Mosaic Fertilizantes Limited and Seara Alimentos S.A.		X
10.ii.ppp	Forms of Renewals of Supply Agreements dated May 29, 2008, for the sale of feed grade phosphates in the Philippines and Thailand between Mosaic Crop Nutrition, LLC dba Mosaic Feed Ingredients and Cargill, Incorporated.		X
10.ii.qqq	Form of Renewal of Supply Agreement dated May 31, 2008, for the sale of feed grade phosphates in Vietnam, Indonesia and Taiwan between Mosaic Crop Nutrition, LLC dba Mosaic Feed Ingredients and Cargill Animal Nutrition, Inc.		X
10.ii.rrr	Form of Renewal of Supply Agreement dated May 29, 2008, for sale of feed grade phosphates in the United Kingdom between Mosaic Crop Nutrition, LLC and Cargill PLC.		X
10.ii.sss	Form of Renewal of Supply Agreement dated May 31, 2008, for sale of monocalcium phosphates in Malaysia between Mosaic Crop Nutrition, LLC dba Mosaic Feed Ingredients and Desa Cargill Sdn. Bhd.		X
10.ii.ttt	Form of Renewal of Supply Agreement dated May 31, 2008 for sale of monocalcium phosphates in Malaysia between Mosaic Crop Nutrition, LLC dba Mosaic Feed Ingredients and Cargill Feed Sdn. Bhd.		X
10.ii.uuu.	Form of Amendment dated May 16, 2007 to the Product Supply Agreement dated December 22, 2006, between Mosaic de Argentina Sociedad Anonima, Mosaic Fertilizantes do Brasil S.A. and Cargill Agropecuaria S.A.C.		X
10.ii.vvv.	Form of Amendment dated May 29, 2008 to add Cargill Bolivia S.A. as a party to the Product Supply Agreement dated December 22, 2006, between Mosaic de		X

E-10

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
	Argentina Sociedad Anonima, Mosaic Fertilizantes do Brasil S.A. and Cargill Agropecuaria S.A.C.I.
10.ii.www.	Description of Related Party Transactions	Note 23 of Notes to the Consolidated Financial Statements that are incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data”
10.iii.a.***	The Mosaic Company 2004 Omnibus Stock and Incentive Plan (as amended October 4, 2006)	Appendix B to the Proxy Statement of Mosaic dated August 23, 2006**
10.iii.b.***	Form of Employee Non-Qualified Stock Option under The Mosaic Company 2004 Omnibus Stock and Incentive Plan	Exhibit 10.iii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2004**
10.iii.c.***	Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan	Exhibit 10.iii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2004**
10.iii.d.***	Form of Employee Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan	Exhibit 10.iii.d. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended November 30, 2004**
10.iii.e.***	Description of Executive Financial Planning Program	Item 1.01 of Mosaic’s Current Report on Form 8-K for May 12, 2005**
10.iii.f.***	Description of Executive Physical Program	Fourth Paragraph of Item 1.01 of Mosaic’s Current Report on Form 8-K for May 26, 2005**
10.iii.g.***	Description of Mosaic Management Incentive Program		X
10.iii.h.***	Form of Employee Non-Qualified Stock Option under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, effective August 1, 2005	Exhibit 99.1 to the Current Report on Form 8-K of Mosaic for August 2, 2006**
10.iii.i.***	Form of Employee Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, effective August 1, 2005	Exhibit 99.2 to the Current Report on Form 8-K of Mosaic for August 2, 2006**
10.iii.j.***	Summary of Board of Director Compensation of Mosaic		X

E-11

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.iii.k.***	The Mosaic Company Nonqualified Deferred Compensation Plan, effective January 1, 2006	Exhibit 10.iii.p. to the Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2006**
10.iii.l.***	Transition Agreement, dated September 30, 2006, between Mosaic and Fredric W. Corrigan	Exhibit 10.1 to the Current Report on Form 8-K of Mosaic for September 30, 2006**
10.iii.m.***	Resignation Agreement, dated March 14, 2007, between Mosaic and David W. Wessling	Exhibit 10.iii.o. to the Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2007**
10.iii.n.***	Retirement Agreement, dated March 30, 2007, between Mosaic and James T. Thompson	Exhibit 10.iii.p. to the Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2007**
10.iii.o.***	Supplemental Retirement Agreement, dated January 1, 2000, between Mosaic Canada ULC (formerly known as IMC Canada Ltd.) and Norman B. Beug	Exhibit 10.iii.q. to the Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2007**
10.iii.p.***	Form of Employee Non-Qualified Stock Option under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, approved July 6, 2006	Exhibit 99.3. to the Current Report on Form 8-K of Mosaic for August 2, 2006*
10.iii.q.***	Form of Employee Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, approved July 6, 2006	Exhibit 99.4. to the Current Report on Form 8-K of Mosaic for August 2, 2006**
10.iii.r.***	Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, effective August 4, 2006	Exhibit 99.5. to the Current Report on Form 8-K of Mosaic for August 2, 2006**
10.iii.s.***	Form of Retirement Compensation Arrangement Trust Agreement between Mosaic Canada ULC (formerly known as IMC Canada Ltd.), Mosaic Potash Esterhazy Limited Partnership (formerly known as IMC Esterhazy Canada Limited Partnership) and Royal Trust Corporation of Canada to provide benefits for certain Canadian employees		X

E-12

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
10.iii.t***	Form of Amendment to Employee Restricted Stock Unit Award Agreements granted in 2006 and 2007 to executive officers under The Mosaic Company 2004 Omnibus Stock and Incentive Plan	Exhibit 10.iii.a. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.iii.u***	Form of Senior Management Severance and Change in Control Agreement, approved February 7, 2008	Exhibit 10.iii.b. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
10.iii.v***	Form of Amended and Restated Senior Management Severance and Change in Control Agreement, approved February 7, 2008	Exhibit 10.iii.c. to the Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period Ended February 29, 2008**
13	The portions of Mosaic’s annual report to stockholders that are specifically incorporated by reference		X
21	Subsidiaries of the Registrant		X
23.1	Consent of KPMG LLP, independent registered public accounting firm for Mosaic		X
24	Power of Attorney		X
31.1	Certification of Chief Executive Officer Required by Rule 13a-14(a)		X
31.2	Certification of Chief Financial Officer Required by Rule 13a-14(a)		X
32.1	Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code		X
32.2	Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code		X

* Mosaic agrees to furnish supplementally to the Commission a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request.

** SEC File No. 001-32327

*** Denotes management contract or compensatory plan.

E-13

EX-10.II.III

Exhibit 10.ii.iii.

SUPPLY AGREEMENT

TSP – ARGENTINA

DATE:	APRIL 25, 2008
SELLER:	CARGILL S.A.C.I.
BUYER:	MOSAIC DE ARGENTINA S.A.
PRODUCT:	TSP
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	ARGENTINA
PERIOD:	ONE-TIME SPOT SALE
PRICING:	$ 500 MT
QUANTITY:	2,400 MT
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	100% AGAINST INVOICE AFTER 7 WORKING DAYS

CARGILL S.A.C.I.	MOSAIC DE ARGENTINA S.A.
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.JJJ

Exhibit 10.ii.jjj.

PRODUCT SUPPLY AGREEMENT

On the one hand, the SUPPLIER, namely MOSAIC FERTILIZANTES DO BRASIL S.A., with its principal offices at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, here represented according to its articles of incorporation; and on the other hand, the PURCHASER, namely CARGILL AGRÍCOLA S.A., with its principal offices at Avenida Morumbi, 8234, CNPJ no. 60.498.706/0001-57 and IE no. 104.871.489.118, here represented according to its articles of incorporation and hereinafter simply called the PURCHASER, hereby agree to the following:

I. OBJECT OF THE AGREEMENT

1.1. The Supplier is the manufacturer, on its own account and at its own risk, of fertilizers, which have been duly registered at the Ministry of Agriculture and which hereinafter are simply called PRODUCTS;

1.2. The Supplier hereby agrees to produce and supply the Products to the Purchaser, and the Purchaser agrees to send the monthly schedule of deliveries seven (7) days in advance.

1.3. The Products must be supplied in accordance with applicable and existing legislation.

II. CONDITIONS

2.1. The Products will be available at the plants and warehouses of the Supplier and the Products may be picked up at these locations under FOB or CIF conditions, as stated in the sale orders.

2.2. The Purchaser will bear all costs and responsibility for the delivery of the Supplier’s Products to the Purchaser, including freight and insurance, except when such burden is transferred to the Supplier under previous agreement.

2.3. The Supplier must supply the Products to the Purchaser in fifty-kilo or big bags, in accordance with the Purchaser’s needs. The Products must have the Mosaic Standard of Quality known and approved by the Purchaser and which must remain throughout the term of this agreement and any extensions thereof.

2.4. Once the Product is received by the Purchaser, the Product will be submitted to the Purchaser’s Quality Control, which will verify if the Product complies with the Quality Standard agreed to between the parties, if the Product has the necessary specifications and is suitable for the purposes intended by the Purchaser and if the Product does not have any deviations which prevent the Product from being used as planned. The Purchaser will have seven (7) days to approve or reject the product. The above time will be automatically extended if any Quality Standard deviations or other non-compliant issues are observed; the time agreed will start on the date the Purchaser becomes aware of any deviation or issue involving the Product delivered to the Purchaser.

2.5. Any batches of Product rejected by the Purchaser must be replaced by the Supplier within seven (7) days after the Supplier is notified of such non-acceptance of the Product, and such notice will be made in writing and all expenses arising from the non-use and replacement of the Product will be borne by the Supplier.

III. PRICE AND PAYMENT

3.1. The price of the Product, ready and packed to be sold by the Supplier to the Purchaser will be agreed at the time the order is placed and will be negotiated between the parties, based on the average prevailing market price, and including all taxes and packaging.

3.2. In the event any taxes incurring on the operations hereunder are reduced, raised, eliminated or created, the agreed prices will be reviewed at the same time and in the same proportion such taxes have changed the agreed price, and all taxes and/or contributions incurring on the operations and the supply the object of this agreement will be borne by the Purchaser.

3.3. The procedure to possibly adjust the price of the Product will not be reason for the Suppler interrupt the supply of the Product to the Purchaser, and such supply will be maintained under the conditions agreed to hereunder.

3.4. The Purchaser will pay for the product on the dates agreed to in the sales orders, using a proper bank payment form issued by the Supplier.

3.5. In the event the Purchaser fails to pay on the due dates any of the amounts payable hereunder, any amounts in arrears will be updated based on the IGP-M (FGV) index and will include a two-percent (2%) fine and late interest amounting to one percent (1%) per month. At its own discretion the Supplier will be entitled to cancel this agreement.

IV. TERM

4.1. The term of this agreement is twelve (12) months as of the date of the execution thereof and will be automatically renewed if none of the parties notifies otherwise, as provided under Clause V hereof.

V. CANCELLATION

5.1. This agreement may be cancelled by any of the parties hereof without any charges upon previous notice in writing at least 30 days in advance by one of the parties to the other.

5.2. Between the date the notice is given and the date the agreement is actually cancelled the Supplier will continue supplying the Product as agreed to hereunder.

5.3. This agreement may be cancelled regardless of any notice, summons, or judicial or extrajudicial notification of any kind, in the event of breach of any of the clauses hereof by any of the parties hereto, as well as in the event of bankruptcy or receivership by any of the parties.

5.4. The provisions of the above clause will not be applied in the event any of the parties does not comply with the clauses and conditions hereof because of fortuitous case or force majeure, as provided under Article 393 of the Brazilian Civil Code. In such event, the party that interrupts its activities must promptly communicate such fact to the other party, describing the cause for such intervention and endeavoring its best efforts to remedy such interruption as soon as possible, in order to continue the proper performance of its contractual obligations.

VI. GENERAL PROVISIONS

6.1. Each of the parties will regard any private information from the other party as confidential information and will not use or disclose such information to any third parties, except as necessary under the supply agreed to hereunder or as provided under the law, during the period in which this agreement is effective and even after the termination thereof.

6.2. The parties hereby declare under penalty of law that the people executing this agreement are the legitimate legal representatives of the parties and are empowered to assume this covenant.

6.3. The parties elect the Sao Paulo Court, state of São Paulo, as the sole jurisdiction to address any doubts or disputes arising hereunder, over any other jurisdiction, no matter how privileged.

The parties execute this agreement in two (2) copies of equal form and content, in the presence of the witnesses below.

Sao Paulo,

MOSAIC FERTILIZANTES DO BRASIL S.A.

CARGILL AGRÍCOLA S.A.

WITNESSES:
Name:	Name:
CPF/MF:	CPF/MF:

EX-10.II.KKK

Exhibit 10.ii.kkk.

Buenos Aires, May 27, 2008.

Messers

Cargill S.A.C.I.

Av. Leandro N. Alem 928 Piso 9

City of Buenos Aires

Dear Sirs,

In our capacity as Representatives of MOSAIC DE ARGENTINA S.A., hereinafter referred to as “MOSAIC”, domiciled at Avda. Leandro N. Alem 928, piso 9°, City of Buenos Aires, we hereby make the following Commercial Offer (the “Offer”) to you, hereinafter referred to as “CARGILL”, which offer consists in a Simple Super Phospate

In case you accept the Offer herein, it shall be governed by the terms and conditions stated below, namely:

SECTION ONE. PURPOSE

Pursuant to the Offer herein, in the event you accept it, MOSAIC undertakes to sell Simple Super Phosphate to CARGILL without exclusivity, subject to the condition that the price to be agreed upon and the sales conditions are at arms’ length from both parties

The Offer herein shall be deemed implicitly accepted by you upon the first purchase order made by effective means after receipt of the Offer hereof.

SECTION TWO:TERM

In addition, the Offer herein, if accepted by you, shall be valid and binding as from the date of acceptance thereof, and up until May 31, 2009.

SECTION THIRD. SALES VOLUME.

MOSAIC does not undertake to sell to CARGILL, neither a minimum, nor a maximum volume of Simple Super Phosphate.

SECTION FOUR:TERMINATION

Having been accepted by you, the commercial relation arising hereof may be terminated either by CARGILL or by MOSAIC, at their exclusive discretion, without cause, by serving due notice thereof by effective means, no less than thirty (30) days in advance of the relevant termination date, provided always no obligation to pay or right to receive indemnification shall arise therefrom.

SECTION FIVE: ASSIGNMENT

Neither of the Parties may assign, or transfer under any title, and/or grant license under the rights and/or obligations arising from this Offer, nor under the Offer itself, to any individual or entity, without the prior express consent of the other Party.

SECTION TEN: DOMICILE – CONFLICT RESOLUTION

For all legal purposes, CARGILL hereby sets its domicile at Avda Leandro N. Alem 928, piso 9º, City of Buenos Aires, and MOSAIC at Avda Leandro N. Alem 928, piso 9, City of Buenos Aires. Any controversy that may arise between the Parties in relation to the Offer herein, its existence, validity, qualification, construction, scope or performance that cannot be resolved amicably by the Parties shall be submitted to the final and binding judgment of the District Court of the City of Buenos Aires [Tribunales Ordinarios de la Ciudad Autónoma de Buenos Aires].

By Mosaic de Argentina S.A.:

Name:Sergio Garcia and Enrique Clausen

Title:Agents

EX-10.II.LLL

Exhibit 10.ii.lll.

SUPPLY AGREEMENT

Argentina

DATE:	May 29, 2008
SELLER:	MOSAIC CROP NUTRITION, LLC
	8813 HWY 41 SOUTH RIVERVIEW, FL 33569
BUYER:	CARGILL S.A.CI.
	Elevatores Central
	Leandro No Alem 928
	Piso 11 (CP 1001 Buenos Aires)
	Argentina
PRODUCT:	DAP AND MAP/S-10/S-15
SPECIFICATIONS:	SPECIFICATIONS ATTACHED PURSUANT TO GEOGRAPHIC LOCATIONS
MARKET:	ARGENTINA
PERIOD:	JUNE 1, 2008 – MAY 31, 2009
PRICING:	MARKET AT TIME OF SALE
QUANTITY:	EST. 100,000 – 150,000 METRIC TONS ANNUALLY
DELIVERY:	DETERMINED AT TIME OF SALE
PAYMENT:	WIRE TRANSFER UPON RECEIPT OF DOCUMENTS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (SEE ATTACHED)

CARGILL S.A.C.I.	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

SALE CONFIRMATION,

CONTRACT AND SHIPPING ORDER

8813 Highway 41 South Riverview, FL 33569

Telephone: 813-677-9111 FAX: 813-671-6146

	Date:
	Contract No.
SOLD TO:
CARGILL S.A.C.I ARGENTINA
BILL TO:	SHIP TO:
CARGILL S.A.C.I. ARGENTINA	ARGENTINA

COMMODITY:

SPECIFICATION:

PACKING:

QUANTITY:

PRICE:

COMMODITY:

SPECIFICATION:

PACKING:

QUANTITY:

PRICE:

PAYMENT TERMS:	WIRE TRANSFER 30 DAYS FM BOL DATE
SHIPMENT:	LAYCAN:
	VESSEL:
	DISPORT:
WEIGHTS:	IF LOADED AT MOSAIC’S RIVERVIEW TERMINAL, BASIS TERMINAL WEIGHTS, OTHERWISE WEIGHTS TO BE DETERMINED BY DRAFT SURVEY AND SUPPORTED BY INDEPENDENT CERTIFICATE OF WEIGHT. DRAFT SURVEYOR TO BE APPOINTED BY THE SELLER.
DOCUMENTS:	COMMERCIAL INVOICE IN DUPLICATE PLUS 2 NON-NEGOTIABLE COPIES. 3 ORIGINAL FULL SETS OF CLEAN ON BOARD BILLS OF LADING EVIDENCING LOADING AT USA PLUS 3 NON-NEGOTIABLE COPIES CERTFICATE OF WEIGHT ISSUED BY INDEPENDENT SURVEYOR IN DUPLICATE
	CERTIFICATE OF ANALYSIS ISSUED BY INDEPENDENT SURVEYOR IN DUPLICATE
	CERTIFICATE OF ORIGIN DULY ISSUED, SIGNED AND STAMPED BY THE COMPETENT AUTHORITY AT LOAD PORT IN DUPLICATE
	CERTIFICATE OF HOLD CLEANLINESS ISSUED BY INDEPENDENT SURVEYOR IN DUPLICATE
TYPE OF ANALYSIS:	CERTIFICATE OF ANALYSIS ISSUED BY INDEPENDENT SURVEYOR AND FINAL AT LOADPORT
INSURANCE:	INSURANCE TO BE ARRANGED BY AND FOR THE ACCOUNT OF BUYER
DISCHARGE RATE:
DEMURRAGE/ DESPATCH:

SPECIAL TERMS/ CONDITIONS:	1)	LATEST INCO TERMS APPLY
	2)	CONTACT KRISTIAN PETERSON AT 813-671-6287 FOR SHIPPING COORDINATION
	3)	CONTACT KRISTI DULKOSKI AT 813-672-6434 FOR CONTRACT COORDINATION
	4)	OVERAGE INSURANCE CLAIMS ON VESSELS (IF APPLICAGLE) MUST BE RECEIVED NO LATER THAN 90 DAYS FROM BILL OF LADING DATE. INSURANCE PREMIUMS ARE PAYABLE UPON RECEIPT WITH A COPY OF AN ORIGINAL INVOICE FROM THE INSURANCE COMPANY AND UP TO A MAXIMUM OF LONDON SCALE RATES

This Contract constitutes a purchase of the Commodity by Buyer from Mosaic Fertilizer, LLC on the terms and conditions set forth above and the attached Additional Terms and Conditions. Retention of this Contract without immediate written objection to specific terms and conditions shall constitute Buyer’s acceptance of all terms and conditions incorporated herein. In the event of any inconsistency between this Contract and Buyer’s contract, the terms and conditions hereof shall control.

PLEASE SIGN AND RETURN DUPLICATE COPY

ACCEPTED:
(BUYER) Cargill S.A.C. I.	(SELLER) Mosaic Fertilizer, LLC
(At address shown on page one)
BY	BY
Date:	Date:

INTERNATIONAL SALE CONFIRMATION, CONTRACT AND SHIPPING ORDER ADDITIONAL TERMS AND CONDITIONS

The following terms and conditions are incorporated into this Contract, except to the extent otherwise specifically provided on the face of this Contract.

1. This Contract shall be governed by the laws of the State of Florida and the United States of America (disregarding conflict of laws rules). Any controversy or claim arising out of or relating to this Contract or the breach hereof shall be settled by arbitration conducted in English in Tampa, Florida, in accordance with the International Arbitration Rules of the American Arbitration Association now in effect. Any determination made by the arbitrator(s) shall be final and binding. Judgment on any award may be entered in any court of competent jurisdiction. The arbitrators shall have no authority to award punitive damage.

2. Seller’s weights, taken at shipping points, shall be conclusive. No allowance shall be made for waste, leakage, loss or damage after loading and delivery to the carrier.

3. All claims on account of weight, quality, deviation from specifications, loss or damage to Commodity or otherwise are waived by Buyer unless made in writing and delivered to Seller within fifteen (15) days after arrival of the Commodity at destination. All Claims must state with particularity the claim made, the basis thereof and include the support therefor.

BUYER’S EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF THE CONTRACT SHALL BE LIMITED TO, AT SELLER’S OPTION, EITHER REPLACEMENT OF THE NONCONFORMING COMMODITY OR REFUND OF THE PURCHASE PRICE. BUYER FURTHER AGREES THAT SELLER SHALL NOT BE LIABLE FOR SPECIAL,

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, WHETHER GROWING OUT OF THE NON-DELIVERY, USE, INABILITY TO USE, STORAGE, TRANSPORTATION OR HANDLING OF SAID COMMODITY, OR ANY OTHER CAUSE AND WHETHER THE CLAIM IS BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT.

4. Buyer represents that it is familiar with the characteristics, qualities and potentialities of the Commodity. Seller shall not be liable for the results obtained in using the Commodity sold hereunder, either alone or in combination with other substances, and shall not in any case be liable for injury to or death of persons, damages to property or economic loss resulting from or connected with the use, treatment, storage, transportation or handling of the Commodity, whether alone or in combination with other substances; and Seller agrees to indemnify Buyer with respect to any and all of the foregoing.

5. If Buyer (1) fails to furnish shipping instructions within the time specified, or (2) fails to order any shipment hereunder within the time specified herefor, (3) fails to supply adequate credit within the time specified, (4) refuses to accept any shipment properly tendered hereunder, (5) fails to tender any payment hereunder when due, or (6) fails to perform in any other respect according to its obligations set out herein, Seller may, in its sole discretion, and in addition to any other remedies which Seller may have at law or in equity, may (i) extend the time of shipment, if applicable; (ii) cancel this Contract; (iii) terminate this Contract as to the portion thereof in default or as to any unshipped balance, or both;, or (iv) resell, after 10 days notice to Buyer, any of the Commodity which has been shipped and which Buyer has wrongfully failed or refused to accept, and receive from the Buyer the difference between the Contract price thereof and the price obtained on resale if the latter be less than the former, as well as any and all indirect, consequential, incidental and special damages.

6. Any payment term requiring Buyer to establish a bank guarantee or letter of credit shall be a precondition to Seller’s obligation to perform hereunder and any failure to timely establish a bank

guarantee or letter of credit shall constitute a default hereunder. The acceptance by Seller of bank drafts, checks or other media of payment will be subject to immediate collection of the full face value thereof. If, in Seller’s judgment, Buyer’s credit becomes impaired at any time, Seller shall have the right to decline to make shipment hereunder except against a letter of credit, cash advance or other terms acceptable to Seller, in its sole discretion, until such time as Buyer’s credit has been reestablished to Seller’s satisfaction. If Buyer shall fail to make prompt payment when due of any amount due hereunder, Buyer shall be liable to Seller for interest on such unpaid amounts at the interest rate of two percent per annum above either Chase Manhattan prime rate or LIBOR whichever shall be applicable to the domicile of Buyer (or at the highest lawful rate, whichever is less). Such interest shall be due and payable on demand and any interest not paid when due shall be added to the overdue sum and itself bear interest accordingly.

7. Any and all taxes, assessments, duties, inspection fees or other charges now or hereafter imposed by any government, governmental agency or governmental authority in respect of the sale, delivery, shipment, procurement, manufacture, importation, exportation, possession, ownership or use of the Commodity shall be paid by Buyer. Seller shall be under no obligation to contest the validity of any tax, assessment, duty, inspection fee or other charge. Buyer shall obtain, at its own cost and expense, any and all allocations, franchises, permits, fertilizer registrations, licenses and other grants required by any government, governmental agency or governmental authority with respect to the Commodity.

8. All demurrage, detention charges, pump charges and special equipment charges are for Buyer’s account.

9. If this Contract provides for deliveries over a period exceeding one month, Seller shall not be obligated to deliver in any 30-day period more than approximately equal monthly quantities, in relation to the total amount of this Contract, and Seller may make shipments of the total amount in such equal monthly quantities.

10. Risk of loss of the Commodity shall shift to Buyer upon delivery of the Commodity from Seller to carrier, without regard to responsibility for payment of freight or insurance.

11. Seller warrants only that it has good title to the Commodity covered hereby and that said Commodity conforms to Seller’s specifications stated herein. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS, IMPLIED OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF QUALITY MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SELLER. THERE ARE NO ORAL AGREEMENTS OR WARRANTIES COLLATERAL TO OR AFFECTING THIS CONTRACT.

12. Seller shall not be liable in any respect for failure or delay in the fulfillment or performance of this Contract, including but not limited to the obligation to make deliveries, if performance is hindered or prevented, directly or indirectly, by war; riots; embargo; national emergency; inadequate transportation facilities; plant breakdowns; inability to secure fuel, power, material or labor; fire, flood, windstorm or other acts of God; strikes, lockouts or other labor disturbances (whether among employees of Seller or others); orders or acts of any government, governmental agency or governmental authority; or any other cause of like or different kind beyond Seller’s reasonable control. In the event Seller is unable to supply the total requirements of its customers, Seller may allocate its available supply of the Commodity among its customers in a manner determined by Seller to be fair and equitable.

13. Unless this sale is made basis Seller’s weight and/or analysis, in the event of a dispute as to weight or analysis of any shipment, an independent determination by a mutually agreed surveyor or laboratory shall be binding upon the parties. If the Commodity meets or exceeds the specification, the cost of such determination shall be for Buyer’s account; in all other cases, the cost shall be for Seller’s account. Where a sale is made basis Seller’s or loading terminal’s weights, such weights shall still govern the parties obligations hereunder, notwithstanding any discrepancy between such weights and any draft survey weights, whether such draft survey is conducted by Seller or Buyer.

14. The Commodity shall be loaded and discharged subject to the rules of the respective mode of transport employed.

15. No terms or conditions in Buyer’s purchase order, acknowledgment form or other document issued by Buyer which conflict with the terms and conditions hereof, or increase or modify Seller’s obligations hereunder, shall be binding on Seller unless specifically identified and accepted in writing by Seller. None of the terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered except with the written consent of an authorized representative of Seller. Buyer represents and warrants to Seller that Buyer is a merchant with respect to the purchase of the Commodity.

16. The following international conventions shall NOT apply to this Contract: (i) The Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods, (ii) The United Nations Convention on Contracts for the International Sale of Goods of 1980;, and (iii) The United Nations Convention on the Limitations Period in the International Sale of Goods, concluded in New York on 14 June, 1974, and the Protocol Amending the Convention on the Limitations Period in the International Sale of Goods, concluded in Vienna on 11 April, 1980.

17. Seller expressly reserves the right to cause the liquidation or cancellation of this Contract because of (a) the insolvency or financial condition of the Buyer; (b) any and all defaults of the terms and conditions specified herein, either directly or by reference; or (c) the institution of price or quantity controls by any government, governmental agency or governmental authority which are lower than the price or less than the quantity under this Contract.

18. Without limiting Seller’s pursuit of any and all other rights and remedies available to it, it is expressly agreed that this Contract is subject to Seller’s right to set off any mutual debts and claims against Buyer under or in connection with this Contract or any other contract between the parties.

19. The rights and obligations of the Buyer under this Contract are not assignable without the prior written consent of the Seller. If any part of the Contract is found to be void or unenforceable, the provisions hereof shall be severable and those provisions which are lawful shall remain in full force and effect.

20. Seller is an equal opportunity employer and is a United States government contractor. Therefore, this Contract is subject to the rules and regulations imposed upon contractors and subcontractors pursuant to 41 C.F.R. Chapters 60 and 61. Unless this Contract is exempt by regulations issued by the Secretary of Labor, there is incorporated herein by reference the following: 41 C.F.R. Section 60-1.4; 41 C.F.R. 60-250.4 and 61-250.10; and 41 C.F.R. 60-741.4. reference the following: 41 C.F.R. Section 60-1.4; 41 C.F.R. 60-250.4 and 61-250.10; and 41 C.F.R. 60-741.4.

21. The following clause is a condition of this Contract and must be passed on verbatim in each subsequent sale. “These commodities, technology, or software were exported from the United states in accordance with the Export Administration Regulations. Diversion contrary to U.S law is prohibited.” Buyer acknowledges its understanding that the sanction of denial of trading privileges in USA exports may be imposed for violation of this export regulation.

22. Buyer represents and warrants that each vessel calling at any U.S. port(s) to receive the Commodity sold hereunder: (i) has not and will not call at any Cuban port during the period beginning 180 days from its estimated date of arrival at a U.S. port to load the Commodity sold under this Contract; (ii) will not carry any Commodity or passengers to or from Cuba or any Commodity in which Cuba or any Cuban national has an interest; and (iii) is and will otherwise be eligible to enter into all U.S. ports.

23. If this is a CFR, CIF or DES sale, Buyer warrants the safety of the discharge berth(s), including the ability of the vessel to discharge always afloat. All discharge expenses shall be for Buyer’s account including the shifting and wharfage expenses associated with the movement of the vessel to additional discharge berth(s).

24. CIF, C&F SALE CONTRACTS

C&F Buyers hereby warrant that discharge port / facility is fully ISPS compliant (as per SOLAS Chapter XI) having a Port Facility Security Plan (PFSC). Upon request, C&F Buyers to provide for proof thereof prior to loading.

25. FOB SALE CONTRACTS

FOB Buyers warrant that vessel chartered is fully ISPS compliant (as per SOLAS Chapter XI) and that they have fulfilled all their obligations under the ISPS Code. Any consequences of vessel nominated by FOB Buyers not being fully ISPS compliant (as per SOLAS Chapter XI) to be for FOB Buyers’ account.

26. CIF, C&F SALE CONTRACTS - ISPS CLAUSE

C&F Buyers hereby warrant that discharge port / facility is fully ISPS compliant (as per SOLAS Chapter XI) having a Port Facility Security Plan (PFSC). Upon request, C&F Buyers to provide for proof thereof prior to loading. Sellers to charter only vessels having an International Ship Security Certificate (ISSC).

27. FOB SALE CONTRACTS - ISPS CLAUSE

FOB Buyers warrant that vessel chartered is fully ISPS compliant (as per SOLAS Chapter XI) and that they have fulfilled all their obligations under the ISPS Code. Any consequences of vessel nominated by FOB Buyers not being fully ISPS compliant (as per SOLAS Chapter XI) to be for FOB Buyers’ account. FOB Sellers hereby warrant that load port / facility is fully ISPS compliant (as per SOLAS Chapter XI) having a Port Facility Security Plan (PFSC).

EX-10.II.MMM

Exhibit 10.ii.mmm.

SCHEDULE OF SERVICES

Brazil

Date: May 28, 2008

This Schedule of Services is issued pursuant to the Master Services Agreement dated December 29, 2006 (the “Agreement”), between The Mosaic Company, a Delaware corporation, and Cargill, Incorporated, a Delaware corporation, which Agreement is hereby incorporated into this Schedule of Services by reference.

1. Description of Services. Service Provider, Cargill Agricola S.A., will perform the following services for Mosaic Fertilizantes do Brasil S.A., Mosaic Fertilizantes Ltda., Fospar S.A. and Mosaic Fertilizantes Limited (collectively “MOSAIC”):

Information Technology	Attachment 1	$	1,112,983
Human Resources	Attachment 2	$	1,171,271
Procurement	Attachment 3	$	79,802
Corporate Affairs	Attachment 4	$	128,260
Office Services	Attachment 5	$	242,889
Office Building (Condominium)	Attachment 6	$	414,371
SSC (Shared Service Center)	Attachment 7	$	104,713
Travel/Purchases	Attachment 8	$	38,650
Employees Association	Attachment 9	$	52,064
GOSC (Comm.Agreement)	Attachment 10	$	623,198
Medical Services	Attachment 11	$	26,354
TOTAL SERVICES:		$	3,994,555
14.25% Service Tax ($4,635,683)		$	663,818
TOTAL COST (after tax)		$	4,658,373

2. Term.

Service Provider will provide these services to Mosaic for a period of 12 months commencing June 1^st, 2008 and expiring May 31 ^st, 2009.

3. Compensation.

Service Provider will invoice these services on a monthly basis.

4. Special Provisions: None.

CARGILL AGRICOLA S.A.

MOSAIC FERTILIZANTES DO BRASIL S.A.

MOSAIC FERTILIZANTES LTDA

FOSPAR S.A.

MOSAIC FERTILIZANTES LIMITED

EX-10.II.NNN

Exhibit 10.ii.nnn.

SUPPLY AGREEMENT

FEED GRADE PHOSPHATES

FEED GRADE POTASSIUM

NORTH AMERICA

DATE:	, 2008
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a. MOSAIC FEED INGREDIENTS 8813 HWY 41 SOUTH RIVERVIEW, FL 33569
BUYER:	CARGILL ANIMAL NUTRITION, INC. TRADICO NORTH AMERICA P.O. BOX 5614 MINNEAPOLIS, MN 55440-5614
PRODUCT:	BIOFOS, DYNAFOS, MULTIFOS, MICROGRAN, DYNAK, DYNAMATE
SPECIFICATIONS:	SPECIFICATIONS ATTACHED PURSUANT TO GEOGRAPHIC LOCATIONS
MARKET:	U.S. AND CANADA
PERIOD:	June 1, 2008 to May 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	15 DAYS
TERMS:	TRADICO TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL ANIMAL NUTRITION, INC.	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.OOO

Exhibit 10.ii.ooo.

PRODUCT SUPPLY AGREEMENT

On the one hand, the companies MOSAIC FERTILIZANTES DO BRASIL S.A., with its principal offices at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, and MOSAIC FERTILIZANTES LIMITED, herein represented according its articles of incorporation, domiciled at British American Insurance House, Second Floor, Marlborough Street, P.O. Box – CB 12399, Nassau, Bahamas, hereinafter and jointly referred to as “SUPPLIER”; and on the other hand, SEARA ALIMENTOS S.A., with its principal offices at Avenida Vereador Abrahão João Francisco, 3655, Bairro Bom Bosco, CEP 88307-30, CNPJ no. 02.914.460/0001-50 and IE no. 251.979.504, here represented according to its articles of incorporation and hereinafter simply called the “PURCHASER”, hereby agree to the following:

I. OBJECT OF THE AGREEMENT

1.1. The Supplier hereby agrees to supply the Products to the Purchaser, and the Purchaser agrees to send the monthly schedule of deliveries seven (7) days in advance.

1.2. The Products must be supplied in accordance with applicable and existing legislation.

II. CONDITIONS

2.1. All the cost and responsibility for the delivery, including freight and insurance, of the Supplier’s Products to the Purchaser will be borne by the Purchaser, when purchased on a FOB basis, and borne by the Supplier, when purchased on a CIF basis.

2.2. The Supplier must supply the Products to the Purchaser in fifty-kilo big bags or in bulk, at the discretion of the Purchaser and according to the specific needs of each plant. The Products must have the Mosaic Standard of Quality known and approved by the Purchaser, which must remain throughout the term of this agreement and any extensions thereof.

2.3. Once the Product is received by the Purchaser, the Product will be submitted to the Purchaser’s Quality Control, which will verify if the Product complies with the Quality Standard agreed to between the parties, if the Product has the necessary specifications and is suitable for the purposes intended by the Purchaser and if the Product does not have any deviations which prevent the Product from being used as planned. The Purchaser will have seven (7) days to approve or reject the product. The above time will be automatically extended if any Quality Standard deviations or other non-compliant issues are observed; the time agreed will start on the date the Purchaser becomes aware of any deviation or issue involving the Product delivered to the Purchaser.

2.4. Any batches of Product rejected by the Purchaser must be immediately replaced by the Supplier as soon as the Supplier is notified of such non-acceptance of the Product, and such notice will be made in writing and all expenses arising from the non-use and replacement of the Product will be borne by the Supplier.

III. PRICE AND PAYMENT

3.1. In the event the Supplier does not offer a competitive price, in relation to market practice, for the above Products, always in accordance with the Products’ specifications and the Purchaser’s level of use, the Purchaser is hereby authorized to purchase the product from any other supplier, without prejudice to any of the parties hereof.

3.2. In the event the Supplier’s price is not competitive during negotiation, the Purchaser must inform the Supplier by telephone or e-mail that competitors are providing better price opportunities, and the Supplier may resubmit its bid within 48 hours, at the Supplier’s convenience. As a matter of confidentiality, the Purchaser must not present any document for evidence of the competitor’s prices, nor the name of such competitor.

3.3. In the event any taxes incurring on the operations hereunder are reduced, raised, eliminated or created, the agreed prices will be reviewed at the same time and in the same proportion such taxes have changed the agreed price, and all taxes and/or contributions incurring on the operations and the supply the object of this agreement will be borne by the Purchaser.

3.4. The procedure to possibly adjust the price of the Product will not be reason for the Suppler interrupt the supply of the Product to the Purchaser, and such supply will be maintained under the conditions agreed to hereunder.

3.5. The Purchaser will pay for the product on the dates agreed to in the sales orders, using a proper bank payment form issued by the Supplier.

3.5. In the event the Purchaser fails to pay on the due dates any of the amounts payable hereunder, any amounts in arrears will be updated based on the IGP-M (FGV) index and will include a two-percent (2%) fine and late interest amounting to one percent (1%) per month. At its own discretion the Supplier will be entitled to cancel this agreement.

IV. TERM

4.1. The term of this agreement is twelve (12) months as of the date of the execution thereof and it may be renewed by written agreement between the parties. The term of this agreement does not bind the Purchaser to purchase the product in question under conditions different from those specified in Paragraph III of Items 3.1 and 3.2.

V. CANCELLATION

5.1. This agreement may be cancelled by any of the parties hereof without any charges upon previous notice in writing at least thirty (30) days in advance by one of the parties to the other with proof of delivery.

5.2. Between the date the notice is given and the date the agreement is actually cancelled the Supplier will continue supplying the Product as agreed to hereunder.

5.3. This agreement may be cancelled regardless of any notice, summons, or judicial or extrajudicial notification of any kind, in the event of breach of any of the clauses hereof by any of the parties hereto, as well as in the event of bankruptcy or receivership by any of the parties.

5.4. The provisions of the above clause will not be applied in the event any of the parties does not comply with the clauses and conditions hereof because of fortuitous case or force majeure, as

provided under Article 393 of the Brazilian Civil Code. In such event, the party that interrupts its activities must promptly communicate such fact to the other party, describing the cause for such intervention and endeavoring its best efforts to remedy such interruption as soon as possible, in order to continue the proper performance of its contractual obligations.

VI. GENERAL PROVISIONS

6.1. This agreement binds the parties and its successors and it may not be assigned or transferred without the written consent from the other party.

6.2. The Purchaser will be responsible for securing and paying the environmental license to operate its feed plant, and for unloading, storing and dosing of the products, and the Supplier is hereby exempt from any liability or cost that might occur.

6.3. The Purchaser will be expressly liable for reimbursing the amounts possibly borne by the Supplier in result of non-compliance of the terms agreed under Clause 6.2.

6.4. In the event of any environmental accident, if it is proved that such accident took place because of the Product, except for any failure caused by misuse of the Product by the Purchaser, mixing with products from other companies and/or problems caused because of improver storage of the Product, all liability will be borne by the Supplier; on the other hand, if it is proved that such accident was caused exclusively by the Purchaser, the Purchaser will bear all indemnities, fines and such.

6.5. Any and all changes to this agreement will only be valid if performed in writing by amendment hereto signed by both parties.

6.5.1. The clauses of this agreement and its annexes will prevail over any and all communication, agreements, publicity, correspondence or negotiations held before the execution hereof.

6.6. The Supplier agrees and promises to comply with all labor, social security and other legislation applicable to the type of work performed to achieve the object of this agreement, and will be fully responsible for complying with all such legislation as well as complying with all regulations of the Child and Teenager Act, especially not employing any child labor or slave labor.

6.6.1. The Supplier promises not to use child labor or slave labor in all its supply chain.

6.6.2. The Supplier promises to use products with the least possible environmental impact and also to properly dispose of any packaging and replaced products, always in accordance with applicable legislation. The Supplier must also secure the proper environmental licenses at the respective environmental authority for the Supplier’s activities, and will comply with all applicable regulations.

6.6.3. This Agreement presupposes full compliance with applicable labor and environmental legislation, consequently, any of the parties that does not comply with such legislation or which possibly causes environmental damage will give grounds for the other party to immediately cancel this Agreement, and the violating party will be liable for all possible losses and damages.

6.7. The information obtained by the Parties, in any format (visual, audio, documents, electronic, etc.) will be deemed Confidential Information and will be legally protected. The Parties promise to each other that they will use such Confidential Information only for the intents of such information under this Agreement, and will not disclose it to any third parties, except upon written consent from the Party that has supplied such information. The Parties also represent that they will be liable for any and all damages arising from the disclosure of such information.

6.8. The parties elect the Foro da Comarca de São Paulo, state of São Paulo, as the sole jurisdiction to address any doubts or disputes arising hereunder, over any other jurisdiction, no matter how privileged.

The parties execute this agreement in three (3) copies of equal form and content, in the presence of the witnesses below.

                                              .

MOSAIC FERTILIZANTES DO BRASIL S/A

MOSAIC FERTILIZANTES LIMITED

SEARA ALIMENTOS S/A

WITNESSES:
Name:	Name:
CPF/MF:	CPF/MF:

EX-10.II.PPP

Exhibit 10.ii.ppp.

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

PHILIPPINES

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH RIVERVIEW, FL 33578
BUYER:	CARGILL, INCORPORATED
	Cargill Philippines, Inc.- Animal Nutrition Division
	Bo. Dampol 1st
	Pulilan, Bulacan, Philippines 3005
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	PHILIPPINES
PERIOD:	JUNE 1, 2008 THROUGH MAY 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL, INCORPORATED	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

PHILIPPINES

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH
	RIVERVIEW, FL 33578
BUYER:	CARGILL, INCORPORATED
	% CARGILL PHILIPPINES
	GRAIN AND OILSEED CRUSH BUSINESS UNIT
	Cargill Philippines, Inc.
	29th Flr. Citibank Tower 8741 Paseo de Roxas
	Makati City, Metro Manila, Philippines
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	PHILIPPINES
PERIOD:	JUNE 1, 2008 THROUGH MAY 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL, INCORPORATED	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

THAILAND

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH
	RIVERVIEW, FL 33578
BUYER:	CARGILL, INCORPORATED
	% CARGILL SIAM LTD.
	18TH FLOOR SINDHORN TOWER III
	BANGKOK 10330 THAILAND
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	THAILAND
PERIOD:	JUNE 1, 2008 THROUGH MAY 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL, INCORPORATED	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

THAILAND

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH
	RIVERVIEW, FL 33578
BUYER:	CARGILL, INCORPORATED
	Sun Valley (Thailand) Ltd.
	18th Floor, Sindhorn Bldg. III 130-132 Wireless Road, Lumpini Pathumwan, Bangkok 10300 Thailand
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	THAILAND
PERIOD:	JUNE 1, 2008 THROUGH MAY 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL, INCORPORATED	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.QQQ

Exhibit 10.ii.qqq.

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

VIETNAM, INDONESIA AND TAIWAN

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH
	RIVERVIEW, FL 33578
BUYER:	PT. CARGILL INDONESIA
	JL. JEND. SUDIRMAN KAV. 54-55
	PLAZA BAPINDO TOWER CITIBANK 23RD FLOOR
	SENAYAN, KEBAYORAN BARU
	JAKARTA SELATAN
	CARGILL TAIWAN CORPORATION
	3FL., 9 CHING-TAO EAST ROAD
	TAIPEI, TAIWAN
	R.O.C. 10051
	CARGILL VIETNAM LTD.
	LOT 29
	BIEN HOA INDUSTRIAL ZONE 2
	DONG NAI PROVINCE, VIETNAM
	CARGILL LONG AN LTD.
	BI-B2 LOT , THUAN DAO INDUSTRIAL ZONE,
	BEN LUC LONG AN, VIETNAM
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	SPECIFICATIONS ATTACHED PURSUANT TO GEOGRAPHIC LOCATIONS
MARKET:	VIETNAM, INDONESIA AND TAIWAN
PERIOD:	June 1, 2008 – May 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS & 45 DAYS
TERMS:	TRADICO TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL ANIMAL NUTRITION, INC.	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.RRR

Exhibit 10.ii.rrr.

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (TRICALCIUM PHOSPHATE/ MULTIFOS)

UNITED KINGDOM

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH
	RIVERVIEW, FL 33578
BUYER:	CARGILL PLC
	Witham St Hughs
	Lincoln LN6 9TN
	United Kingdom
PRODUCT:	TRICALCIUM PHOSPHATE (MULTIFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	UNITED KINGDOM
PERIOD:	JUNE 1, 2008 THROUGH MAY 31, 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	CASH AGAINST DOCUMENTS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL PLC	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.SSS

Exhibit 10.ii.sss.

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

MALAYSIA

DATE:
SELLER:	MOSAIC CROP NUTRITION, LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH RIVERVIEW, FL 33578
BUYER:	DESA CARGILL SDN. BHD.
	LOT 52, LORONG SEBOR, JALAN KOLOMBONG,
	OFF JALAN TUARAN
	KOTA KINABALU, SABAH, MALAYSIA 88100
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	MALAYSIA
PERIOD:	1 JUNE 2008 THROUGH 1 MAY 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

DESA CARGILL SDN. BHD.	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.TTT

Exhibit 10.ii.ttt.

RENEWAL OF SUPPLY AGREEMENT

FEED GRADE PHOSPHATES (MONOCAL/BIOFOS)

MALAYSIA

DATE:
SELLER:	MOSAIC CROP NUTRITION LLC, d.b.a.
	MOSAIC FEED INGREDIENTS
	8813 HWY 41 SOUTH RIVERVIEW, FL 33578
BUYER:	Cargill Feed Sdn. Bhd.
	Lot 55771, Dry Bulk terminal, Jalan Mawar, Westport (Pulau Indah), Klang, Selangor, Malaysia 42009
PRODUCT:	MONOCALCIUM PHOSPHATE (BIOFOS)
SPECIFICATIONS:	TYPICAL MOSAIC SPECIFICATIONS
MARKET:	MALAYSIA
PERIOD:	JUNE 2008 THROUGH MAY 2009
PRICING:	TO BE NEGOTIATED AT TIME OF PURCHASE
QUANTITY:	TO BE NEGOTIATED AT TIME OF PURCHASE
DELIVERY:	TO BE NEGOTIATED AT TIME OF PURCHASE
PAYMENT:	30 DAYS
TERMS:	MOSAIC TERMS AND CONDITIONS TO APPLY. (ATTACHED)

CARGILL FEED SDN. BHD.	MOSAIC CROP NUTRITION, LLC
By:	By:
Name:	Name:
Its:	Its:

EX-10.II.UUU

Exhibit 10.ii.uuu.

AMENDMENT TO THE PRODUCT SUPPLY AGREEMENT DATED ON DECEMBER 22, 2006

By this private instrument, the parties hereby: MOSAIC DE ARGENTINA SOCIEDAD ANONIMA, herein represented by its legal representatives Sergio Garcia and Enrique Clausen, domiciled at Av. L.N. Alem 928 – 9º floor, Capital Federal – Republica Argentina, MOSAIC FERTILIZANTES DO BRASIL S.A., herein represented according its articles of incorporation, domiciled at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/000I-56, IE no. 103.693.373.118, City of Sao Paulo, hereinafter and jointly referred to as “Mosaic,” and CARGILL AGROPECUARIA S.A.C.I., herein represented by Juan Carlos Munoz, acting as Alcides Amadeo Seghetti, domiciled at Ruta International VII, Km 28.5, Minga Guazu, Republica de Paraguay, hereinafter referred to as “Cargill.” Both parties are hereinafter jointly referred to as the “Parties” and, individually, as the “Party,” and they state as follows:

WHEREAS, the parties wish to include feed products into the contractual relationship, they agree to amend the Agreement as follows:

1. The Clause I of the Agreement shall read as follows:

“I. Agreement of Purchase and Sale

1.1. Mosaic agrees to sell, and Cargill agrees to purchase, fertilizer and feed products always upon mutual agreement between the Parties.

1.2. The Products must be supplied in accordance with applicable and existing legislation.”

2. The parties hereby expressly ratify all other terms and conditions of the Agreement.

IN WITNESS WHEREOF, the parties have executed this amendment by their duly authorized representatives in three (3) copies of equal form and content.

May 16, 2007

MOSAIC DE ARGENTINA SOCIEDAD ANONIMA

MOSAIC FERTILIZANTES DO BRASIL S.A.

CARGILL AGROPECUARIA S.A.C.I.

WITNESSES:

EX-10.II.VVV

Exhibit 10.ii.vvv.

SECOND AMENDMENT TO THE PRODUCT SUPPLY AGREEMENT DATED ON

DECEMBER 22, 2006

By this private instrument, the parties hereby: MOSAIC DE ARGENTINA SOCIEDAD ANÓNIMA, herein represented by its legal representatives Sergio Garcia and Enrique Clausen, domiciled at Av. L.N.Alem 928 – 9º floor, Capital Federal – Republica Argentina, MOSAIC FERTILIZANTES DO BRASIL S.A., herein represented according its articles of incorporation, domiciled at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, City of Sao Paulo, hereinafter and jointly referred to as “Mosaic”, and CARGILL AGROPECUARIA S.A.C.I., herein represented by Juan Carlos Muñoz, acting as Alcides Amadeo Seghetti, domiciled at Ruta Internacional VII, Km 28.5, Minga Guazú, República de Paraguay, hereinafter referred to as “Cargill”. Both parties are hereinafter jointly referred to as the “Parties” and, individually, as the “Party”, and they state as follows:

Whereas:

I. Cargill Bolivia S.A. is a company incorporated in Bolivia, whose corporate purpose is agribusiness and industrial activity, as well as the import, sale, and distribution of agricultural inputs, including fertilizers and feed products, within the territory of the Bolivia;

II. The parties wish to include Cargill Bolivia S.A. into the contractual relationship, whereby Mosaic will sell to Cargill Bolivia fertilizer and feed products;

NOW, THEREFORE, the parties agree to amend the Agreement as follows:

1. The preamble of the Agreement shall read as follows:

“By this private instrument, the parties hereby: MOSAIC DE ARGENTINA SOCIEDAD ANÓNIMA, herein represented by its legal representatives Sergio Garcia and Enrique Clausen, domiciled at Av. L.N.Alem 928 – 9º floor, Capital Federal – Republica Argentina, MOSAIC FERTILIZANTES DO BRASIL S.A., herein represented according its articles of incorporation, domiciled at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, City of Sao Paulo, hereinafter and jointly referred to as “Mosaic”, and CARGILL AGROPECUARIA S.A.C.I., herein represented by Juan Carlos Muñoz, acting as Alcides Amadeo Seghetti, domiciled at Ruta Internacional VII, Km 28.5, Minga Guazú, República de Paraguay, and CARGILL BOLIVIA S.A., herein represented according its articles of incorporation, domiciled at Calle Andrés Manso 248, Santa Cruz, Bolivia, hereinafter and jointly referred to as “Cargill”. Both parties are hereinafter jointly referred to as the “Parties” and, individually, as the “Party”, and they state as follows:”

2. The Clauses 4.1 and 4.4 of the Agreement shall read as follows:

“ 4.1. Mosaic represents and warrants that the trademarks of the Products to be sold to Cargill, as well as the “Mosaic” trademark, are the exclusive property of, or have been licensed to, Mosaic who shall set forth the terms and conditions for their use in the

Republic of Paraguay and in Bolivia. Cargill shall request Mosaic’s express authorization in relation to any proposal involving the use of Mosaic trademarks. Mosaic shall conduct, and bear the costs of, all activities necessary to cause its trademarks and licensed trademarks to remain in full force and effect.

4.4. Cargill shall seek registration of the Products with health authorities in the Republic of Paraguay and in Bolivia, and it is expressly authorized by Mosaic to do so. Mosaic reserves the right to revoke said authorization in the event of early termination hereof. Mosaic undertakes to fully cooperate with Cargill, and to provide it with anything that may be necessary in order to obtain the registrations referred to above.”

3. The Parties hereto also agree to extend the term of the Agreement, which shall remain effective until December 22, 2008.

4. All other clauses and conditions of the Agreement amended hereunder remain unchanged.

IN WITNESS WHEREOF, the parties have executed this amendment by their duly authorized representatives in four (4) copies of equal form and content.

                        , 2008.

MOSAIC FERTILIZANTES DO BRASIL S.A.

MOSAIC DE ARGENTINA SOCIEDAD ANÔNIMA

CARGILL AGROPECUARIA S.A.C.I.

CARGILL BOLIVIA S.A.

WITNESSES:
Name:	Name:

EX-10.III.G

Exhibit 10.iii.g.

Pursuant to the Management Incentive Plan (“MIP”) of The Mosaic Company (the “Company”), key managers of the Company and its subsidiaries, including executive officers, are eligible for annual cash incentive compensation based upon the attainment of business performance goals that are pre-established by the Board of Directors of the Company, upon the recommendation of the Compensation Committee or a subcommittee of outside directors. Attainment of the performance measures determines the amount of the incentive payment for executive officers and all or a portion of the amount of the incentive payment for other participants. Threshold, target and maximum payout levels are set based upon the extent to which the specified performance measures are attained. Target annual incentive awards for executive officers range from 45% to 110% of base salary for the fiscal year ending May 31, 2009. The Corporate performance measures for the fiscal year ending May 31, 2009 are (i) consolidated operating earnings (“operating earnings”) and (ii) average consolidated working capital (“average working capital”), weighted 80% on the operating earnings measure and 20% on the average working capital measure. The Corporate performance measures apply to all executive officers, except that the performance measures for executive officers who are leaders of the Company’s business units are based 60% on consolidated operating earnings and average consolidated working capital and 40% on operating earnings and average working capital of their respective business units. The plan has a minimum level for both the operating earnings measure and the average working capital measure at which payments begin. In addition, the plan has a separate threshold for the operating earnings measure below which no payout will be made under the average working capital measure. The maximum payout percent for both the operating earnings measure and the average working capital measure is 225% of the target annual incentive award.

EX-10.III.J

Exhibit 10.iii.j.

THE MOSAIC COMPANY

SUMMARY OF BOARD OF DIRECTOR COMPENSATION

Non-Employee Directors

The policy adopted by the Board of Directors of The Mosaic Company (“Mosaic”), as recommended by its Corporate Governance and Nominating Committee, effective December 14, 2007, provides for cash compensation to non-employee directors as follows:

• an annual cash retainer of $170,000 to the Chairman of the Board and $85,000 to each other director;

• an annual cash retainer of $20,000 to the Chairman of the Audit Committee and $10,000 to other members of this Committee;

• an annual cash retainer of $15,000 to the Chairman of the Compensation Committee and $5,000 to other members of this Committee; and

• an annual cash retainer of $10,000 to each director who serves as chair of its Corporate Governance and Nominating Committee, Environmental, Health and Safety Committee and Special Transactions Committee.

Prior to December 14, 2007, the policy adopted by Mosaic’s Board of Directors, as recommended by its Corporate Governance and Nominating Committee, provided for cash compensation to non-employee directors as follows:

• an annual cash retainer of $150,000 to the Chairman of the Board and $75,000 to each other director;

• an annual cash retainer of $20,000 to the Chairman of the Audit Committee and $5,000 to other members of this Committee;

• an annual cash retainer of $15,000 to the Chairman of the Compensation Committee; and

• an annual cash retainer of $10,000 to each director who serves as chair of other Board committees (other than the Executive Committee).

In addition, the policy in effect during fiscal 2008 provided for an annual grant of restricted stock units providing grants of Mosaic’s common stock, valued at $130,000 to the Chairman of our Board and $65,000 to each other director. Effective for fiscal 2009, the Board increased the amounts at which the awards are valued to $170,000 for its Chairman of the Board and $85,000 for each other director.

Mosaic does not pay meeting fees or provide any perquisites to its directors. It does reimburse its directors for travel and business expenses incurred in connection with meeting attendance.

Employee Directors

Directors who are employees receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which they are employees.

EX-10.III.S

Exhibit 10.iii.s.

RETIREMENT COMPENSATION ARRANGEMENT TRUST AGREEMENT

THIS TRUST AGREEMENT made as of the 20th day of February, 2002.

B E T W E E N:

IMC CANADA LTD., a company duly incorporated under the laws of Canada,

(hereinafter referred to as the “Company”)

OF THE FIRST PART,

- and -

IMC ESTERHAZY CANADA LIMITED PARTNERSHIP, a limited partnership duly formed under the laws of the Province of Saskatchewan, by its General Partner, International Minerals & Chemical (Canada) Global Limited, a company duly incorporated under the laws of Canada

(hereinafter referred to as the “Partnership”)

OF THE SECOND PART,

- and -

ROYAL TRUST CORPORATION OF CANADA, a trust company duly incorporated under the laws of Canada,

(such trustee and any successor trustee being hereinafter referred to as the “Trustee”)

OF THE THIRD PART.

WHEREAS the Company and the Partnership have adopted Retirement Compensation Arrangements (hereinafter collectively referred to as the “Plans” and individually referred to as a “Plan”) to provide benefits to the Participants (hereinafter referred to individually as a “Participant” and collectively as the “Participants”), on or after retirement in recognition of the long service of such Participants with the Company or the Partnership as the case may be (or on or after the termination of a Participant’s employment with the Company or the Partnership as the case may be);

AND WHEREAS in conjunction with the Plans, the Company for and on behalf of itself and the Partnership has established a trust fund known as the Retirement Compensation Plan Trust Fund (hereinafter referred to as the “Trust Fund”);

AND WHEREAS the Company and the Partnership represent and warrant that the Plans, together with the Trust Fund are retirement compensation arrangements, as that term is defined in the Income Tax Act (Canada), and are not subject to pension benefits standards legislation in Canada and that the initial Contribution, as that term is defined herein, paid or delivered to the Trustee is in an amount as is required to be made in accordance with the terms of the Plans;

AND WHEREAS the parties hereto desire to set out in this Trust Agreement the terms and conditions under which the Trustee is to hold, maintain, administer, invest and re-invest the Trust Fund.

NOW THEREFORE IN CONSIDERATION of the premises and mutual covenants herein contained, the parties hereto do hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS, GENDER AND NUMBER

1.01 Definitions - The following terms when used in this Trust Agreement shall have the meanings set out below:

“Actuary” means Hewitt Associates or such other person or firm retained by the Company (or, following a Trigger if it is necessary, the Trustee) to provide actuarial services as may be required from time to time for the purposes of the Trust Fund or the Plans, who is (or, in the case of a firm, one of whose employees or members is) a Fellow of the Canadian Institute of Actuaries.

“Company” means IMC Canada Ltd. which is the employer of all of the Participants, except for Mr. Donald Hood who is employed by the Partnership.

“Contribution” means the amount or amounts, net of refundable tax, which are from time to time required to be remitted by the Company to the Trustee in accordance with section 2.02(a).

“Event of Default” means

(a) the failure of the Company, on or before the Renewal Date of each year, to make arrangements enabling the Trustee to obtain, renew or replace a Letter of Credit in accordance with section 2.02(b);

(b) the failure of the Company to ensure that the Trust Fund is sufficient to permit the Trustee to obtain, renew or replace a Letter of Credit in accordance with section 2.02(a);

(c) the failure of the Company, after providing a Funding Notice, to make the required payment no later than the Renewal Date in accordance with section 2.02(a);

(d) following the receipt by the Trustee of a sworn declaration from a Participant, declaring that (i) the Company or the Partnership, as applicable, has failed to make payment of benefits due to him or her in accordance with the applicable Plan for a period of sixty (60) days following its due date; (ii) the Participant has provided a notice to the Company or the Partnership, as applicable, of such default not later than ten (10) days following the due date of the payment and attaches a photocopy or a true copy of the notice given thereunder, and the Trust Fund, less refundable tax, is not sufficient to allow for the payment of benefits by the Trustee from the Trust Fund or the assets of the Trust Fund are not held in a form which render them usable for the making of such benefit payment; and (iii) the Trustee has confirmed that the failure to pay the benefits due to the Participant has occurred and remains unremedied (in making such determination the Trustee shall rely on information obtained from the Actuary as to the benefits payable to the Participant); or

(e) the failure of the Company to make a payment to the Trustee of all expenses, fees and compensation incurred or payable under the Trust Agreement after thirty (30) days following delivery to the Company by the Trustee of a written notice from the Trustee that such payment is overdue.

“Funding Notice” means a written notice provided pursuant to section 2.02(b) by the Company to the Trustee of the Company’s intention to commence fully funding the Plans by making a Contribution such that C and D in section 2.02(a) would both be equal to 0.

“Insolvent Date” means the date on which the Trustee is provided evidence satisfactory to it that:

(a) there has been a decree or order of a court of competent jurisdiction (whether in Canada or not) adjudging any of the Company, the Partnership or any of the partners of the Partnership (herein collectively referred to as the “Applicable Entities”) as bankrupt or insolvent or approving as properly filed a petition seeking the winding-up of any of the Applicable Entities under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding Up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous laws of any other jurisdiction (whether in Canada or not), and any such decree or order continues unstayed and in effect for a period of (10) days;

(b) any of the Applicable Entities has made any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies’ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law of any other jurisdiction (whether in Canada or not), is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under any applicable bankruptcy, insolvency,

moratorium, reorganization or other similar law affecting creditors’ rights (whether in Canada or not) or consents to, or acquiesces in, the filing of such a petition; or

(c) proceedings are commenced for the dissolution, liquidation or winding-up of any of the Applicable Entities, or for the suspension of the operations of any of the Applicable Entities, unless such proceedings are being actively and diligently contested in good faith.

“Investment Manager” has the meaning assigned in section 3.02.

“Letter of Credit” means an irrevocable, standby, unsecured letter of credit obtained from a bank acceptable to the Trustee with a term of one year and an expiry date of December 31 which names the Trustee as beneficiary permitted to draw down (an amount up to the face amount) on the Letter of Credit on the occurrence of an Event of Default and which shall have a face amount no greater than A – B in section 2.02(a). The Letter of Credit and each replacement or renewal thereof may be amended from time to time with the written agreement of the Company, the Partnership, the Trustee and the issuer, and shall meet the foregoing requirements of the Letter of Credit. Notwithstanding the foregoing, where the Trust Fund contains a Letter of Credit immediately upon its establishment, such Letter of Credit may have a term of less than one year.

“Liabilities” means the actuarial liabilities of the Plans on a wind up basis determined as at December 31 of the year following the year in which the determination is made using the methods and assumptions selected by the Actuary, multiplied by 105%.

“Participants” means such individuals who are designated by the Company or the Partnership to participate in a Plan and are so indicated in Schedule “A” and, following each such person’s death, each such person’s spouse, designated beneficiary or other person eligible for payments from the Plan.

“Partnership” means IMC Esterhazy Canada Limited Partnership, which is the employer of Donald Hood. As of the date of execution of this Trust Agreement, the partners of the Partnership are International Minerals & Chemical (Canada) Global Limited as the sole general partner, and IMC Esterhazy Ltd. as the sole limited partner.

“Plans” means the benefits payable to Donald Hood under the Supplemental Retirement Plan for Salaried Employees of International Minerals & Chemical (Canada) Global Limited; the Supplemental Retirement Agreement for Robert Thompson; the Supplemental Retirement Agreement for Brian Warren and the Supplemental Retirement Agreement for Norman Beug, known collectively as the Plans and individually as a Plan as specified above.

“Renewal Date” means November 30 which is one month before the date on which an existing Letter of Credit is due to expire.

“Representative Participant” has the meaning assigned in section 4.10.

“Trigger” means, where the Trust Fund does not include a Letter of Credit, the occurrence of an Insolvent Date and, where the Trust Fund includes a Letter of Credit, the demand and receipt by the Trustee of a payment under the Letter of Credit pursuant to section 2.04(a).

“Trust” has the meaning assigned in section 2.01.

“Trust Agreement” means this agreement, as amended from time to time.

“Trustee” means Royal Trust Corporation of Canada or any successor trustee thereto appointed in accordance with this Trust Agreement.

“Trust Fund” consists of (i) the Contributions, (ii) any Letter of Credit from time to time held thereunder, (iii) the earnings, profits and increments thereon, net of refundable tax exigible, (iv) any payments made to the Trustee in accordance with section 2.04 and (v) the right to the refundable tax held by the Canada Customs and Revenue Agency less (vi) all distributions and authorized payments therefrom.

1.02 Gender and Number - Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall extend to and include the feminine gender and/or body corporate unless the context in which a particular word is used clearly requires otherwise.

ARTICLE II

CREATION AND PURPOSE OF THE TRUST FUND

2.01 Acceptance of Trust - The Trustee hereby accepts the trust constituted by this Trust Agreement (hereinafter referred to as the “Trust”).

2.02 Establishment of Trust Fund -

(a) As soon as practicable after the execution and delivery of this Trust Agreement and annually thereafter on or before October 31, the Company shall make a Contribution to the Trustee equal to A - B - C + D where:

A means an amount equal to the Liabilities;

B means an amount equal to the fair market value of the Trust Fund, excluding the value of any Letter of Credit;

C means the face amount of any Letter of Credit to be acquired; and

D means the fees required to obtain the Letter of Credit referred to in C.

(b) As soon as practicable after the execution and delivery of this Trust Agreement, the Company shall make arrangements enabling the Trustee to obtain a Letter of Credit in the amount contemplated in section 2.02(a). The Company shall before each Renewal Date make arrangements to renew or replace the Letter of Credit, unless the Company provides a Funding Notice to the Trustee.

(c) The Company shall inform the Trustee in writing that the fifty percent (50%) refundable tax has been withheld from the Contribution and remitted to the Receiver General within the prescribed time. The Trustee is not responsible for the collection of the Contribution nor for the adequacy of the Trust Fund to meet and discharge present or future liabilities of the Plans.

(d) The Company shall cause to be delivered to the Trustee an updated Schedule “A” identifying each Participant (and setting out the current address of each Participant, his or her social insurance number, and the name of his or her spouse and/or designated beneficiary) as Participants are added or deleted. In the event that in any calendar year no updated Schedule “A” has been delivered to the Trustee because no Participants have been added or deleted in that year, on or before March 1 of the following calendar year the Company shall either (i) deliver or cause to be delivered to the Trustee a new Schedule “A” updated to reflect current information or (ii) provide written notice to the Trustee confirming that the information on the most recently updated Schedule “A” is unchanged.

(e) The Partnership shall cause to be delivered to the Trustee a list identifying each partner of the Partnership as partners are added or deleted. Such list shall be provided to the Trustee no later than sixty (60) days after a partner is added or deleted.

2.03 Failure to Deliver Certification - Where no written report prepared by the Actuary setting out the Liabilities is received by the Trustee by November 1, the Trustee shall, on or before November 15 of such year, provide notice to each of the Participants of the failure of such certification to be delivered. Unless otherwise advised, the Trustee shall assume that the Liabilities that would have been identified in the report had it been filed are the same as the Liabilities contained in the most recently filed certification.

2.04 Events of Default

Where the Trust Fund includes a Letter of Credit:

(a) unless section 2.04(b) or (c) apply, in the event that there has been an Event of Default the Trustee shall forthwith demand payment under the Letter of Credit;

(b) in the event that there has been an Event of Default as described in paragraph (d) of the definition thereof which is in connection with fewer than four (4) Participants then in receipt of benefits under the Plans, the Trustee shall make a partial demand on the Letter of Credit in an amount equal to the accrued liabilities under the Plans in respect to the relevant Participants as determined by the Actuary less the fair market value of any other assets of the Trust Fund. For purposes of this paragraph, the right to the refundable tax shall not be considered an asset of the Trust Fund;

(c) in the event that there has been an Event of Default as described in paragraph (e) of the definition thereof, the Trustee may make a partial demand on the Letter of Credit in an amount equal to any unpaid compensation, disbursements and expenses less the fair market value of any other assets of the Trust Fund. For purposes of this paragraph, the right to the refundable tax shall not be considered an asset of the Trust Fund.

2.05 Fiscal Year End of the Trust Fund - The fiscal year of the Trust Fund shall end on the 31st day of December in each year.

2.06 Payments Out of the Trust Fund - Subject to the remainder of this Section 2.06, the Trustee shall, on the written directions of the Company and the Partnership, from time to time make payments out of the Trust Fund to such persons (which may include the Company or the Partnership) in such manner and in such amounts as is required under the terms of the Plan or Plans and this Trust Agreement.

Except where an Event of Default has occurred, where the Trust Fund includes a Letter of Credit the Trustee, in accordance with this Trust Agreement, shall pay to the bank which has agreed to issue the Letter of Credit (or any renewal or replacement thereof) on or before the date such payment is due, the portion of the Contribution which the Company informs the Trustee in writing is to be used as fees for the applicable Letter of Credit, as fees.

Following a Trigger, the Trustee shall act on the written direction of the Actuary as to the amounts to be paid out, to whom such amounts are to be paid and the dates of such payment, all in accordance with the Actuary’s interpretation of the Plans and the Trustee shall pay for the services of the Actuary in this regard from the Trust Fund. In the event of a Trigger, the Actuary shall consult with the Representative Participant with respect to such matters.

In the event that there has been an Event of Default as described in paragraph (d) of the definition thereof and section 2.04(b) is applicable, the Trustee shall act on the written direction of the Actuary as to the amounts to be paid out, to whom such amounts are to be paid and the dates of such payment, all in accordance with the Actuary’s interpretation of the Plans, and the Trustee shall pay for the services of the Actuary in this regard from the Trust Fund.

Upon a payment being made, the amount thereof shall no longer constitute a part of the Trust Fund. After all payments required to be made to all of the Participants in accordance with such directions have been made or provided for and no Participant is entitled to receive further payments from the Trust Fund, the balance of the Trust Fund shall be promptly paid over to the Company by the Trustee. In each instance, the written direction shall include a certification to the Trustee that such direction is in accordance with the terms of the Plans and this Trust Agreement.

If any person to whom payments are to be made is legally incompetent to receive them, the Trustee may make such payments to such person’s legal representative, and the receipt by such person’s legal representative shall be a complete release and discharge to the Trustee.

2.07 Trust Fund Held for Plan Purposes - The Trust Fund shall be held, maintained, administered, invested and re-invested by the Trustee in the manner and for the purposes provided in this Trust Agreement. No part of the corpus or income of the Trust Fund shall be used for or diverted to purposes other than those provided for under the terms of this Trust Agreement; provided the Trustee shall pay, or cause to be paid, out of the Trust Fund all expenses and fees pursuant to section 4.07, all taxes and other assessments levied or assessed under existing or future laws against the Trust Fund or any money, property or securities from time to time forming a part thereof, and shall withhold from payments out of the Trust Fund all taxes and other amounts required by any law to be so withheld, provided further that the Trustee shall review all tax levies and assessments with a view to determining the correctness thereof and, in cases where there is any doubt, shall forthwith notify the Company and the relevant Participants, so that there will be sufficient time for discussion and, where appropriate, appeal of any questionable levy or assessment.

2.08 Sufficiency of Trust Fund - Benefits under the Plans are to be paid from the Trust Fund to the extent that the Trust Fund shall suffice for such purpose. It shall be the responsibility of the Company to ensure that sufficient funds shall be provided to the Trustee to enable all present and future commitments and liabilities of the Trust Fund to be met and discharged. If, following a Trigger, the Actuary advises the Trustee that the Trust Fund is not sufficient to fully discharge all benefit and other obligations under the Plans, the Trustee shall act on the advice of the Actuary as to the reduced amounts to pay to the Participants.

ARTICLE III

INVESTMENTS

3.01 Investments - Subject to the appointment of an Investment Manager under section 3.02, the Trust Fund shall be held, invested and re-invested by the Trustee in accordance with the written directions of the Company, determined without in any way being limited to investments authorized for trustees under any applicable federal or provincial or territorial legislation or regulations.

3.02 Appointment of Investment Manager - The Company may appoint from time to time one or more investment managers (“Investment Manager”) who may be, but shall not be limited to, an employee of the Company, or a subsidiary thereof, or an employee of the Partnership, or a board or committee, the members of which consist of or include one or more of such employees, to manage the investment of the whole or any portion or portions of the Trust Fund.

In each case where an Investment Manager is appointed, the Company will provide the Trustee with written notice of such appointment and determine the assets of the Trust Fund to be allocated to such Investment Manager from time to time and issue written directions to the Investment Manager with respect to assets so allocated. The Trustee shall be entitled to rely conclusively on the directions of the Investment Manager with regard to the retention, investment and reinvestment of the Trust Fund or any portion thereof managed by such Investment Manager and shall be fully protected in acting in accordance with such directions.

Notwithstanding any investment authority given to an Investment Manager the Trustee may dispose of any assets of the Trust Fund on such terms as the Trustee may determine, upon notification of, and acknowledgement by, the Company, in order to pay any obligations imposed on the Trust Fund or to repay any loan authorized by this Trust Agreement.

The Trustee may assume that the appointment of an Investment Manager continues in force until receipt of written notice to the contrary from the Company.

3.03 Investment Following a Trigger - Following a Trigger, the appointment of the Investment Manager will cease for all purposes under this Trust Agreement and the Trustee shall liquidate the portfolio and invest the Trust Fund in Government of Canada Treasury Bills or high quality money market instruments.

ARTICLE IV

CONCERNING THE TRUSTEE

4.01 Duties and Responsibilities of the Trustee - The duties and responsibilities of the Trustee hereunder shall be limited to carrying out the terms of this Trust Agreement in all matters arising hereunder. The Trustee shall have no responsibilities in respect of the administration of the Plans.

4.02 General Powers - The Trustee shall have, and is hereby vested with all and every power, right and authority necessary or desirable to enable the Trustee to administer the Trust Fund and carry out its obligations and rights under this Trust Agreement but subject to section 3.01, including, without restricting the generality of the foregoing, full power and authority:

A. with any cash at any time held by it to purchase or otherwise acquire any securities or other investments of a kind permitted as aforesaid and to hold and retain the same in trust hereunder;

B. to sell for cash or on credit, or partly for cash and partly on credit, convey, exchange for other securities or other investments, convert, transfer, or otherwise dispose of any securities or other investments held by it at any time, by any means considered reasonable by the Trustee, and to receive the consideration price and grant discharges therefor;

C. following reasonable consultation with the Company or with the Representative Participant (if one has been elected or appointed) which consultation shall not impair the Trustee’s ability to act, to commence, defend, adjust or settle suits or legal proceedings in connection with the Trust Fund and to represent the Trust Fund in any such suits or legal proceedings and to keep the Participants and the Company fully informed thereof; and the Company and the Partnership hereby agree to fully indemnify the Trustee to its satisfaction against all expenses and liabilities sustained or anticipated by it by reason thereof to the extent the Trust Fund is not adequate therefor;

D. to exercise any conversion privileges, subscription rights, warrants and/or other rights or options available in connection with any investments at any time held by it, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to hold and retain any securities or other property which it may so acquire and generally to exercise any of the powers of an owner with respect to securities or other property held in the Trust Fund;

E. to vote personally, or by general or by limited proxy, any securities or other property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any securities or other property held by it at any time;

F. to renew or extend or participate in the renewal or extension of any security, upon such terms as it may deem advisable, and to agree to a reduction in the rate of interest on any security or of any guarantee pertaining thereto, in any manner and to any extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any security, or in the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure, to take a conveyance in lieu of foreclosure with or without paying a consideration therefor and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee;

G. to register any securities or other property held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that the same are held in a fiduciary capacity; and to hold securities or other property in bearer form; provided, however, that the books and records of the Trustee shall at all times show that all such securities or other property are part of the Trust Fund;

H. to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other documents of transfer and any and all other instruments in writing necessary or proper for the accomplishment of any of the powers herein granted; and

I. to hold any part of the Trust Fund uninvested if such action appears to be necessary or desirable in the administration of the Trust.

The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time.

4.03 Distribution Period Borrowing - In the event there is at any time insufficient assets in the Trust Fund to effect as and when due, any periodic or lump sum payment of benefits then payable under the Plans in accordance with the directions given to the Trustee under section 2.06 pending receipt from the Canada Customs and Revenue Agency of the refundable tax applicable to the Plans, the Trustee may, forthwith, borrow funds on terms acceptable to the Trustee acting reasonably from a lender acceptable to the Trustee, which may for certainty, include the Royal Bank Financial Group up to an amount of such refundable tax from any lender in an amount or amounts sufficient to enable it to effect such payment, and the Company shall bear the cost of such borrowing. The Company shall, if requested, reasonably co-operate with the Trustee to the extent required to effect any such borrowing and, in this regard the Company shall ensure the co-operation of its own bank. Following a Trigger, no further borrowing shall occur.

4.04 Limitation of Liability - The Trustee shall not be liable for any loss as a result of the making, retention, or sale of any investment or reinvestment or loan made by it or by an Investment Manager nor for any loss to or diminution of the Trust Fund except when such loss or diminution is due to its own negligence, misconduct, lack of good faith, or a breach of the standard of care as set out in section 4.05. The Company and the Partnership shall indemnify and save harmless the Trustee on its own behalf and in trust for the Trust Fund and the officers,

directors and employees of the Trustee against any loss resulting from a claim asserted by any person or persons where the Trustee has acted on the direction of the Company, the Partnership or an Investment Manager, or has not acted in the absence of any such direction.

4.05 Standard of Care - In exercising its powers and performing its responsibilities hereunder, the Trustee shall act honestly and in good faith and shall exercise the same degree of care, diligence and skill that a professional trustee would exercise in similar circumstances.

4.06 Counsel, Auditors, Advisors and Agents - The Trustee may employ such counsel (who may be counsel to the Company or the Partnership), auditors, advisors, agents or other persons as the Trustee may reasonably require for the purpose of discharging its duties hereunder and, provided reasonable care was exercised in the selection of them, shall be protected in acting in good faith on the opinion or advice of or information obtained from any counsel, auditors, advisors, agents or other persons whether retained or employed by the Company, the Partnership or by the Trustee, in relation to any matter arising in the administration of the Trust.

4.07 Compensation and Expenses - The Trustee shall be entitled to such compensation as may from time to time be mutually agreed upon in writing, by the Trustee and the Company and, following a Trigger, by the Trustee and the Representative Participant. Such compensation and all other disbursements made and expenses incurred in the creation of the Trust shall be paid out of, and shall constitute a charge against, the Trust Fund unless first paid by the Company. All compensation, disbursements and expenses incurred in the management and maintenance of the Trust Fund shall be paid out of, and shall constitute a charge against, the Trust Fund unless first paid by the Company.

4.08 Accounts and Records - The Trustee shall keep and maintain accurate and detailed accounts and records to record all transactions with respect to its administration of the Trust Fund. The Company, or any duly authorized representative, may at any time during usual business hours make an inspection and audit of the books and records of the Trustee relating to the Trust and an inspection of the assets held in the Trust Fund.

Within ninety (90) days following the end of the fiscal year of the Trust Fund, or following the last day of such other accounting period as may be agreed upon by the Company and the Trustee, and within ninety (90) days following the resignation or removal of the Trustee, the Trustee shall mail to the Company a statement of account showing all transactions with respect to its administration of the Trust Fund during the accounting period.

In the absence of specific written objections filed by the Company with the Trustee within six (6) months after the Company’s receipt of such statements of account, the same shall be deemed to have been approved; and in such case, or upon the written approval of the Company of any such statements of account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth therein as though the same had been settled by the decree of a court of competent jurisdiction; provided, however, that such release and discharge shall not apply to relieve the Trustee from liability for any matter or thing which arises as a result of the Trustee’s own negligence, misconduct, lack of good faith or a breach of the standard of care in section 4.05.

The Trustee may require the Company, the Partnership, the Participants, any surviving spouses, the Participants’ designated beneficiaries under the Plans or any legal representative of such persons to submit to it any information, data, reports or documents reasonably relevant to and suitable for the purposes of administering the Trust Fund.

4.09 Income Tax and Certain Other Obligations - The Trustee shall file, or cause to be filed, in prescribed form and within prescribed time, such annual income tax returns and information returns on behalf of the Trust Fund as are required by the Income Tax Act (Canada) or other applicable federal or provincial legislation and shall furnish the Participants and the Company with all requisite statements for income tax purposes. In connection with the Trustee’s obligations under the Income Tax Act (Canada) in particular, the Trustee shall calculate the refundable tax of the Trust Fund at the end of each taxation year and shall remit to the Receiver General out of the Trust Fund the amount of tax, if any, payable by it for the year or claim a refund of refundable tax owing to the Trust Fund, if applicable. The Trustee shall further perform all required withholding and reporting under the Income Tax Act (Canada), or other applicable federal or provincial legislation, in respect of distributions under the Plans.

The Company shall file, or cause to be filed, any and all returns and forms required to be filed by it with respect to the Plans by applicable law. In addition, the Company shall establish its own remittance account with the Canada Customs and Revenue Agency.

4.10 Representative Participant - - Following a Trigger, the Trustee shall, as soon as is reasonably possible, provide to all Participants a notice requiring them to appoint a Representative Participant who will be such person as is elected by a majority of them in a manner satisfactory to the Trustee within sixty (60) days of the issuance of such notice and failing that will be the Participant who the Actuary advises the Trustee has at such time the greatest present value of benefits payable hereunder. The Trustee will forthwith after learning of the identity of the Representative Participant provide notice to all of the Participants as to the identity of the Representative Participant who shall remain in such capacity until the earlier of the date of (a) the termination of the Trust, (b) his or her death, (c) a written certification, statement, letter or affidavit of a physician that the Representative Participant is incapable of managing his or her affairs (or, if later, the date same is received by the Trustee) or (d) the election of his or her replacement by a majority of the Participants in a manner satisfactory to the Trustee. If the position of Representative Participant remains vacant for a period of three (3) months following the appointment of the first (or any subsequent) Representative Participant, the replacement Representative Participant will be the Participant (other than a prior Representative Participant) who the Actuary advises has at such time the greatest present value of benefits payable hereunder.

4.11 Resignation and Removal of Trustee - A Trustee at the time acting hereunder may resign and be discharged from the Trust by filing written notice with the Company and the Partnership or, following a Trigger, the Representative Participant. Any Trustee hereunder may be removed at any time with or without cause by an instrument executed by the Company and the Partnership or, following a Trigger, the Representative Participant and filed with the Trustee. Such resignation or removal, as the case may be, shall take effect ninety (90) days after the instrument of resignation or removal has been filed as provided herein, unless the party with whom such instrument is filed waives such requirement.

4.12 Appointment of Successor Trustee - In case of the resignation or removal of a Trustee or in case a vacancy shall arise for any reason in the trusteeship of the Trust Fund, a successor Trustee, which shall be a duly licensed and qualified trust company, or one or more individuals (provided that no single Participant may be appointed) shall be appointed by an

instrument executed by (i) the Company and the Partnership or (ii) the Representative Participant following a Trigger. Acceptance of the appointment shall be evidenced in writing delivered by such Trustee to the Company and the Partnership or the Representative Participant, as the case may be. Any successor Trustee who accepts such appointment shall have the same powers and duties as those conferred upon the Trustee hereunder and, upon acceptance of such appointment by the successor Trustee, the Trustee shall assign, transfer and pay over to such successor Trustee the funds and properties then constituting the Trust Fund, together with any and all records, books and documents in the Trustee’s possession pertaining to the Trust Fund. Upon such transfer the Trustee shall be discharged from any further liability, obligations and responsibility under the Trust Fund or in connection with the Plans. The Trustee is authorized, however, to reserve such compensation and other expenses reasonably incurred in connection with the administration of the Trust to the date of the resignation or removal of the Trustee and any balance of such reserve remaining after the payment of such compensation and expenses shall be paid over to the successor Trustee.

In the event the Company and the Partnership or the Representative Participant, as the case may be, fails to appoint a successor Trustee within sixty (60) days of the resignation or removal, the Trustee, at the expense of the Trust Fund, shall have the right to seek appointment of a successor Trustee from a court of competent jurisdiction.

ARTICLE V

AMENDMENT AND TERMINATION

5.01 Amendment - Subject to section 5.02, the Company and the Partnership, acting jointly may, as long as a Trigger has not occurred, at any time and from time to time amend in whole or in part any or all of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trustee, provided that no such amendment which affects the rights, duties or responsibilities of the Trustee shall be made without the Trustee’s consent, and provided further that no such amendment shall authorize or permit any part of the Trust Fund to be used for or diverted to purposes other than those provided for under the terms of this Trust Agreement and for the payment of taxes and other assessments pursuant to sections 2.07 and 4.09. Following a Trigger, the Trustee may at any time and from time to time amend in whole or in part any or all of the provisions of this Trust Agreement by providing at least fifteen (15) days prior written notice thereof in writing delivered to the Representative Participant, provided that no such amendment which affects the rights, duties or responsibilities of the Participants shall be made without the consent of the Representative Participant, and provided that no such amendment shall authorize or permit any part of the Trust Fund to be used for or diverted to purposes other than those provided for under the terms of this Trust Agreement and for the payment of taxes and other assessments pursuant to sections 2.07 and 4.09.

5.02 Termination - As long as a Trigger has not occurred, this Trust Agreement may be terminated by mutual written agreement of the parties hereto; provided that, if this Trust Agreement is terminated prior to the date all payments required by the Plans to be made to the Participants are made, it may only be terminated with the prior written consent of the Participants.

Following a Trigger, this Trust Agreement may be terminated on the instruction of the Representative Participant. Upon termination of the Trust, the Trustee will wind-up and terminate the Trust Fund as follows:

(a) provide for final accounting for the purposes of the termination of the Trust Fund;

(b) file final trust, information and tax returns under applicable federal and provincial law and obtain the necessary clearance certificates; and

(c) take the proper steps (including, for greater certainty, any required borrowing under section 4.03) to distribute the balance, if any, of the Trust Fund in lump sum amounts in accordance with directions received under section 2.06, as applicable.

5.03 Automatic Termination - Notwithstanding section 5.02, this Trust Agreement shall automatically terminate if, following a Trigger, the value of the Trust Fund falls below $100,000. In this circumstance, the Trustee shall divide the Trust Fund into separate accounts for each of the then Participants and shall pay out to the Participants commencing on the 15th day of July first following the date on which the value of the Trust Fund falls below $100,000 and on the 15th of each month thereafter with the payments for the first twelve (12) month period each equal to one-sixtieth (1/60th) times the amount in the account of the Trust Fund at the start of such period allocated to such Participant, less annual expenses; on the following July 15 for a subsequent twelve (12) month period one forty-eighth (1/48th) times the amount in the account in the Trust Fund at the start of such period allocated to such Participant, less annual expenses, and on the following July 15 for a subsequent twelve (12) month period one thirty-sixth (1/36th) times the amount in the account in the Trust Fund at the start of such period allocated to such Participant, less annual expenses, and continuing in such manner until the completion of five (5) years from the first payment when the remaining value of the amount in the account of the Trust Fund allocated to the Participant will be fully distributed to the Participant and the Trust Fund will be wound up in the manner set forth in sections 5.02 (a) and (b).

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.01 Notice - Any communication, notice or direction between the Company, the Partnership, a Participant, the Actuary or the Trustee pursuant to any of the provisions of this Trust Agreement shall be given in writing by such person or persons as are designated for such purpose and the Trustee shall be fully protected in acting in accordance with such communication, notice or direction. The Company and the Partnership shall from time to time in the form set out in Schedule “B” provide the Trustee with the names, title and specimen signatures of the persons which are from time to time so designated by it.

Communications, notices and directions shall be deemed sufficiently made if delivered personally or sent by telecopier or by prepaid first class mail addressed:

If to the Trustee to:
Royal Trust Corporation of Canada
4th Floor Royal Trust Tower P.O. Box 7500, Station “A” Toronto ON M5W 1P9
Attention:	RBC Investments, Personal Trust
Facsimile:	(416) 955-5091
If to a Participant to the address provided in Schedule “A”.
If to the Company or the Partnership to:
IMC Global
Suite 300 Lake Forest IL 60045-2561
Attention:	Senior Vice President, Human Resources
Facsimile:	(847) 739-1610
If to the Actuary to:
Hewitt Associates
25 Sheppard Avenue West Toronto ON M2N 6T1
Attention:
Facsimile:	(416) 225-9790

Any communication, notice or direction so given shall be deemed to have been given and received when delivered personally or when sent by telecopier, or, subject to disruptions in the postal service, on the fifth (5th) business day following the day on which it was so mailed. The Company, the Partnership, a Participant, the Actuary and the Trustee may from time to time by notice aforesaid change their respective addresses for notice hereunder, however, any communication, notice or direction shall be deemed to have been given and received as aforesaid if delivered, telecopied or mailed to the last address of the recipient on file with the sender.

In the event of a postal disruption, all communications, notices and directions hereunder shall be delivered personally or sent by telecopier.

6.02 Notice of Alienation, Assignment and Execution - The Trustee will notify the Company upon the receipt by the Trustee of any assignment or attempt of assignment or notice thereof or of any involuntary assignment, seizure, garnishment or any process of law or execution or notice thereof in respect of any benefit payable out of the Trust Fund.

6.03 Assignment of Trust Agreement - This Trust Agreement may not be assigned by the Trustee, except as provided herein, without the consent in writing of the Company and the

Partnership but may be assigned by the Company or the Partnership to a successor in the business of the Company or the Partnership or to a corporation with which the Company or the Partnership or a corporation resulting from any reconstruction or reorganization of the Company or the Partnership. Any corporation into which the Trustee may merge or with which it may be amalgamated, or any corporation resulting from any merger or amalgamation to which the Trustee may be a party, or any corporation to which all or substantially all the trust business of the Trustee may be transferred, shall be the successor of the Trustee hereunder, without the execution or filing of any instrument or the performance of any further act.

6.04 Representations and Warranties - The Company and the Partnership confirm that the recitals to this Trust Agreement are true and correct.

6.05 Governing Law and Attornment - This Trust Agreement and all amendments thereto will be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

For the purposes of all legal proceedings this Trust Agreement will be deemed to have been performed in the Province of Saskatchewan and the courts of the Province of Saskatchewan will have jurisdiction to entertain any action arising under this Trust Agreement. The Company, the Partnership and the Trustee each hereby attorns to the jurisdiction of the courts of the Province of Saskatchewan

6.06 Binding Effect - This Trust Agreement shall enure to the benefit of and be binding upon the Company, the Partnership, the Trustee and their respective successors and assigns.

IN WITNESS WHEREOF the parties hereto have hereunto executed this Trust Agreement with effect as of the date first above written.

ROYAL TRUST CORPORATION OF CANADA

IMC CANADA LTD.

J. Reid Porter, Vice President

E. Paul Dunn, Jr., Treasurer

IMC ESTERHAZY CANADA LIMITED PARTNERSHIP by its General Partner, International Minerals & Chemical (Canada) Global Limited

J. Reid Porter, Vice President

E. Paul Dunn, Jr., Treasurer

EX-13

Exhibit 13

Financial Table of Contents

	Page
Management’s Discussion and Analysis of Financial Condition and Results of Operations
•    Introduction	1
•    Key Factors Affecting Results of Operations and Financial Condition	1
•    Results of Operations	3
Phosphates	7
Potash	10
Offshore	13
Selling, General and Administrative Expenses	14
Restructuring (Gain) Loss	15
Interest Expense, net	15
Foreign Currency Transaction (Gain) Loss	15
Gain on Extinguishment of Debt	15
Other (Income) Expense	15
Provision for Income Taxes	16
Equity in Earnings of Non-Consolidated Companies	16
•    Critical Accounting Estimates	16
•    Capital Resources and Liquidity	21
•    Off-Balance Sheet Arrangements and Obligations	25
•    Market Risk	27
•    Environmental, Health and Safety Matters	29
•    Contingencies	33
•    Related Parties	33
•    Recently Issued Accounting Guidance	33
•    Forward-Looking Statements	34
Report of Independent Registered Public Accounting Firm	37
Consolidated Statements of Operations	38
Consolidated Balance Sheets	39
Consolidated Statements of Cash Flows	40
Consolidated Statements of Stockholders’ Equity	41
Notes to Consolidated Financial Statements	42
Quarterly Results	89
Five Year Comparison	90
Schedule II – Valuation and Qualifying Accounts	91
Management’s Report on Internal Control Over Financial Reporting	92
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	94

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The Mosaic Company (“Mosaic”, and individually or in any combination with its consolidated subsidiaries, “we”, “us”, “our”, or the “Company”) was created to serve as the parent company of the business that was formed through the business combination (“Combination”) of IMC Global Inc. (“IMC” or “Mosaic Global Holdings”) and the Cargill Crop Nutrition fertilizer businesses (“CCN”) of Cargill, Incorporated and its subsidiaries (collectively, “Cargill”) on October 22, 2004.

We are one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. 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, including consolidated variable interest entities and investments accounted for by the equity method. We are organized in three business segments.

Our Phosphates business segment owns and operates mines and production facilities in Florida which produce phosphate fertilizer and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce phosphate fertilizer. Our Phosphates segment’s results include North American distribution activities. Our consolidated results also include Phosphate Chemicals Export Association, Inc. (“PhosChem”), a U.S. Webb-Pomerene Act association of phosphate producers which exports phosphate fertilizer products around the world for us and PhosChem’s other member. Our share of PhosChem’s sales volumes of dry phosphate fertilizer products is approximately 85%.

Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based fertilizer, animal feed ingredients and industrial products. Potash sales include domestic and international sales. We are a member of Canpotex, Limited (“Canpotex”), an export association of Canadian potash producers through which we sell our Canadian potash internationally. Our share of Canpotex’s sales, by volume, of potash fertilizer was 37.5% in fiscal 2008.

Our Offshore business segment consists of sales offices, fertilizer blending and bagging facilities, port terminals and warehouses in several key international countries, including Brazil. In addition, we own or have strategic investments in production facilities in Brazil and a number of other countries. Our Offshore segment serves as a market for our Phosphates and Potash segments but also purchases and markets products from other suppliers worldwide.

Key Factors Affecting Results of Operations and Financial Condition

Our primary products, phosphate and potash fertilizers are, to a large extent, global commodities that are also available from a number of domestic and international competitors, and are sold by negotiated contracts or by reference to published market prices. The most important competitive factor for our products is delivered price. As a result, the markets for our products are highly competitive. Business and economic conditions and governmental policies affecting the agricultural industry are the most significant factors affecting worldwide demand for crop nutrients. The profitability of our businesses is heavily influenced by worldwide supply and demand for our products, which affects our sales prices and volumes. Our costs per tonne to produce our products are also heavily influenced by worldwide supply and demand because of the significant fixed costs associated with owning and operating our major facilities.

The strong agricultural fundamentals and increased demand and resulting increases in the market prices for our primary products that began in the latter part of fiscal 2007 has continued throughout fiscal 2008 and into fiscal 2009. The increased global demand is being driven by increasing world population, household incomes, and demand for more protein rich food, particularly in developing regions such as China, India, and Latin America, and also by the growth in the biofuels industry, such as the U.S. ethanol market.

To better serve our customers and help respond to the tight market conditions for our products caused by the rising global demand for food and fuel, we have completed several capacity expansion initiatives and have announced a number of additional initiatives to expand our production capacities, primarily in our Potash

1

business and also in our Phosphates business. We plan to expand the production capacity of our existing potash mines by more than five million tonnes over the next twelve years. Some of the annual expansions are already underway while others are in the planning and approval stages. In our Phosphates business, in fiscal 2009, we plan to restart one of two indefinitely closed phosphoric acid production lines at our South Pierce, Florida phosphates facility, and engage in other debottlenecking activities to increase our production capacities.

World prices for the key inputs for concentrated phosphate products, including ammonia, sulfur and phosphate rock, have an effect on industry-wide phosphate prices and costs. The primary feedstock for producing ammonia is natural gas, and costs for ammonia are generally highly dependent on natural gas prices. Sulfur is a world commodity that is primarily produced as a byproduct of oil refining, where the cost is based on supply and demand of the commodity. We produce substantially all of our requirements for phosphate rock. During fiscal 2008, market prices for ammonia and sulfur, as well as for phosphate rock purchased in the world market by non-integrated producers of finished phosphate fertilizers, rose dramatically. We believe that the resulting upward pressure on the market price for finished phosphate fertilizer more than offset our Phosphates business’ increased costs for raw materials in fiscal 2008 in part because of our competitive advantages as an integrated producer of both finished phosphate fertilizers and phosphate rock, and from our investments in infrastructure for sourcing sulfur.

Much of our production is sold based on the market prices prevailing at the time of sale. We sell a portion on the basis of forward sales. The forward sales can either be on a fixed priced basis or can be priced at the time of shipment on a ‘formula’ basis. In some cases, customers prepay us for forward sales. The mix and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include among others optimizing our production and operating efficiency with warehouse limitations and customer needs. In a period of rising prices, forward sales programs at fixed prices create a lag between prevailing market prices and our average realized selling prices. Prepaid forward sales can also increase our liquidity and accelerate cash flows.

Our Potash business is significantly affected by the capital and operating costs we incur to manage brine inflows at our potash mine at Esterhazy, Saskatchewan, by natural gas costs for operating our potash solution mine at Belle Plaine, Saskatchewan, by Canadian resource taxes and royalties that we pay the Province of Saskatchewan to mine our potash reserves, and by increasing inflationary pressures on resources, such as labor, processing materials and construction costs, due to the high rate of economic growth in western Canada where we produce most of our potash.

Our Offshore business primarily sells products produced by our Phosphates and Potash businesses as well as by other suppliers. As a result, its profitability does not typically change significantly as product prices change except to the extent that it sells from inventory positions taken in earlier periods. During the current period of rising selling prices, our Offshore business has benefited significantly from effective inventory positioning.

Our results of operations are also affected by changes in currency exchange rates due to our international footprint. The most significant currency impacts are generally from the Canadian dollar and the Brazilian Real:

• The functional currency for several of our Canadian entities is the Canadian dollar. A stronger Canadian dollar generally reduces these entities’ operating earnings. A weaker Canadian dollar has the opposite effect. We generally hedge a portion of the anticipated currency risk exposure. Gains or losses on these hedge contracts, both for open contracts at quarter end (unrealized) and settled contracts (realized), are recorded in cost of goods sold.

• The functional currency for our Brazilian affiliate is the Brazilian Real. We typically finance Brazilian inventory purchases with U.S. dollar denominated liabilities. A weaker U.S. dollar has the impact of reducing these liabilities on a functional currency basis. When this occurs, an associated foreign currency gain is recorded in non-operating income (foreign currency transaction (gain)/loss). A stronger U.S dollar has the opposite effect. We generally hedge a portion of this currency exposure. Associated gains or losses on these foreign currency contracts are also recorded in non-operating income.

2

A discussion of these and other factors that affected our results of operations and financial condition for the periods covered by this Management’s Discussion and Analysis of Financial Condition and Results of Operations is set forth in further detail below. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of our annual report on Form 10-K, and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents.

Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes which are the equivalent of 2,205 pounds; unless we specifically state that we mean long ton(s) which is the equivalent of 2,240 pounds. References to a particular fiscal year are to the twelve months ended May 31 of that year. In the following table, there are certain percentages that are not considered to be meaningful and are represented by “NM”.

Results of Operations

The following table shows the results of operations for the three years ended May 31, 2008, 2007 and 2006:

	Years Ended May 31									2008-2007					2007-2006
(in millions, except per share data)	2008			2007			2006			Change			Percent		Change			Percent
Net sales	$	9,812.6		$	5,773.7		$	5,305.8		$	4,038.9		70%		$	467.9		9%
Cost of goods sold		6,652.1			4,847.6			4,668.4			1,804.5		37%			179.2		4%
Gross margin		3,160.5			926.1			637.4			2,234.4		241%			288.7		45%
Gross margin percentage		32.2%			16.0%			12.0%
Selling, general and administrative expenses		323.8			309.8			241.3			14.0		5%			68.5		28%
Restructuring loss (gain)		18.3			(2.1	)		287.6			20.4		NM			(289.7	)	NM
Other operating expenses		11.7			2.1			6.6			9.6		457%			(4.5	)	(68%	)
Operating earnings		2,806.7			616.3			101.9			2,190.4		355%			514.4		505%
Interest expense, net		90.5			149.6			153.2			(59.1	)	(40%	)		(3.6	)	(2%	)
Foreign currency transaction loss		57.5			8.6			100.6			48.9		569%			(92.0	)	(91%	)
Loss (gain) on extinguishment of debt		2.6			(34.6	)		-			37.2		NM			(34.6	)	NM
Other (income) expenses		(26.3	)		(13.0	)		8.2			(13.3	)	102%			(21.2	)	NM
Earnings (loss) before income taxes		2,682.4			505.7			(160.1	)		2,176.7		430%			665.8		NM
Provision for income taxes		714.9			123.4			5.3			591.5		479%			118.1		2,228%
Equity in net earnings of nonconsolidated companies		124.0			41.3			48.4			82.7		200%			(7.1	)	(15%	)
Minority interests in net earnings of consolidated companies		(8.7	)		(3.9	)		(4.4	)		(4.8	)	123%			0.5		(11%	)
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)	$	1,663.1		396%		$	541.1		NM
Diluted earnings (loss) per share	$	4.67		$	0.95		$	(0.35	)	$	3.72		392%		$	1.30		NM
Weighted average diluted shares outstanding		445.7			440.3			382.2

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Overview of Fiscal 2008, 2007 and 2006

Net earnings for fiscal 2008 were $2.1 billion, or $4.67 per diluted share, compared with net earnings for fiscal 2007 of $419.7 million, or $0.95 per diluted share, and a net loss of $121.4 million, or $0.35 per diluted share, for fiscal 2006. The more significant factors that affected our results of operations and financial condition in fiscal 2008, 2007 and 2006 are listed below. These factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Fiscal 2008 Compared to Fiscal 2007

• Our net sales and gross margins in fiscal 2008 continued to benefit from strong agricultural fundamentals that resulted in significant increases in crop nutrient prices driven by robust demand and tight market supplies. Market prices for phosphates were also driven by significant increases in the cost of key raw materials, including ammonia and sulfur and, for non-integrated producers of finished phosphate fertilizers that do not produce their own phosphate rock, open-market prices for phosphate rock. The increases in crop nutrient prices were partially offset by higher raw material costs in our Phosphates segment and increased Canadian resource taxes and royalties in our Potash segment. Our average crop nutrient selling prices have continued to rise in fiscal 2009.

• Our Phosphates segment average selling price for diammonium phosphate fertilizer (“DAP”) nearly doubled to $513 per tonne in fiscal 2008 from $264 in fiscal 2007. The DAP average selling price in the fourth quarter of fiscal 2008 was $754 per tonne.

• Our average muriate of potash (“MOP”) selling price increased 57% to $226 per tonne in fiscal 2008 from $144 per tonne in fiscal 2007. The MOP average selling price in the fourth quarter of fiscal 2008 was $335 per tonne.

• Our Potash segment sold 8.6 million tonnes of potash in fiscal 2008 compared to 7.9 million tonnes in fiscal 2007 primarily due to having additional production tonnes available from the May 2007 expansion of our Esterhazy, Saskatchewan potash mine.

• Increasing raw material costs for sulfur and ammonia have adversely impacted our Phosphates’ segment costs and continue to do so. Our average purchase price paid for sulfur increased 197% to $184 per long ton in fiscal 2008 from $62 per long ton in fiscal 2007. The purchase price paid for ammonia in Central Florida increased 22% to $404 per tonne in fiscal 2008 from $331 per tonne in fiscal 2007. Our average purchase prices paid for sulfur and ammonia were $389 per long ton and $573 per tonne, respectively, in the fourth quarter of fiscal 2008.

• Production costs in our Potash segment increased as a result of significantly higher Canadian resource taxes and royalties, the effect of a stronger Canadian dollar on operating costs and, to a lesser extent, higher costs for resources due to continuing inflationary pressures. We recorded approximately $361.8 million and $154.1 million in Canadian resources taxes and royalties in fiscal 2008 and 2007, respectively. This is a result of our increased profitability and the surge in potash selling prices, a trend which we expect to lead to a substantial increase in these costs again in fiscal 2009. Also, the continuing high rate of economic growth in western Canada, where we produce most of our potash, along with the global boom in commodity prices, has resulted in inflationary pressures on other important resources we use in our Potash business, including steel, reagents, and labor for routine maintenance. We expect that inflationary pressures will also impact the capital cost of our planned Potash capacity expansions. Our production costs, particularly at our Belle Plaine solution mine, were also impacted by inflationary pressures on natural gas.

• Our Offshore segment results were strong primarily due to the benefit of positioning of lower cost inventories in a period of rising selling prices.

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• In fiscal 2008, we had income tax expense of $714.9 million, an effective tax rate of 26.7%, on pre-tax earnings of $2.7 billion, compared to income tax expense of $123.4 million, an effective tax rate of 24.4%, on pre-tax earnings of $505.7 million in fiscal 2007. Income tax expense increased in fiscal 2008 due to our increased profitability, partially offset by several tax benefits including $34.0 million related to a reduction in Canadian deferred tax liabilities as a result of a reduction in the statutory federal corporate tax rate, $29.8 million related to the reduction of the valuation allowance on the U.S. deferred tax assets and approximately $30.0 million related to a reduction of the valuation allowance on non-U.S. deferred tax assets and $62.2 million due to our ability to utilize foreign tax credits. In fiscal 2007, income tax expense was reduced by approximately $46.0 million due to a reduction of the Canadian deferred tax liabilities as a result of a reduction in the statutory federal corporate tax rate and elimination of the Canadian corporate surtax rate.

• We generated $2.5 billion in cash flow from operations in fiscal 2008 compared with $707.9 million in fiscal 2007. Our improved cash flow during fiscal 2008 allowed us to fund the prepayment of $750.0 million of long-term debt resulting in a reduction in interest expense of $47.5 million in fiscal 2008. Our outstanding senior notes received investment grade ratings from two credit rating agencies¹ in early June 2008. This resulted in the fall away of certain restrictive covenants of the senior notes and provides us greater flexibility in making financial, investment and operating decisions.

Fiscal 2007 Compared to Fiscal 2006

• Our sales and gross margins benefited from strong agricultural fundamentals and demand for phosphate and potash fertilizers in fiscal 2007, particularly in the second half. This was partially due to demand growth from countries that have been the traditional drivers for food production such as India and Brazil. In addition, there were new demand drivers as a result of strong growth in the biofuels industry, such as the U.S. ethanol market. As a result of the strong agricultural fundamentals:

• Our average price for DAP rose to $264 per tonne in fiscal 2007 from $245 in fiscal 2006. Almost all of the increase occurred in the fourth quarter of fiscal 2007, when our average price for DAP rose to $338 per tonne, compared with $246 per tonne in third quarter of fiscal 2007 and $248 per ton in the fourth quarter of fiscal 2006. In May 2007, PhosChem entered into a supply contract with a major importer in India, under which it supplied 1.1 million tonnes of DAP from June 2007 through November 2007 at a delivered price of $477 per tonne, including ocean freight. In August 2007, PhosChem signed an additional supply contract with a major importer in India, under which it supplied an additional 0.6 million tonnes of DAP from August 2007 through March 2008 at a delivered price of $495 per tonne, including ocean freight.

• Our Potash segment sold 7.9 million tonnes of potash in fiscal 2007 compared to 6.5 million tonnes in fiscal 2006, when volumes were unfavorably affected by a lack of supply contracts in the latter half of fiscal 2006. In February 2007, Canpotex entered into a potash supply contract with a large fertilizer distributor in China for a $5 per tonne increase over calendar 2006 prices and with importers in India at a $50 per tonne delivered price increase.

• Our Offshore segment also benefited from the stronger global demand for fertilizers by selling inventory purchased at lower market prices prevailing at the time of purchase.

• In fiscal 2007, we completed an expansion of the capacity of our Esterhazy, Saskatchewan potash mine by adding 1.1 million tonnes of annual capacity for a capital cost of approximately $38 million.

¹ A security rating is not a recommendation to buy, sell, or hold securities. Although a security rating may be subject to revision or withdrawal at any time by the assigning rating organization, any such revision or withdrawal would not affect the fall-away of the covenants relating to the senior notes. Each rating should be evaluated separately from any other rating.

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Pursuant to an existing tolling contract, a customer is entitled to one-quarter of the additional production until the customer receives all of its available reserves under the contract. The customer paid one-quarter of the costs of the expansion.

• In December 2006, the brine inflows at our Esterhazy, Saskatchewan potash mine increased to a level that was significantly higher than we had previously experienced. In the second half of fiscal 2007 and continuing throughout fiscal 2008, we incurred higher operating and capital costs associated with our remediation of the brine inflows. Our remediation efforts reduced the brine inflows to a rate that is consistent with our experience in recent years, and our increased pumping efforts began reducing the level of brine in the mine. We expensed $56.2 million and capitalized $45.9 million related to all brine inflows during fiscal 2007. Approximately 25% of these costs for the brine inflows were reimbursed by a third party customer for whom we toll potash reserves.

• Our selling, general and administrative expenses increased, primarily as a result of higher incentive compensation accruals related to our improved operating results, higher share-based compensation costs, changes in our executive leadership, including the retirement of our former Chief Executive Officer and President, changes in our long-term incentive awards to employees, and our implementation of a new enterprise resource planning system and related costs. During the post-implementation phase, we continued to incur costs related to stabilizing the system. The comparison of our selling, general and administrative expenses in fiscal 2007 to fiscal 2006 was also affected by our reversal in fiscal 2006 of an allowance of approximately $14 million associated with value-added tax credits in Brazil.

• In December 2006, we refinanced approximately $2 billion in debt (“Refinancing”). The Refinancing created a pre-tax gain on the extinguishment of debt of $33.9 million in the third quarter of fiscal 2007. Our strong cash flow from operations in fiscal 2007 permitted us to pay approximately $280 million of debt in the fourth quarter of fiscal 2007, which triggered an additional gain on the extinguishment of debt of $0.7 million.

• We had foreign currency transaction losses in both fiscal 2007 and 2006. In both years, this was mainly the result of the effect of a stronger Canadian dollar on large U.S. denominated intercompany receivables held by our Canadian subsidiaries. The average value of the Canadian dollar increased by 2.8% in fiscal 2007 and 12.4% in fiscal 2006.

• In fiscal 2007, we had income tax expense of $123.4 million, an effective tax rate of 24.4%, on pre-tax income of $505.7 million, compared to $5.3 million, an effective tax rate of 3.3%, on the pre-tax loss of $160.1 million in fiscal 2006. In fiscal 2007, income tax expense was reduced by approximately $46.0 million due to a reduction of the Canadian deferred tax liabilities as a result of a reduction in the statutory federal corporate tax rate and elimination of the Canadian corporate surtax rate. In fiscal 2006, we had tax expense of $5.3 million on a pre-tax loss of $160.1 million primarily as a result of losses in the U.S. and Brazil, for which no tax benefit was recorded, including substantially all of the $287.6 million restructuring and other charges, and because our Canadian-based businesses generated most of our pre-tax income which was taxed at relatively higher rates than our other businesses. This was partially offset by an $81.0 million tax benefit from a reduction in our Canadian provincial tax rates which resulted in a reduction of our Canadian deferred tax liabilities.

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Phosphates Net Sales and Gross Margin

The following table summarizes Phosphates net sales, gross margin, sales volumes and certain other information:

	Years Ended May 31									2008-2007					2007-2006
(in millions, except price per tonne or unit)	2008			2007			2006			Change			Percent		Change			Percent
Net sales:
North America	$	2,332.4		$	1,284.4		$	929.2		$	1,048.0		82	%	$	355.2		38	%
International		3,373.8			1,919.5			2,168.3			1,454.3		76	%		(248.8	)	(11	%)
Total		5,706.2			3,203.9			3,097.5			2,502.3		78	%		106.4		3	%
Cost of goods sold		3,625.1			2,772.2			2,849.8			852.9		31	%		(77.6	)	(3	%)
Gross margin	$	2,081.1		$	431.7		$	247.7		$	1,649.4		382	%	$	184.0		74	%
Gross margin as a percent of net sales		36.5	%		13.5	%		8.0	%
Sales volume (in thousands of metric tonnes)
Fertilizer (a) :
North America		3,732			2,856			2,661			876		31	%		195		7	%
International		4,456			5,201			6,520			(745	)	(14	%)		(1,319	)	(20	%)
Total		8,188			8,057			9,181			131		2	%		(1,124	)	(12	%)
Feed Phosphates		896			845			914			51		6	%		(69	)	(8	%)
Total		9,084			8,902			10,095			182		2	%		(1,193	)	(12	%)
Average selling price per tonne:
DAP (FOB plant)	$	513		$	264		$	245		$	249		94	%	$	19		8	%
Average purchase price paid per unit:
Ammonia (metric tonne) (Central Florida)	$	404		$	331		$	343		$	73		22	%	$	(12	)	(3	%)
Sulfur (long ton)		184			62			72			122		197	%		(10	)	(14	%)

^(a) Excludes tonnes sold by PhosChem for its other members

Fiscal 2008 compared to Fiscal 2007

Phosphates’ net sales increased 78% to $5.7 billion in fiscal 2008, compared to $3.2 billion in fiscal 2007 mainly due to a significant increase in phosphate selling prices along with a slight increase in sales volumes. The increase in phosphate selling prices was due to the factors described in “Overview of Fiscal 2008, 2007, and 2006”. Our forward selling programs resulted in about a two to three-month lag between prevailing market prices and our realized prices for our products.

Our average DAP price was $513 per tonne in fiscal 2008, an increase of $249 per tonne compared with fiscal 2007. Phosphate selling prices continually increased during fiscal 2008 due to strong fundamentals and increased raw material costs, as further described in “Overview of Fiscal 2008, 2007, and 2006”. Our average DAP price for the fourth quarter of fiscal 2008 was $754 per tonne compared to $487 per tonne for the third quarter of fiscal 2008; while our average DAP price for the fourth quarter of fiscal 2007 was $338 per tonne.

In fiscal 2008, sales volumes increased 2% to 9.1 million tonnes of phosphate fertilizer and animal feed ingredients, compared with 8.9 million tonnes for fiscal 2007. Sales volumes in North America increased 31% as

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this region continues to exhibit strong demand growth combined with execution on our plan to grow sales in this region. Sales volumes to international markets declined 14% due to the increased volume sold into North America.

Included in our consolidated net sales and cost of goods sold in fiscal 2008 are sales of $491.7 million for the other member of PhosChem, compared with $376.1 million in fiscal 2007.

Our average feed phosphate price increased by approximately 35% in fiscal 2008 compared with levels a year ago. We have a stable customer base consisting of feed integrators and end users that supply the three key customer segments worldwide—poultry, hogs and cattle. Feed phosphate demand was strong this past fiscal year despite the industry challenge facing our customers of rapidly rising input costs, including phosphates.

Gross margin for Phosphates in fiscal 2008 was $2.1 billion compared with $431.7 million in fiscal 2007. Gross margin as a percentage of net sales increased to 36.5% in fiscal 2008 from 13.5% in fiscal 2007 due to an approximate doubling of fertilizer selling prices, partly offset by higher market prices for our sulfur and ammonia raw material purchases. Our average purchase price paid for sulfur increased 197% to $184 per long ton in fiscal 2008 from $62 per long ton in fiscal 2007. The average purchase price paid for ammonia in Central Florida increased 22% to $404 per tonne in fiscal 2008 from $331 per tonne in fiscal 2007. In the fourth quarter of fiscal 2008, our average purchase prices paid for sulfur and ammonia were $389 per long ton and $573 per tonne, respectively. The increases in market prices for sulfur reflected high demand coupled with insufficient supply, primarily due to oil refinery production issues. These factors have continued into fiscal 2009. We did not experience significant production issues due to lack of sulfur availability in fiscal 2008. We believe that our investments in sulfur transportation assets and other actions we are taking should allow us to avoid significant effects on production due to lack of sulfur and continue to afford us a competitive advantage in the cost of and access to available sulfur.

Our production of DAP and monoammonium phosphate fertilizer (“MAP”) was 8.0 million tonnes for fiscal 2008, compared to 7.9 million tonnes for the same period last year.

Our phosphate rock production was 15.8 million tonnes during fiscal 2008, compared with 13.7 million tonnes for the same period a year ago. The increase in production was primarily due to the restart of our Wingate mine in the first quarter of fiscal 2008, debottlenecking initiatives we undertook at our Wingate mine that increased its productive capacity, and increased operating rates at other mines.

Fiscal 2007 compared to Fiscal 2006

Phosphates’ net sales increased 3% to $3.2 billion in fiscal 2007, mainly due to higher phosphates prices in the fourth quarter of fiscal 2007, partially offset by a decline in sales volumes.

Our average DAP price was $264 per tonne in fiscal 2007, an increase of $19 per tonne compared with fiscal 2006. Stronger agricultural market fundamentals in the second half of fiscal 2007, including tight market supplies, led to a sharp increase in DAP prices. Our forward selling programs resulted in about a two to three-month lag between prevailing market prices and our realized prices for our products. Therefore, the higher market prices that were reported beginning in the third fiscal quarter began to be realized in the fourth quarter of fiscal 2007. Our average DAP price for the fourth quarter of fiscal 2007 was $338 per tonne compared to $246 per tonne for the third quarter of fiscal 2007, while our average DAP price for the fourth quarter of fiscal 2006 was $248 per tonne.

In fiscal 2007, sales volumes declined 12% to 8.9 million tonnes of phosphate fertilizer and animal feed ingredients, compared with 10.1 million tonnes for fiscal 2006. Sales volumes to North America increased 7% as a result of an improved agricultural sector based on much higher grain prices in the second half of fiscal 2007. Sales volumes to international markets declined 20% as strong demand in India was more than offset by lower

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sales to China, as a result of increased domestic production of phosphate fertilizer in China. In addition, Australia sales volumes decreased as a result of a drought and the end of a marketing agreement with a third party. Our sales volumes were also down as a result of our indefinite closure of our Green Bay and South Pierce plants at the end of fiscal 2006.

In addition, our consolidated net sales and cost of goods sold in fiscal 2007 included sales of $376.1million for other members of PhosChem, compared with $126.6 million in fiscal 2006.

Our average feed phosphate price increased by approximately 14% in fiscal 2007 compared with fiscal 2006. Feed phosphate demand was strong during fiscal 2006, resulting in tight global supplies. This resulted in high operating rates at our feed plants in New Wales and Riverview. Feed phosphate pricing trends trailed those of the phosphate fertilizer sector by approximately six months in fiscal 2007.

Gross margin for Phosphates in fiscal 2007 was $431.7 million compared with $247.7 million in fiscal 2006. Gross margin as a percentage of net sales increased to 13.5% in fiscal 2007 from 8.0% in fiscal 2006 primarily due to a $19 per tonne increase in average selling prices. In addition, costs of goods sold declined due to reduced production and lower ammonia and sulfur prices. These were partially offset by higher idle plant costs due to the restructuring of the Phosphates business, in which we indefinitely closed the Green Bay, South Pierce and Fort Green facilities at the end of May 2006. For fiscal 2007, the average purchase price of ammonia in Central Florida declined by $12 per tonne from the prior year to $331 per tonne. Average sulfur prices declined by $10 per long ton to $62 per long ton. Phosphates had unrealized mark-to-market gains of $11.7 million for fiscal 2007, mainly related to natural gas derivative contracts, compared with losses of $11.1 million in fiscal 2006. These gains and losses are included in our cost of goods sold.

Our production of DAP and MAP was 7.9 million tonnes for fiscal 2007, compared to 9.1 million tonnes of dry concentrated products for fiscal 2006. Fiscal 2006 production included granular triple superphosphate (“GTSP”), which we no longer produce after the restructuring of our Phosphates business. The production volumes were down as a result of the indefinite closure of the Green Bay and South Pierce plants at the end of the prior fiscal year. In addition, we experienced an explosion at our Faustina, Louisiana ammonia plant in October 2006, which idled this plant for repairs until mid-January 2007. Our adjacent phosphate plant in Faustina, Louisiana sharply reduced production of DAP and MAP during this period to effectively manage its inventory and working capital levels and to mitigate the cost of purchased ammonia. The Faustina phosphate plant increased its production level back to more normal levels in January 2007, and the ammonia plant was operational by mid-January.

Our phosphate rock production was 13.7 million tonnes during fiscal 2007, compared with 16.9 million tonnes for the same period a year earlier. The decline in production and increase in operating rates was primarily due to the closure of our Kingsford phosphate rock mine in September 2005 and the indefinite closure of our Fort Green phosphate rock mine in May 2006. We also idled our Wingate mine in November 2005, although this mine re-started production in June 2007.

9

Potash Net Sales and Gross Margin

The following table summarizes Potash net sales, gross margin, sales volumes and certain other information:

	Years Ended May 31									2008-2007					2007-2006
(in millions, except price per tonne)	2008			2007			2006			Change			Percent		Change			Percent
Net sales:
North America	$	1,301.1		$	818.2		$	767.3		$	482.9		59	%	$	50.9		7	%
International		950.1			660.7			388.6			289.4		44	%		272.1		70	%
Total		2,251.2			1,478.9			1,155.9			772.3		52	%		323.0		28	%
Cost of goods sold		1,397.9			1,065.0			804.3			332.9		31	%		260.7		32	%
Gross margin	$	853.3		$	413.9		$	351.6		$	439.4		106	%	$	62.3		18	%
Gross margin as a percent of net sales		37.9	%		28.0	%		30.4	%
Sales volume (in thousands of metric tonnes)
Fertilizer (a) :
North America		3,354			3,393			2,509			(39	)	(1	%)		884		35	%
International		4,151			3,596			2,842			555		15	%		754		27	%
Total		7,505			6,989			5,351			516		7	%		1,638		31	%
Non-agricultural (industrial and feed)		1,058			918			1,148			140		15	%		(230	)	(20	%)
Total (b)		8,563			7,907			6,499			656		8	%		1,408		22	%
Average selling price per tonne:
MOP (FOB plant)	$	226		$	144		$	144		$	82		57	%	$	-		0	%
K-Mag ® (FOB plant)		148			119			116			29		24	%		3		3	%

^(a) Excludes tonnes related to a third-party tolling arrangement

^(b) Includes sales volumes (in thousands of metric tonnes) of 838 tonnes, 735 tonnes and 784 tonnes of K-Mag^® for fiscal 2008, 2007 and 2006, respectively

Fiscal 2008 compared to Fiscal 2007

Potash’s net sales were $2.3 billion in fiscal 2008, compared to $1.5 billion in fiscal 2007. Potash’s net sales increased 52% in fiscal 2008 compared to fiscal 2007 primarily due to a significant increase in potash selling prices along with higher sales volumes. The increase in potash selling prices was due to the same factors described in “Overview of fiscal 2008, 2007, and 2006”.

Our average MOP selling price was $226 per tonne in fiscal 2008, an increase of $82 per tonne compared with fiscal 2007. Our average K-Mag^® selling price of $148 per tonne in fiscal 2008 increased $29 per tonne compared with fiscal 2007. Approximately 12% of our net sales were to non-agricultural customers during fiscal 2008 and 2007. These non-agricultural customers represent a diverse end user mix. With the exception of legacy contracts with one customer, all new agreements with non-agricultural customers are based on pricing formulas that are based on historical market prices and can result in a significant lag compared to our agricultural contract pricing in rising markets.

Potash sales volumes increased to 8.6 million tonnes in fiscal 2008 compared with 7.9 million tonnes a year ago, or 8%. This was a result of increased global demand, which we helped satisfy from a full year of production from our fiscal 2007 capacity expansion at our Esterhazy mine. International sales volumes increased approximately 15% due to increased demand for MOP. During fiscal 2008, potash supply contract negotiations between Canpotex and China were delayed until mid-April. Product supply traditionally sold to China during the contract delay period was sold to other customers. Fiscal 2008 potash sales volumes benefited from selling through existing inventories resulting in lower than normal beginning potash inventories in fiscal 2009. Accordingly, this benefit will not be available in fiscal 2009.

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Potash gross margin for fiscal 2008 was $853.3 million compared with $413.9 million in fiscal 2007. Potash gross margin as a percent of net sales increased to 37.9% in fiscal 2008 from 28.0% in fiscal 2007 mainly due to the significant increases in potash selling prices, partially offset by higher costs of production compared with the same period in fiscal 2008. The increase in production costs was primarily the result of significantly higher Canadian resources taxes and royalties, the effect of a stronger Canadian dollar on operating costs and, to a lesser extent, the higher costs for resources due to continuing inflationary pressures.

We recorded approximately $361.8 million in Canadian resource taxes and royalties in fiscal 2008 compared to $154.1 million in fiscal 2007. For the fourth quarter of 2008 and 2007, Canadian resource taxes and royalties were $207.1 million and $52.3 million, respectively. This is a result of our increased profitability and the surge in potash selling prices, a trend we expect to lead to a substantial increase in these costs again in fiscal 2009.

Our production costs for our Potash operations also increased during fiscal 2008 compared with fiscal 2007 due to inflationary pressures on resources. Costs at our Belle Plaine, Saskatchewan, potash solution mine were significantly affected by increasing market prices for natural gas because solution mining, unlike shaft mining, uses a significant amount of natural gas in its production process. The continuing high rate of economic growth in western Canada, where we produce most of our potash, along with the global boom in commodity prices, has also resulted in inflationary pressures on other important resources we use in our Potash business, including steel, reagents, and labor for routine maintenance and production. We expect that inflationary pressures will also impact the capital cost of our planned Potash capacity expansions.

As part of our strategic initiatives, we have announced plans to grow our Potash business through expansion of our existing potash mines by more than five million tonnes of annual capacity over the next twelve years. We believe forecasted global demand and supply fundamentals support the need for our growth. Some of the expansions are already underway while others are in the planning and approval stages. Based on our construction experience and ongoing detailed design, scope and cost analyses, we expect the size of our expansions to be modestly higher than previously estimated. The costs of our expansions, particularly in later years, may be substantially higher than previously estimated. Inflationary pressures on construction as described above are affecting the cost of building or expanding potash capacity across the industry, particularly for longer time horizon projects. We are continuing to assess the impact of these inflationary pressures and the increased size on the capital costs of our expansions. We believe that our expansions remain cost effective, financially attractive and significantly less than the cost of a greenfield project. We have the flexibility to moderate the timing of these expansions, if necessary.

In addition to these expansions, approximately 1.3 million tonnes of annual capacity will revert to Mosaic upon expiration of a third party tolling agreement at Esterhazy.

Our remediation efforts have reduced the brine inflows at our Esterhazy, Saskatchewan potash mine to a rate that is consistent with our experience in recent years, and we are reducing the accumulated brine level in the mine. We expensed $72.3 million, including depreciation of $5.2 million, and capitalized $15.8 million related to the brine inflows at our Esterhazy mine during fiscal 2008. In fiscal 2007 we expensed $56.2 million, including depreciation of $1.4 million, and capitalized $45.9 million related to brine inflows at our Esterhazy mine. Approximately 25% of these cash costs for the brine inflows were reimbursed by a third party customer for whom we toll potash reserves.

Fiscal 2007 compared to Fiscal 2006

Potash’s net sales were $1.5 billion in fiscal 2007, compared to $1.2 billion in fiscal 2006. Potash’s net sales increased 28% in fiscal 2007 compared to fiscal 2006 primarily due to higher sales volumes. Potash sales volumes increased to 7.9 million tonnes in fiscal 2007 compared with 6.5 million tonnes in fiscal 2006.

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Potash sales volumes increased 22% in fiscal 2007 as a result of strong North American and international markets. Stronger agricultural market fundamentals including higher grain prices in both North America and internationally led to demand growth for potash. The increase in international demand was due to increases in key countries, including China, Brazil, India and Malaysia. This compares with slow international sales in the second half of fiscal 2006 as Canpotex did not make shipments during the second half of fiscal 2006 to these countries due to a lack of supply contracts. Canpotex entered into new supply contracts with its customers in these countries in the first half of fiscal 2007.

Potash gross margin for fiscal 2007 was $413.9 million compared with $351.6 million in fiscal 2006. Potash gross margin as a percent of net sales declined to 28.0% in fiscal 2007 from 30.4% in fiscal 2006 mainly due to higher costs of production compared with the same period the prior year. The increase in production costs was primarily a result of an increase in the brine inflows at our Esterhazy mine, the increase in the Canadian dollar exchange rate, higher Canadian resource taxes and royalties, partially offset by lower natural gas costs. Included in fiscal 2007 gross margin are $2.5 million unrealized mark-to-market gains on foreign currency derivative exchange contracts and natural gas derivative contracts compared to gains of $18.7 million in fiscal 2006.

Our average MOP selling price was $144 per tonne in fiscal 2007, which was comparable to fiscal 2006. Our average K-Mag^® selling price was $119 per tonne in fiscal 2007, an increase of $3 per tonne compared with fiscal 2006. Approximately 12% of our net sales were to non-agricultural customers during 2007, compared with 18% in the prior year. Prices to non-agricultural customers generally were based on long-term legacy contracts at prices which were below our average potash selling price. The average non-agricultural potash price increased during the second half of fiscal 2007, although the average remained below our average selling prices for agricultural sales.

In fiscal 2007, our 1.1 million tonnes per year capacity expansion at our Esterhazy mine was completed at a capital cost of approximately $38 million. A customer under a third-party tolling contract paid for one-quarter of the capital cost of this project and receives one-quarter of the additional production until the customer receives all of its available reserves under the contract.

In December 2006, the brine inflows at our Esterhazy, Saskatchewan potash mine increased to a level that was significantly higher than we had previously experienced. In the second half of fiscal 2007 and continuing into fiscal 2008, we incurred higher operating and capital costs associated with our remediation of the brine inflows. By fiscal year-end, our remediation efforts reduced the brine inflows to a rate that was consistent with our experience in recent years, and our increased pumping efforts began to reduce the level of brine in the mine. We expensed $56.2 million, including depreciation of $1.4 million, and capitalized $45.9 million related to brine inflows at our Esterhazy mine during fiscal 2007. In fiscal 2006 we expensed $33.2 million, including depreciation of $1.5 million, and capitalized $2.0 million related to brine inflows at our Esterhazy mine. Approximately 25% of these costs for the brine inflows were reimbursed by a third party customer for whom we toll potash reserves.

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Offshore Net Sales and Gross Margin

The following table summarizes Offshore net sales, gross margin information, and equity in net earnings of non-consolidated companies:

	Years Ended May 31									2008-2007				2007-2006
(in millions)	2008			2007			2006			Change		Percent		Change			Percent
Net sales	$	2,223.8		$	1,355.6		$	1,238.9		$	868.2	64	%	$	116.7		9	%
Cost of goods sold		1,945.9			1,276.9			1,194.0			669.0	52	%		82.9		7	%
Gross margin	$	277.9		$	78.7		$	44.9		$	199.2	253	%	$	33.8		75	%
Gross margin as a percent of net sales		12.5	%		5.8	%		3.6	%
Equity in net earnings of nonconsolidated companies
Fertifos S.A.	$	49.2		$	14.4		$	20.0		$	34.8	242	%	$	(5.6	)	(28	%)
Other companies		5.8			2.1			7.0			3.7	176	%		(4.9	)	(70	%)
Total	$	55.0		$	16.5		$	27.0		$	38.5	234	%	$	(10.5	)	(39	%)

Fiscal 2008 compared to Fiscal 2007

Offshore’s net sales were $2.2 billion in fiscal 2008 compared with $1.4 billion in fiscal 2007, an increase of 64%, primarily as a result of increased selling prices. The increase in Offshore selling prices was due to the same factors described in “Overview of Fiscal 2008, 2007, and 2006”.

Gross margins increased to $277.9 million, or 12.5% of net sales, compared to $78.7 million, or 5.8% of net sales, in fiscal 2007. Our Offshore segment sells products produced by our Phosphates and Potash segments, as well as other suppliers. The increase in gross margin as a percentage of net sales was primarily due to the increase in selling prices and the benefit of positioning of lower cost inventories during a period of rising selling prices. If selling prices do not continue to rise in fiscal 2009, these benefits would not be expected to continue.

Gross margin in Brazil increased to $153.8 million, or 10.3% of net sales, in fiscal 2008 compared with $38.5 million, or 5.3% of net sales, in fiscal 2007. The primary driver of the gross margin increase in Brazil was a result of strong agricultural fundamentals and the benefit of positioning of lower cost inventory during a period of rising selling prices.

In India, gross margin increased $30.5 million in fiscal 2008 compared with fiscal 2007. The increase was primarily due to the benefit of lower cost inventory positions on product during a period of rising selling prices.

In Argentina, gross margin increased $23.6 million in fiscal 2008 compared with fiscal 2007. Gross margin increased primarily as a result of due to the same factors described above and increased production from the granular single superphosphate (“GSSP”) plant in Argentina.

Equity in net earnings of non-consolidated companies increased to $55.0 million for fiscal 2008 compared with $16.5 million in fiscal 2007. This was mainly the result of improved equity earnings from our investment in Fertifos S.A. and its subsidiary Fosfertil, which operate in Brazil. The increase in equity earnings from Fertifos S.A. and its subsidiary Fosfertil is due to higher selling prices and increased demand for crop nutrients in Brazil.

Fiscal 2007 compared to Fiscal 2006

Offshore’s net sales were $1.4 billion in fiscal 2007 compared with $1.2 billion in fiscal 2006, an increase of 9%, primarily as a result of higher volumes in Brazil, which was partially offset by lower Australia volumes due to

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the end of a marketing agreement with a third party. Gross margins increased to $78.7 million, or 5.8% of net sales, compared to $44.9 million, or 3.6% of net sales, in fiscal 2006.

Gross margin in Brazil increased to $38.5 million, or 5.3% of net sales, in fiscal 2007 compared with $6.5 million, or 1.0% of net sales, in fiscal 2006. The primary driver of the gross margin increase in Brazil was related to the benefit from selling inventory in the fourth quarter of fiscal 2007 that had been purchased in the third quarter of fiscal 2007 at the lower market prices prevailing at the time of purchase. The remaining increase in gross margin in Brazil was a result of the improving agricultural market in the second half of fiscal 2007 and actions taken to reduce our costs.

In Argentina, gross margin increased $2.9 million in fiscal 2007 compared with fiscal 2006. Gross margin increased primarily as a result of our new GSSP plant, with a capacity of 240,000 tonnes per year, which began production during the first quarter of fiscal 2007.

In India, gross margin declined $7.6 million in fiscal 2007 compared with fiscal 2006. The decrease was primarily due to the effect of a weaker U.S. dollar and an unfavorable effect on the subsidy from the Indian government as an increase in distribution costs was not fully compensated in the subsidy.

Other Income Statement Items

	Years ended May 31								2008-2007					2007-2006					Percent of Net Sales
(in millions)	2008			2007			2006		Change			Percent		Change			Percent		2008		2007		2006
Selling, general and administrative expenses	$	323.8		$	309.8		$	241.3	$	14.0		5	%	$	68.5		28	%	3	%	5	%	5	%
Restructuring loss (gain)		18.3			(2.1	)		287.6		20.4		NM			(289.7	)	NM		0	%	(0	%)	5	%
Interest expense		124.0			171.5			166.5		(47.5	)	(28	%)		5.0		3	%	1	%	3	%	3	%
Interest income		33.5			21.9			13.3		11.6		53	%		8.6		65	%	0	%	0	%	0	%
Interest expense, net		90.5			149.6			153.2		(59.1	)	(40	%)		(3.6	)	(2	%)	1	%	3	%	3	%
Foreign currency transaction loss		57.5			8.6			100.6		48.9		569	%		(92.0	)	(91	%)	1	%	0	%	2	%
Loss (gain) on extinguishment of debt		2.6			(34.6	)		-		37.2		(108	%)		(34.6	)	NM		0	%	(1	%)	0	%
Other (income) expense		(26.3	)		(13.0	)		8.2		13.3		(102	%)		(21.2	)	NM		(0	%)	(0	%)	0	%
Provision for income taxes		714.9			123.4			5.3		(591.5	)	(479	%)		118.1		2228	%	7	%	2	%	0	%
Equity in net earnings of nonconsolidated companies		124.0			41.3			48.4		82.7		200	%		(7.1	)	(15	%)	1	%	1	%	1	%

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $323.8 million for fiscal 2008 compared to $309.8 million for fiscal 2007. The increase in selling, general and administrative expenses was primarily the result of higher incentive compensation accruals and external consulting fees.

Selling, general and administrative expenses were $309.8 million for fiscal 2007 compared to $241.3 million for fiscal 2006. This increase in expense was primarily a result of higher incentive compensation accruals, higher share-based compensation costs related to the effects of changes to our executive leadership, including the retirement of our former Chief Executive Officer and changes in our long-term incentive awards to employees, and post-implementation and depreciation costs related to our enterprise resource planning system. In addition, in fiscal 2006, we reversed an allowance associated with value added tax credits in Brazil, which we offset against other federal taxes payable in Brazil.

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Restructuring (Gain) Loss

During fiscal 2008, we had a net restructuring loss which related to a revision in our estimated cash flows for asset retirement obligations (“ARO”) of previously closed facilities, primarily related to water treatment and phosphogypsum stack closure costs at our former Green Bay, Florida, facility. Annually, we review the costs related to our ARO to determine if revisions are necessary. We normally have revisions to these costs as underlying factors continue to change, such as water treatment costs. In fiscal 2007, revisions or other costs that related to restructuring were minimal.

During fiscal 2006, we had a pre-tax restructuring charge of $287.6 million due to the restructuring of our Phosphates business. The restructuring included the indefinite closure of one phosphate rock mine and two phosphate concentrate plants. We closed these three facilities because they were among our highest cost operations.

Interest Expense, net

Interest expense, net of interest income, was $90.5 million in fiscal 2008, compared to $149.6 million in fiscal 2007. The decrease in interest expense is primarily due to lower average debt balances as a result of repayments of long-term debt. In fiscal 2008 and 2007, interest income was $33.5 million and $21.9 million, respectively. The increase in interest income for fiscal 2008 related to an increase in cash and cash equivalents as a result of our strong operating results.

Interest expense, net of interest income, was $149.6 million in fiscal 2007, compared to $153.2 million in fiscal 2006. Interest expense increased from $166.5 million in fiscal 2006 to $171.5 million in fiscal 2007 due to an increase in LIBOR rates, an increase in the spread paid on term loans, and an increase in the effective rate paid on long term bonds. In fiscal 2007 and 2006, our interest income was $21.9 million and $13.3 million, respectively. Interest income increased as a result of a higher level of cash and cash equivalents.

Foreign Currency Transaction Loss

In fiscal 2008, we recorded a foreign currency transaction loss of $57.5 million compared with a loss of $8.6 million in the prior year. In both years, this was mainly the result of the effect of a significant strengthening of the Canadian dollar on significant U.S. dollar denominated intercompany receivables, intercompany loans and receivables, and cash held by our Canadian affiliates. The average value of the Canadian dollar increased by 7.1% in fiscal 2008. This was slightly offset by the effect of the strengthening of the Brazilian real on U.S. dollar denominated payables and intercompany payables.

In fiscal 2007, we recorded a foreign currency transaction loss of $8.6 million compared with a loss of $100.6 million in the prior year. In both years, this was mainly the result of the effect of a stronger Canadian dollar on large U.S. dollar denominated assets held by our Canadian subsidiaries. The average value of the Canadian dollar increased by 2.8% in fiscal 2007.

Loss (Gain) on Extinguishment of Debt

We had a pre-tax gain on the extinguishment of debt of $33.9 million in the third quarter of fiscal 2007 related to the Refinancing of approximately $2 billion in debt on December 1, 2006. We also paid down approximately $280 million of debt in the fourth quarter of fiscal 2007, which triggered a gain on the extinguishment of debt of $0.7 million. See Note 12 to the Consolidated Financial Statements.

Other (Income) Expense

We had other income of $26.3 million in fiscal 2008 compared to other income of $13.0 million in fiscal 2007. Other income in fiscal 2008 primarily relates to a $24.6 million gain in December 2007 on our sale of an

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investment in a business in which IMC had sold the majority interest prior to the Combination. Other income in fiscal 2007 primarily relates to a favorable arbitration award received in July 2006 of $15.3 million that related to an environmental dispute involving IMC prior to the Combination.

Provision for Income Taxes

Years Ended May 31	Effective     Tax Rate		Provision for     Income Taxes
2008	26.7	%	$	714.9
2007	24.4	%		123.4
2006	3.3	%		5.3

Income tax expense for fiscal 2008 was $714.9 million, an effective tax rate of 26.7%, on pre-tax income of $2.7 billion. The fiscal 2008 rate reflects a number of benefits including $34.0 million from a reduction of our Canadian deferred tax liabilities as a result of a statutory reduction in the Canadian federal corporate tax rate, $62.2 million related to our ability to utilize foreign tax credits, $29.8 million related to the reduction of the valuation allowance that related to a portion of our U.S. deferred tax assets and approximately $30.0 million related to the reduction of the valuation allowance that related to a portion of our non-U.S. deferred tax assets.

Income tax expense for fiscal 2007 was $123.4 million, an effective tax rate of 24.4%, on pre-tax income of $505.7 million. The fiscal 2007 tax rate reflects a benefit of approximately $46.0 million from a reduction of our Canadian deferred tax liabilities as a result of a statutory reduction in the Canadian federal corporate tax rate and the elimination of the corporate surtax, a change in the pre-tax profit mix among Mosaic’s business geographies, as well as a benefit from the U.S. valuation allowance that was reduced due to fiscal 2007 activity.

Income tax expense for fiscal 2006 was $5.3 million, an effective tax rate of 3.3%, on the pre-tax loss of $160.1 million. We incurred tax expense in a year of a pre-tax loss primarily because of losses in the U.S. and Brazil, for which no tax benefit was recorded, including substantially all of the $287.6 million restructuring and other charges, and because our Canadian-based businesses generated most of our pre-tax income and this income was taxed at relatively higher rates than our other businesses. This was partially offset by an $81.0 million tax benefit from the reduction in our Canadian deferred tax liabilities as the result of a statutory reduction in the future Saskatchewan provincial statutory tax rates.

As of May 31, 2008 we had estimated carryforwards for tax purposes as follows: alternative minimum tax credits of $125.6 million, net operating losses of $53.5 million, capital losses of approximately $23 million, and foreign tax credits of $115.7 million. See Note 14 to our Consolidated Financial Statements for further information about these carryforwards.

Equity in Net Earnings of Non-Consolidated Companies

Equity in net earnings of non-consolidated companies was $124.0 million in fiscal 2008 compared with $41.3 million in fiscal 2007, and $48.4 million in fiscal 2006. The largest earnings contributors were Fertifos S.A. and its subsidiary Fosfertil, which is included in our Offshore segment, and Saskferco Products Inc., (“Saskferco”), which is included in our Corporate, Eliminations, and Other segment. The increase in equity earnings in fiscal 2008 from Fertifos S.A. and its subsidiary Fosfertil is a result of higher local demand for fertilizer products and increased selling prices because of the strong global agricultural fundamentals. The increase in equity earnings in fiscal 2008 from Saskferco is a result of higher nitrogen selling prices and mark-to-market gains on natural gas derivatives. As discussed in Note 25 to the Consolidated Financial Statements, we have announced a definitive agreement to sell Saskferco.

Critical Accounting Estimates

The Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the Consolidated Financial Statements, we are required to make

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various judgments, estimates and assumptions that could have a significant impact on the results reported in the Consolidated Financial Statements. We base these estimates on historical experience and other assumptions believed to be reasonable by management under the circumstances. Changes in these estimates could have a material effect on our Consolidated Financial Statements.

Our significant accounting policies can be found in Note 2 to the Consolidated Financial Statements. We believe the following accounting policies may include a higher degree of judgment and complexity in their application and are most critical to aid in fully understanding and evaluating our reported financial condition and results of operations.

Share-Based Payments

Costs associated with stock-based compensation are accounted for in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 (R) “Share-Based Payment” (“SFAS 123R”). Under SFAS 123R, share-based compensation expense is measured at the grant date based on the fair value of the award using the Black-Scholes option valuation model and is recognized as an expense over the service period. Determining the fair value of the stock-based awards at the grant date requires judgment. Key assumptions used in a Black-Scholes option valuation model include estimating the expected term of stock options, the expected volatility of our stock and expected dividends. In addition, estimates of the number of share-based awards that are expected to be forfeited are also required as a component of measuring share-based compensation expense.

Goodwill

We review goodwill for impairment annually or at any time events or circumstances indicate that the carrying value may not be fully recoverable. Under our accounting policy, an annual review is performed in the second quarter of each year, or more frequently if indicators of potential impairment exist. Our impairment review process is based on a discounted future cash flow approach that uses estimates of revenues for the reporting units, driven by sales volumes, average sales price and estimated future gross margin, as well as appropriate foreign exchange, discount and tax rates. These estimates are consistent with the plans and estimates that are used to manage the underlying businesses. Charges for impairment of goodwill for a reporting unit may be incurred if the reporting unit fails to achieve its assumed sales volume or assumed gross margin, or if interest rates increase significantly.

Recoverability of Long-Lived Assets

The assessment of the recoverability of long-lived assets reflects management’s assumptions and estimates. Factors that management must estimate when performing impairment tests include sales volumes, prices, inflation, discount rates, exchange and tax rates, and capital spending. Significant management judgment is involved in estimating these factors, and they include inherent uncertainties. The measurement of the recoverability of these assets is dependent upon the accuracy of the assumptions used in making these estimates and how the estimates compare to the eventual future operating performance of the specific businesses to which the assets are attributed. Certain of the operating assumptions are particularly sensitive to the cyclical nature of our Phosphates business. There have been no triggering events in the current year that would require an evaluation of the recoverability of long-lived assets.

Useful Lives of Depreciable Assets

Property, plant and equipment are depreciated based on their estimated useful lives, which typically range from three to 40 years. We estimate initial useful lives based on experience and current technology. These estimates may be extended through sustaining capital programs. Factors affecting the fair value of our assets may also affect the estimated useful lives of our assets and these factors can change. Therefore, we periodically review the estimated remaining useful lives of our facilities and other significant assets and adjust our depreciation rates prospectively where appropriate.

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Environmental Liabilities and Asset Retirement Obligations

We record liabilities for various environmental and reclamation matters including the demolition of former operating facilities, and AROs.

Accruals for environmental matters are based on third party estimates for the cost of remediation at previously operated sites and estimates of legal costs for ongoing litigation. In accordance with Statement of Position 96-1, “Environmental Remediation Liabilities,” which prescribes the guidance contained within SFAS No. 5, “Accounting for Contingencies,” (“SFAS 5”) and Financial Accounting Standards Board (“FASB”) Interpretation No. 14, “Reasonable Estimation of an Amount of a Loss,” we are required to assess the likelihood of material adverse judgments or outcomes as well as potential ranges or probability of losses. We determine the amount of accruals required, if any, for environmental liabilities after carefully analyzing each individual matter. Actual costs incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating environmental exposures. As of May 31, 2008 and 2007, we had accrued $22.8 million and $16.7 million, respectively, for environmental matters.

Based upon the guidance of SFAS No. 143, “Accounting for Asset Retirement Obligations,” (“SFAS 143”) we, together with third party consultants, develop estimates for the costs of retiring certain of our long-term operating assets. The costs are inflated based on an inflation factor and discounted based on a credit-adjusted risk-free rate. For operating facilities, fluctuations in the estimated costs, inflation and interest rates can have an impact on the amounts recorded on the Consolidated Balance Sheets. However, changes in the assumptions would not have a significant impact on the Consolidated Statements of Operations. For restructured and idled facilities and land reclamation, fluctuations in the estimated costs, inflation and interest rates can have an impact on the Consolidated Statements of Operations. The land reclamation occurs at the same pace as the mining activity; as such, we determined that it is appropriate to capitalize an amount of asset retirement cost and allocate an equal amount to expense in the same accounting period. In addition our closed facilities do not have a future economic life; therefore, any changes to those balances have an immediate impact on our Consolidated Statements of Operations. A 1% increase or decrease in the discount rate used to calculate our land reclamation would result in a $5.8 million decrease in expense or a $6.3 million increase in expense for land reclamation, respectively. A further discussion of the Company’s asset retirement obligations can be found in Note 15 to the Consolidated Financial Statements.

Pension Plans and Other Postretirement Benefits

The accounting for benefit plans is highly dependent on actuarial estimates, assumptions and calculations which result from a complex series of judgments about future events and uncertainties. The assumptions and actuarial estimates required to estimate the employee benefit obligations for pension plans and other postretirement benefits include discount rate, expected salary increases, certain employee-related factors, such as turnover, retirement age and mortality (life expectancy), expected return on assets and healthcare cost trend rates. We evaluate these critical assumptions at least annually. Our assumptions reflect our historical experiences and our best judgment regarding future expectations that have been deemed reasonable by management. The judgments made in determining the costs of our benefit plans can impact our results of operations. As a result, we obtain assistance from actuarial experts to aid in developing reasonable assumptions and cost estimates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The effects of actual results differing from our assumptions are included as a component of other comprehensive income as unamortized net gains and losses, which are amortized over future periods. At May 31, 2008 and 2007, we had $155.1 million and $195.4 million, respectively, accrued for pension and other postretirement benefit obligations. We have included a further discussion of pension and other postretirement benefits in Note 18 of our Consolidated Financial Statements.

Income Taxes

We recognize income taxes in each of the jurisdictions in which we operate. For each jurisdiction, we estimate the actual amount of taxes currently payable or receivable, as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and

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liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. For example, in fiscal 2008, there was a statutory reduction in the future Canadian federal corporate tax rate for which we recorded a benefit of approximately $34 million.

A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related tax benefits will not be realized, which generally includes significant estimates and assumptions which result from a complex series of judgments about future events. The judgments include evaluating objective evidence, both positive and negative, in determining the need for a valuation allowance. In determining whether a valuation allowance is required, we apply the principles enumerated in SFAS No. 109, “Accounting for Income Taxes,” (“SFAS 109”) in the U.S. and each foreign jurisdiction in which a deferred tax asset is recorded. In addition, as part of the process of recording the Combination, we have made certain adjustments to valuation allowances related to the businesses of IMC (“Purchase Accounting Valuation Allowances”). If during an accounting period we determine that we will not realize all or a portion of our deferred tax assets, we will increase our valuation allowances with a charge to income tax expense. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related tax benefits, we will reduce valuation allowances with either (i) a reduction to goodwill, if the reduction relates to Purchase Accounting Valuation Allowances, or (ii) in all other cases, with a reduction to income tax expense. Prior to fiscal 2008, we had provided a valuation allowance for a portion of our U.S. deferred tax assets and certain non-U.S. deferred tax assets. During the first quarter of fiscal 2008, we determined that it was more likely than not that we would realize the benefits of the U.S. deferred tax assets related to net operating loss carryforwards, alternative minimum tax (“AMT”) credit carryforwards and other deductible temporary differences for which a U.S. valuation allowance had been recorded. In reaching those conclusions we considered both positive and negative evidence. Positive evidence included our recent strong earnings and operating performance, the expectation of continued strength in the agricultural markets that we serve and the related expectation of future taxable income during the carryforward periods of our various tax carryforwards. Negative evidence that we considered included losses in the U.S. during several fiscal quarters since inception, the loss experience of IMC in the U.S. during years prior to the business combination, the significant U.S. loss in the fourth quarter of fiscal 2006 associated with the restructuring, and the limited period of the improved operating performance. Through our analysis, we have determined that sufficient evidence existed to conclude that as of August 31, 2007, it was more likely than not that the benefits of certain U.S. deferred tax assets would be realized. Accordingly during fiscal 2008, a reduction of the U.S. valuation allowance of $250.1 million was recorded. Approximately $213.6 million of the offset was a reduction to goodwill and approximately $31.0 million was a reduction to income tax expense. The reversal was recorded over each of the quarters of fiscal 2008 as the related income was generated. During the fourth quarter of fiscal 2008, we determined that our valuation allowance against certain non-U.S. deferred tax assets recorded in prior fiscal years was not required. A reduction of the majority of the non-U.S. valuation allowance of approximately $30.0 million was recorded as a reduction to income tax expense. We no longer carry a valuation allowance of $5.5 million against U.S. capital loss carryforwards as the capital losses expired at the end of fiscal 2008.

Effective June 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken in a tax return. Under FIN 48, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on subsequent de-recognition of tax positions, financial statement classification, recognition of interest and penalties, accounting in interim periods and disclosure and transition rules.

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Canadian Resource Taxes and Royalties

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. We also 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. Our Canadian resource taxes and royalties expenses were $361.8 million, $154.1 million and $118.4 million for fiscal 2008, 2007 and 2006 respectively. These resource taxes and royalties are recorded in our cost of goods sold.

The profits tax is the most significant part of the Potash Production Tax. The profits tax is calculated on the potash content of each tonne sold (“K₂O tonne”) from each Saskatchewan mine. A 15% tax rate applies to the first $58.15 (CAD) of profit per K₂O tonne and a 35% rate applies to the additional profit per K₂O tonne. Not all K₂O tonnes sold are subject to the profits tax. Although all K₂O tonnes sold by mine are used in calculating profit per K₂O tonne, the tax is applied to the lesser of (i) actual K₂O tonnes sold or (ii) the average K₂O tonnes sold for the years 2001 and 2002. The Potash Production Tax is calculated on a calendar year basis and the total expense for fiscal year ended May 31, 2008 is based in part on forecasted profit per K₂O tonne for calendar 2008.

A $100 increase or decrease in the price of Potash, that takes effect August 31, 2008 and remains in effect for the remainder of calendar 2008, would result in an approximately $24 million increase or decrease, respectively, in Canadian resource taxes and royalties within cost of goods sold.

Variable Interest Entities

In the normal course of business, we may enter into arrangements that need to be examined to determine whether they fall under the variable interest entity (“VIE”) accounting guidance prescribed under FASB Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities.” In accordance with the interpretation, management must exercise significant judgment to determine if VIE relationships are required to be consolidated. We use a variety of complex estimation processes involving both qualitative and quantitative factors that may involve the use of a number of assumptions about the business environment in which an entity operates to determine whether the entity is a VIE, and to analyze and calculate its expected losses and expected residual returns. These processes involve estimating the future cash flows and performance of the entity, analyzing the variability in those cash flows and allocating the losses and returns among the identified parties holding variable interests. Our interests are then compared to those of unrelated outside parties to identify if we are the primary beneficiary, and thus should consolidate the entity. In fiscal 2008, we did not identify any additional VIEs that would require consolidation or disclosure. We currently consolidate three VIEs, which we further discuss in Note 13 of our Consolidated Financial Statements.

Litigation

We are involved from time to time in claims and legal actions incidental to our operations, both as plaintiff and defendant. We have established what we currently believe to be adequate accruals for pending legal matters. These accruals are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as advice of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. Changes in accruals, both up and down, are part of the ordinary, recurring course of business, in which management, after consultation with legal counsel, is required to make estimates of various amounts for business and strategic planning purposes, as well as for accounting and Securities Exchange Act of 1934 reporting purposes. These changes are reflected in the reported earnings of the Company each quarter. The litigation accruals at any time reflect updated assessments of the then-existing claims and legal actions as assessed under

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SFAS 5. The final outcome or potential settlement of litigation matters could differ materially from the accruals which have been established by the Company.

Capital Resources and Liquidity

We define liquidity as the ability to generate adequate amounts of cash to meet current cash needs. We assess our liquidity in terms of our ability to fund working capital requirements, fund capital expenditures and expansion efforts in the future, and make payments on and refinance our indebtedness. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We believe that our cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets, will be sufficient to meet our operating and capital expenditure requirements and to service our debt and meet other contractual obligations as they become due.

Cash Requirements

We have certain contractual cash obligations that require us to make payments on a scheduled basis which include, among other things, long-term debt payments, interest payments, operating leases, unconditional purchase obligations, and funding requirements of pension and postretirement obligations. Our unconditional purchase obligations are our largest contractual cash obligation. Unconditional purchase obligations are contracts to purchase raw materials such as sulfur, ammonia and natural gas. Our next largest cash obligations are our long-term debt that has maturities ranging from one year to 19 years and finally, our ARO and other environmental obligations primarily related to our Phosphates segment. We expect to fund our purchase obligations, ARO, and capital expenditures with a combination of operating cash flows, cash and cash equivalents, and borrowings. For fiscal 2009, we expect our capital expenditures to significantly increase due to large investments within our existing businesses. See Off-Balance Sheet Arrangements and Obligations for the amounts owed by Mosaic under Contractual Cash Obligations.

Sources and Uses of Cash

The following table represents a comparison of the cash provided by operating activities, cash used in investing activities, and cash provided by (used in) financing activities for fiscal 2008, 2007 and 2006:

	Years ended									2008 - 2007					2007 - 2006
(in millions)	May 31, 2008			May 31, 2007			May 31, 2006			$ Change			% Change		$ Change			% Change
Cash Flow
Cash provided by operating activities	$	2,546.6		$	707.9		$	294.4		$	1,838.7		260	%	$	413.5		140	%
Cash used in investing activities		(341.6	)		(304.0	)		(359.2	)		(37.6	)	12	%		55.2		(15	%)
Cash (used in) provided by financing activities		(709.8	)		(173.2	)		6.3			(536.6	)	310	%		(179.5	)	NM

Our strong operating cash flow in fiscal 2008 resulted in cash and cash equivalents at May 31, 2008 of $2.0 billion, up from $420.6 million at May 31, 2007 and also permitted us to repay $801 million of long-term debt during fiscal 2008. Funds generated by operating activities, available cash and cash equivalents and our credit facilities continue to be our most significant sources of liquidity. We believe funds generated from the expected results of operations and available cash and cash equivalents will be sufficient to finance anticipated expansion plans and strategic initiatives in fiscal 2009. In addition, our credit facilities are available for additional working capital needs and investment opportunities. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

Operating Activities

Operating activities provided $2.5 billion of cash for fiscal 2008, an increase of $1.8 billion compared to fiscal 2007. The increase in cash flows was primarily the result of significant growth in net earnings, an increase in

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accrued liabilities primarily driven by an increase in customer prepayments and an increase in accounts payable to finance our Offshore inventories, partially offset by an increase in accounts receivable and inventories. Accounts receivable increased due to higher selling prices and sales volumes. Inventories increased as a result of higher sulfur and ammonia costs and an increase in our Offshore inventories as a result of accumulating lower cost inventories during a time of rising prices.

Operating activities provided $707.9 million of cash for fiscal 2007, an increase of $413.5 million compared to fiscal 2006. The increase in cash flows was primarily the result of growth in net earnings, an increase in accounts payable and accrued liabilities, partially offset by an increase in accounts receivable and a decrease in other noncurrent liabilities, and by a $94.0 million payment in fiscal 2006 in connection with early termination of a phosphate rock contract and settlement of a lawsuit related to the contract. Accounts receivable increased primarily as a result of higher phosphate prices and higher sales volumes in the fourth quarter of fiscal 2007. Accounts payable increased primarily as a result of the timing of payments. Accrued liabilities increased as a result of higher incentives accruals, higher accrued taxes, and more customer prepayments at the end of fiscal 2007. Noncurrent liabilities decreased as a result of reduction in our ARO. In fiscal 2006, we paid $84.0 million in connection with the early termination of a phosphate rock sales agreement between U.S. Agri-Chemicals Corporation and Mosaic Fertilizer, LLC and $10.0 million to settle an existing lawsuit relating to certain pricing disputes under the agreement.

Investing Activities

Investing activities used $341.6 million of cash for fiscal 2008, an increase of $37.6 million compared to fiscal 2007. The increase in cash used by investing activities was mainly the result of higher capital expenditures in fiscal 2008 partially offset by proceeds from the sale of an investment. For fiscal 2009, we expect to increase our capital expenditures in order to fund our initiatives for expanding our existing businesses and to sustain the operating rates necessary to support current and planned production volumes.

Investing activities used $304.0 million of cash for fiscal 2007, a decrease of $55.2 million compared to fiscal 2006. The decrease in cash used by investing activities was mainly the result of lower capital expenditures in fiscal 2007 primarily as a result of the impact of the Phosphates Restructuring, partially offset by increased spending in the Potash segment for the Esterhazy expansion and Esterhazy brine inflows. Investing activities in fiscal 2006 included $44.0 million in proceeds from a note receivable from Saskferco.

Financing Activities

Cash used in financing activities for fiscal 2008 was $709.8 million, an increase of $536.6 million compared to $173.2 million in fiscal 2007. The primary reason for the increase in cash used in financing activities in fiscal 2008 relates to the paydown of debt. We paid down $801 million of long-term debt in fiscal 2008. This was partially offset by increased proceeds from stock options exercised and excess tax benefits related to stock option exercises.

Cash used in financing activities for fiscal 2007 was $173.2 million, an increase of $179.5 million compared to cash provided by financing activities of $6.3 million in fiscal 2006. The primary reason for the increase in cash used in financing activities in fiscal 2007 relates to the repayment of debt and the charges involved with the completion of the Refinancing that occurred on December 1, 2006. We paid down approximately $280 million of debt in the fourth quarter of fiscal 2007 which was partially offset by net cash received from the Refinancing. In association with the Refinancing, we paid a tender premium of $111.8 million, terminated an interest rate swap at $6.4 million, and incurred deferred financing fees of $15.6 million. In addition, we paid down our revolving credit facility under the senior secured credit facility; however, this was offset by our Offshore segment obtaining short term borrowings to fund the purchase of inventories. The above activities were partially offset by additional proceeds received from stock option exercises. See Note 12 to the Consolidated Financial Statements for information regarding the Refinancing.

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Debt Instruments, Guarantees and Related Covenants

Our strong cash flows during fiscal 2008 and the latter part of fiscal 2007 allowed us to prepay $1 billion in debt from May 1, 2007 through December 31, 2007, achieving our goal of reducing our long-term debt and marking a key milestone toward our goal of obtaining an investment grade credit rating. During the remainder of fiscal 2008, our strong cash flows allowed us to accumulate significant cash and cash equivalents and we were able to eliminate a restriction on capital expenditures from our debt covenants, which should help enable us to grow our businesses in the future. In June 2008, two of three credit rating agencies, Fitch Inc. and Standard and Poor’s Ratings Services, that rate our 7-3/8% senior notes due 2014 and 7-5/8% senior notes due 2016 (“New Senior Notes”) upgraded their ratings of the New Senior Notes and other unsecured debt to investment grade status.²

On December 1, 2006, we completed a refinancing, consisting of (i) the purchase by subsidiaries of approximately $1.4 billion of outstanding senior notes and debentures (“Existing Notes”) pursuant to tender offers and (ii) the refinancing of a $345.0 million term loan B facility under our existing bank credit agreement. The total consideration paid for the purchase of the Existing Notes, including tender premiums and consent payments but excluding accrued and unpaid interest, was approximately $1.5 billion. Mosaic funded the purchase of the Existing Notes and the refinancing of the existing term loan B facility through the issuance of the New Senior Notes, and new $400.0 million term loan A-1 and $612.0 million new term loan B facilities under an amended and restated senior secured bank credit agreement (“Restated Credit Agreement”). See Note 12 to our Consolidated Financial Statements for additional information relating to our financing arrangements, including the Refinancing. The Refinancing lengthened the average maturity of our indebtedness, decreased our annual cash interest payments, and increased our flexibility to reduce our level of debt in the future.

New Senior Notes

The indenture relating to the New Senior Notes contained certain covenants and events of default that limited various matters or required us to take various actions under specified circumstances. In June 2008, as previously noted, two of three credit rating agencies that rate the New Senior Notes had upgraded their ratings of the New Senior Notes and other unsecured debt to investment grade status. As a result, pursuant to the terms of the indenture, most of the restrictive covenants relating to the New Senior Notes have fallen away. Certain restrictive covenants of the New Senior Notes continue to apply, including restrictive covenants limiting liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets as well as the events of default.

The obligations under the New Senior Notes are guaranteed by substantially all of Mosaic’s domestic subsidiaries that are involved in operating activities, Mosaic’s subsidiaries that own and operate our potash mines at Belle Plaine and Colonsay, Saskatchewan, Canada, and intermediate holding companies through which Mosaic owns the guarantors. Subsidiaries that are not guarantors generally are other foreign subsidiaries, insignificant domestic subsidiaries and other domestic subsidiaries that are not directly engaged in operating activities.

Amended and Restated Credit Facilities

At May 31, 2008 and 2007, respectively, primarily as a result of the prepayments discussed above, the outstanding term loans under the Restated Credit Agreement were reduced to $2.2 million and $34.5 million principal amount of Term Loan A borrowings, $19.2 million and $301.2 million principal amount of Term Loan A-1 borrowings, and $29.6 million and $465.3 million principal amount of Term Loan B borrowings. The prepayments were made from available cash generated by the ongoing business operations of the company.

² A security rating is not a recommendation to buy, sell or hold securities. Although a security rating may be subject to revision or withdrawal at any time by the assigning rating organization, any such revision or withdrawal would not affect the fall-away of the covenants relating to the New Senior Notes. Each rating should be evaluated separately from any other rating.

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The Restated Credit Agreement requires us to maintain certain financial ratios, including a leverage ratio and an interest coverage ratio. The Restated Credit Agreement also contains events of default and covenants that, among other things, limit our ability to:

• borrow money, issue specified types of preferred stock or guarantee or provide other support for indebtedness of third parties, including guarantees to finance purchases of our products;

• pay dividends on, redeem or repurchase our capital stock;

• make investments in or loans to entities that we do not control, including joint ventures;

• transact business with Cargill, which owns approximately 64.4% of Mosaic’s outstanding common stock, or Cargill’s other subsidiaries, except under circumstances intended to provide comfort that the transactions are fair to us;

• use assets as security for the payment of our obligations;

• sell assets, other than sales of inventory in the ordinary course of business, except in compliance with specified limits and up to specified dollar amounts, and in some cases require that we use the net proceeds to repay indebtedness or reinvest in replacement assets;

• merge with or into other companies;

• enter into sale and leaseback transactions;

• enter into unrelated businesses;

• enter into speculative swaps, derivatives or similar transactions;

• fund our Offshore business segment from our North American operations; or

• prepay indebtedness.

In addition, a change of control of Mosaic is a default under the Restated Credit Agreement.

In connection with the Refinancing, certain covenants in our existing credit agreement were amended to provide us with greater financial flexibility. These amendments included adjustments to the required levels of the leverage ratio and the interest coverage ratio.

The Restated Credit Agreement also contains other covenants and events of default that limit various matters or require us to take various actions under specified circumstances.

On May 27, 2008, we amended our Restated Credit Agreement. The amendment made several changes to the Restated Credit Agreement, including among other things:

• Eliminating a restriction on capital expenditures and certain other limited expenditures; and

• Increasing an exemption for borrowings by foreign subsidiaries from $200 million to 10% of consolidated assets of Mosaic and consolidated subsidiaries.

The obligations under the Restated Credit Agreement are guaranteed by substantially all of our domestic subsidiaries that are involved in operating activities, our subsidiaries that own and operate our potash mines at

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Belle Plaine and Colonsay, Saskatchewan, Canada, and intermediate holding companies through which we own the guarantors. Subsidiaries that are not guarantors generally are other foreign subsidiaries, insignificant domestic subsidiaries and other domestic subsidiaries that are not directly engaged in operating activities. The obligations are secured by security interests in, mortgages on and/or pledges of (i) the equity interests in the guarantors and in domestic subsidiaries held directly by Mosaic and the guarantors under the Restated Credit Agreement; (ii) 65% of the equity interests in other foreign subsidiaries held directly by Mosaic and such guarantors; (iii) intercompany borrowings by subsidiaries that are held by Mosaic and such guarantors; (iv) our Belle Plaine and Colonsay, Saskatchewan, Canada and Hersey, Michigan potash mines and Riverview, Florida phosphate plant; and (v) all inventory and receivables of Mosaic and such guarantors.

Cross-Default Provisions

Most of our material debt instruments, including the Restated Credit Agreement and the indenture relating to the New Senior Notes, have cross-default provisions. In general, pursuant to these provisions, a failure to pay principal or interest under other indebtedness in excess of a specified threshold amount will result in a cross-default. The threshold under the Restated Credit Agreement and the indenture relating to the New Senior Notes is $30.0 million. Of our material debt instruments, the indentures relating to Mosaic Global Holdings’ 7.375% debentures due 2018 and 7.300% debentures due 2028 have the lowest specified cross-default threshold amount, $25.0 million.

Other Debt Repayments

On February 15, 2008, Phosphate Acquisition Partners LP paid at maturity $4.2 million aggregate principal amount of its 7.0% senior notes due 2008 pursuant to the terms of their indenture.

Additional information regarding our financing arrangements is included in Note 12 of our Consolidated Financial Statements.

Financial Assurance Requirements

In addition to various operational and environmental regulations related to Phosphates, we are subject to financial assurance requirements. In various jurisdictions in which we operate, particularly Florida and Louisiana, we are required to pass a financial strength test or provide credit support, typically in the form of surety bonds or letters of credit. See Other Commercial Commitments under Off-Balance Sheet Arrangements and Obligations for the amounts of such financial assurance maintained by the Company and the impacts of such assurance.

Off-Balance Sheet Arrangements and Obligations

Off-Balance Sheet Arrangements

In accordance with the definition under rules of the Securities and Exchange Commission (“SEC”), the following qualify as off-balance sheet arrangements:

• any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others;

• a contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;

• any obligation, including a contingent obligation, under contracts that would be accounted for as derivative instruments that are indexed to the Company’s own stock and classified as equity; and

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• any obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.

Information regarding guarantees in Note 17 to the Consolidated Financial Statements is hereby incorporated by reference. We do not have any contingent interest in assets transferred, derivative instruments, or variable interest entities that qualify as off-balance sheet arrangements under SEC rules.

Contractual Cash Obligations

The following is a summary of our contractual cash obligations as of May 31, 2008:

	Total		Payments by Fiscal Year
(in millions)			Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long-term debt	$	1,407.4	$	42.4	$	51.1	$	65.0	$	1,248.9
Estimated interest payments on long-term debt (a)		880.6		101.3		197.4		187.8		394.1
Operating leases		105.2		36.6		44.6		18.5		5.5
Purchase commitments (b)		3,592.5		2,481.2		998.3		90.9		22.1
Pension and postretirement liabilities (c)		470.5		31.7		88.0		95.1		255.7
Total contractual cash obligations	$	6,456.2	$	2,693.2	$	1,379.4	$	457.3	$	1,926.3

^(a) Based on interest rates and debt balances as of May 31, 2008.

^(b) Based on prevailing market prices as of May 31, 2008.

^(c) Fiscal 2009 pension plan payments are based on minimum funding requirements. For years thereafter, pension plan payments are based on expected benefits paid. The postretirement plan payments are based on projected benefit payments.

Other Commercial Commitments

The following is a summary of our other commercial commitments as of May 31, 2008:

	Total		Commitment Expiration by Fiscal Year
			Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
(in millions)
Letters of credit	$	41.2	$	41.2	$	-	$	-	$	-
Surety bonds		143.0		128.0		-		15.0		-
Total	$	184.2	$	169.2	$	-	$	15.0	$	-

The surety bonds and letters of credit generally expire within one year or less but a substantial portion of these instruments provide financial assurance for continuing obligations and, therefore, in most cases, must be renewed on an annual basis. We incur liabilities for reclamation activities and phosphogypsum stack system closure in our Florida and Louisiana operations where, in order to obtain necessary permits, we must either pass a test of financial strength or provide credit support, typically in the form of surety bonds or letters of credit. As of May 31, 2008, we had $108.5 million in surety bonds outstanding for mining reclamation obligations in Florida. We have letters of credit directly supporting mining reclamation activity of $0.9 million. The surety bonds 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.

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We have entered into a Consent Agreement with the Florida Department of Environmental Protection to satisfy financial responsibility obligations for our phosphogypsum stack systems in Florida, and are currently in negotiations for an exemption request with the Louisiana Department of Environmental Quality on its financial responsibility requirements, which we currently do not meet. See Note 21 to our Consolidated Financial Statements for more information on our compliance with applicable financial responsibility regulations.

Other Long-Term Obligations

The following is a summary of our other long-term obligations as of May 31, 2008:

	Total		Payments by Fiscal Year
(in millions)			Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Asset retirement obligations (a)	$	1,569.3	$	91.1	$	109.0	$	88.4	$	1,280.8

^(a) Represents the undiscounted, inflation adjusted estimated cash outflows required to settle the asset retirement obligations. The corresponding present value of these future expenditures is $515.6 million as of May 31, 2008, and is reflected in our accrued liabilities and other noncurrent liabilities in our Consolidated Balance Sheets.

As of May 31, 2008, we had contractual commitments from non-affiliated customers for the shipment of approximately 2.6 million tonnes of concentrated phosphates, phosphate feed products amounting to approximately 0.4 million tonnes, and potash amounting to approximately 2.0 million tonnes for fiscal 2009.

In addition, we have granted a mortgage on approximately 22,000 previously mined acres of land in Florida with a net book value of approximately $14.0 million as security for certain reclamation costs in the event that an option granted to a third party to purchase the mortgaged land is not exercised.

Most of our export sales of phosphate and potash crop nutrients are marketed through two North American export associations, PhosChem and Canpotex, respectively, which fund their operations in part through third- party financing facilities. As a member, Mosaic or our subsidiaries are, subject to certain conditions and exceptions, contractually obligated to reimburse the export associations for their pro rata share of any operating expenses or other liabilities incurred. The reimbursements are made through reductions to members’ cash receipts from the export associations. Commitments are set forth in Note 20 to our Consolidated Financial Statements and are incorporated herein by reference.

Tax Obligations

We adopted FIN 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), as of June 1, 2007. The impact of FIN 48 resulted in a reclassification from other tax accounts of a $169.6 million liability for unrecognized tax benefits related to various tax positions which includes penalties and interest. As of May 31, 2008, the unrecognized tax benefit related to various tax positions was $202.7 million which included penalties and interest. Based on the uncertainties associated with the settlement of these positions, we are unable to make reasonably reliable estimates of the period of potential cash settlement, if any, with taxing authorities. For further discussion, refer to Note 14 of the Consolidated Financial Statements.

Market Risk

We are exposed to the impact of fluctuations in the relative value of currencies, the impact of fluctuations in the purchase price of natural gas, ammonia and sulfur consumed in operations, changes in freight costs, as well as changes in the market value of our financial instruments. We periodically enter into derivatives in order to mitigate our foreign currency risks, the effects of changing commodity prices and freight prices, but not for speculative purposes.

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Foreign Currency Exchange Rates

We use financial instruments, including forward contracts, zero-cost collars and futures, which typically expire within one year, to reduce the impact of foreign currency exchange risk in the Consolidated Statements of Operations. One of the primary currency exposures relates to several of our Canadian entities, whose sales are denominated in U.S. dollars, but whose costs are paid principally in Canadian dollars, which is their functional currency. Our Canadian businesses monitor their foreign currency risk by estimating their forecasted transactions and measuring their balance sheet exposure in U.S. dollars and Canadian dollars. We hedge certain of these risks through forward contracts and zero-cost collars.

Our foreign currency exchange contracts do not qualify for hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”); therefore, all gains and losses are recorded in the Consolidated Statements of Operations. Gains and losses on foreign currency exchange contracts related to inventory purchases are recorded in cost of goods sold in the Consolidated Statements of Operations. Gains or losses used to hedge changes in our financial position are included in the foreign currency transaction gain (losses) line in the Consolidated Statements of Operations.

As discussed above, we have Canadian dollar, Brazilian real, and other foreign currency exchange contracts. As of May 31, 2008, the fair value of all of our foreign currency exchange contracts decreased $18.5 million over the prior year to $3.6 million. We recorded an unrealized loss of $12.6 million in cost of goods sold and recorded an unrealized loss of $5.9 million in foreign currency transaction (gain) losses in the Consolidated Statements of Operations for fiscal 2008. Our largest foreign currency exposure relates to several of our Canadian entities as discussed above. As of May 31, 2008, the fair value of our Canadian foreign currency exchange contracts decreased $19.5 million over the prior year to $2.3 million. We recorded an unrealized loss of $14.7 million in cost of goods sold and recorded an unrealized loss of $4.8 million in foreign currency transaction (gain) losses in the Consolidated Statements of Operations in fiscal 2008 for those contracts.

The table below provides information about Mosaic’s foreign exchange derivatives which hedge foreign exchange exposure for our Canadian entities.

	As of May 31, 2008
(in millions)	Expected Maturity Date FY 2009		Fair Value
Foreign Currency Exchange Forwards Canadian Dollar
Notional (million US$)	$	74.0	$	1.5
Weighted Average Rate		1.0145
Foreign Currency Exchange Collars Canadian Dollar
Notional (million US$)	$	212.5	$	0.8
Weighted Average Participation Rate		1.0371
Weighted Average Protection Rate		0.9710
Total Fair Value			$	2.3

Commodities

We use forward purchase contracts, swaps and zero-cost collars to reduce the risk related to significant price changes in our inputs and product prices.

Our commodities contracts do not qualify for hedge accounting under SFAS 133; therefore, all gains and losses are recorded in the Consolidated Statements of Operations. Gains and losses on commodities contracts are recorded in cost of goods sold in the Consolidated Statements of Operations.

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As of May 31, 2008, the fair value of our commodities contracts increased $36.9 million over the prior year to $43.3 million. Accordingly, we recorded an unrealized gain of $36.9 million in cost of goods sold on the Consolidated Statements of Operations in fiscal 2008.

Our primary commodities exposure relates to price changes in natural gas. As of May 31, 2008, the fair value of our natural gas commodities contracts increased $38.9 million over the prior year to $45.6 million. Accordingly, we recorded an unrealized gain of $38.9 million in cost of goods sold in the Consolidated Statements of Operations for fiscal 2008.

The table below provides information about Mosaic’s natural gas derivatives which are used to manage the risk related to significant price changes in natural gas.

	As of May 31, 2008
	Expected Maturity Date
(in millions)	FY 2009		FY 2010		FY 2011		Fair Value
Natural Gas Swaps
Notional (million MMBtu)		12.0					$	9.5
Weighted Average Rate (US$/MMBtu)	$	10.35
Natural Gas 3-Way Collars
Notional (million MMBtu)		33.9		16.4		5.1	$	36.1
Weighted Average Call Purchased Rate (US$/MMBtu)	$	9.70	$	8.11	$	7.76
Weighted Average Call Sold Rate (US$/MMBtu)	$	11.92	$	10.45	$	10.35
Weighted Average Put Sold Rate (US$/MMBtu)	$	8.39	$	7.17	$	6.84
Total Fair Value							$	45.6

Overall, there have been no material changes in our primary risk exposures or management of market risks since the prior year. We do not expect any material changes in our primary risk exposures or management of market risks for the foreseeable future. For additional information related to derivatives, see Note 16 of our Consolidated Financial Statements.

Environmental, Health and Safety Matters

The Company’s Program

We have adopted the following Environmental, Health and Safety (“EHS”) Policy (“Policy”):

It is the policy of The Mosaic Company and subsidiaries, which it controls, to conduct all business activities in a manner that protects the environment and the health and safety of our employees, contractors, customers and communities. Environmental stewardship, health and safety will be integrated into all business practices. Our employees will be trained to ensure that environmental, health and safety standards and procedures are understood and implemented.

Environment. Mosaic employees and business units will comply with all applicable laws and regulations. Mosaic supports the responsible production and use of crop nutrient products to enhance preservation of natural systems.

Health and Safety. Mosaic will design, operate and manage company facilities to protect the health and safety of our employees and communities. We require that all work, however urgent, be done safely.

Product Safety. The safety of Mosaic products for human, animal and plant applications will not be compromised. The management of raw materials, production processes and material handling facilities will at all times be protective of our customers and communities.

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This Policy is the cornerstone of our comprehensive EHS management program (“EHS Program”), which seeks to achieve sustainable, predictable and verifiable EHS performance. Key elements of the EHS Program include: (i) identifying and managing EHS risk; (ii) complying with legal requirements; (iii) improving our EHS procedures and protocols; (iv) educating employees regarding EHS obligations; (v) retaining and developing professional qualified EHS staff; (vi) evaluating facility conditions; (vii) evaluating and enhancing safe workplace behaviors; (viii) performing audits; (ix) formulating EHS action plans; and (x) assuring accountability of all managers and other employees for environmental performance. The business units are responsible for implementing day-to-day elements of the EHS Program, assisted by an integrated staff of EHS professionals. We conduct audits to verify that each facility has identified risks, achieved regulatory compliance, implemented continuous EHS improvement, and incorporated EHS management systems into day-to-day business functions.

A critical focus of our EHS Program is achieving compliance with the evolving myriad of international, federal, state, provincial and local EHS laws that govern our production and distribution of crop and animal nutrients. These EHS laws regulate or propose to regulate: (i) conduct of mining and production operations, including employee safety procedures; (ii) management and handling of raw materials; (iii) product content; (iv) use of products by both us and our customers; (v) management and/or remediation of potential impacts to air, water quality and soil from our operations; (vi) disposal of waste materials; and (vii) reclamation of lands after mining. For any new regulatory programs that might be proposed, it is difficult to ascertain future compliance obligations or to estimate future costs until implementing regulations have been finalized and definitive regulatory interpretations have been adopted. We typically respond to such regulatory requirements at the appropriate time by implementing necessary modifications to facilities or to operating procedures.

We have expended, and anticipate that we will continue to expend, substantial financial and managerial resources to comply with EHS standards and improve our environmental stewardship. In fiscal 2009, environmental capital expenditures are expected to total approximately $158 million, primarily related to: (i) modification or construction of waste management, water treatment areas and water treatment systems; (ii) construction and modification projects associated with phosphogypsum stacks (“Gypstacks”) and clay settling ponds at our Phosphates facilities and tailings management areas for our Potash mining and processing facilities; (iii) upgrading or new construction of air pollution control equipment at some of the concentrates plants; and (iv) capital projects associated with remediation of contamination at current or former operations. Additional expenditures for land reclamation activities are expected to total approximately $58 million in fiscal 2009. In fiscal 2010, we estimate environmental capital expenditures will be approximately $121 million and expenditures for land reclamation activities are expected to be approximately $39 million. No assurance can be given that greater-than-anticipated EHS capital expenditures or land reclamation expenditures will not be required in fiscal 2009 or in the future.

We have recorded accruals for certain environmental liabilities and believe such accruals are in accordance with U.S. GAAP. We record accruals for environmental investigatory and non-capital remediation costs and for expenses associated with litigation when litigation has commenced or a claim or assessment has been asserted or is imminent, the likelihood of an unfavorable outcome is probable and the financial impact of such outcome is reasonably estimable. These accruals are adjusted quarterly for any changes in our estimates of the future costs associated with these matters.

Product Requirements and Impacts

International, federal, state and provincial standards require us to register many of our products before these products can be sold. The standards also impose labeling requirements on these products and require us to manufacture the products to formulations set forth on the labels. Various environmental, natural resource and public health agencies continue to evaluate alleged health and environmental impacts that could arise from the handling and use of products such as those we manufacture. The U.S. Environmental Protection Agency, the State of California, and The Fertilizer Institute in conjunction with the European Fertilizer Manufacturers Association have completed independent assessments of potential risks posed by crop nutrient materials. These assessments concluded that when handled and used as intended, based on the available data, crop nutrient

30

materials do not pose harm to human health or the environment. Nevertheless, agencies could impose additional standards or regulatory requirements on the producing industries, including us or our customers. It is our current opinion that the potential impact of any such standards on the market for our products, and the expenditures that might be necessary to meet any such standards, will not have a material adverse effect on our business or financial condition.

Operating Requirements and Impacts

Permitting. We hold numerous environmental, mining and other permits or approvals authorizing operation at each of our facilities. Our ability to continue operations at a facility could be materially affected by a government agency decision to deny or delay issuing a new or renewed permit or approval, to revoke or substantially modify an existing permit or approval or to substantially change conditions applicable to a permit modification. In addition, expansion of our operations or extension of operations into new areas is predicated upon securing the necessary environmental or other permits or approvals. For instance, over the next several years, we will be continuing our efforts to obtain permits in support of our anticipated Florida mining operations at certain of our properties. For years, we have successfully permitted mining properties and anticipate that we will be able to permit these properties as well. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent us from mining at these properties and thereby have a material adverse effect on our business and financial condition.

Operating Impacts Due to the Kyoto Protocol. On December 16, 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). This equates to reductions of between 20 to 30 percent from current emission levels across the country. Implementation of this commitment will be achieved through The Climate Change Plan for Canada. In early 2008, the present government announced a new Climate Change Plan for Canada which set back ongoing discussions between the government and industry representatives substantially through changing the baseline year. Negotiating through the Canadian Fertilizer Institute, we continue to work for carbon dioxide reduction targets that could be achieved by continuing to focus on energy efficiency initiatives within our operations, thus avoiding the need to purchase carbon credits. At this point there is no certainty regarding the final targets or costs.

Reclamation Obligations. During our phosphate mining operations, we remove overburden and sand tailings in order to retrieve phosphate rock reserves. Once we have finished mining in an area, we return overburden and sand tailings and reclaim the area in accordance with approved reclamation plans and applicable laws. We have incurred and will continue to incur significant costs to fulfill our reclamation obligations. In the past, we have established accruals to account for our reclamation expenses. Since June 1, 2003, we have accounted for mandatory reclamation of phosphate mining land in accordance with SFAS 143. See Note 15 to our Consolidated Financial Statements for the impact of this accounting treatment.

Management of Residual Materials and Closure of Management Areas. Mining and processing of potash and phosphate generate residual materials that must be managed both during the operation of the facility and upon facility closure. Potash tailings, consisting primarily of salt and clay, are stored in surface disposal sites. Phosphate clay residuals from mining are deposited in clay settling ponds. Processing of phosphate rock with sulfuric acid generates phosphogypsum that is stored in phosphogypsum management systems.

During the life of the tailings management areas, clay settling ponds and phosphogypsum management systems, we have incurred and will continue to incur significant costs to manage our potash and phosphate residual materials in accordance with environmental laws and regulations and with permit requirements. Additional legal and permit requirements will take effect when these facilities are closed.

The Company has significant asset retirement obligations recorded under SFAS 143. See Critical Accounting Estimates and Note 15 to our Consolidated Financial Statements for the impact of this accounting pronouncement.

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Saskatchewan Environment (“SE”) is in the process of establishing appropriate closure requirements for potash tailings management areas. SE has required all mine operators in Saskatchewan to obtain approval of facility decommissioning and reclamation plans (“Plans”). These Plans, which apply once mining operations at any facility are terminated, must specify procedures for handling potash residuals and for decommissioning all mine facilities including potash tailings management areas. On July 5, 2000, SE approved, with comments, the decommissioning Plans submitted by us for each of our facilities. These comments required us and the rest of the industry to cooperate with SE to evaluate technically feasible, cost-effective and environmentally responsible disposal options for tailings residuals and to correct any deficiencies in the Plans that were noted by SE. The Plans initially approved July 5, 2000 were reviewed, updated, and resubmitted to SE in May 2006. These plans have been tentatively approved, subject to a continuing review of the associated financial assurance proposal.

Financial Assurance. Separate from our accounting treatment for reclamation and closure liabilities, some jurisdictions in which we operate have required us either to pass a test of financial strength or provide credit support, typically surety bonds, financial guarantees or letters of credit, to address phosphate mining reclamation liabilities and closure liabilities for clay settling areas and phosphogypsum management systems. See Other Commercial Commitments under Off-Balance Sheet Arrangements and Obligations above for the amounts of such assurance maintained by the Company and the impacts of such assurance.

In connection with the interim approval of closure plans for potash tailings management areas discussed above, we were required to post interim financial assurance to cover the estimated amount that would be necessary to operate our tailings management areas for approximately two years in the event that we were no longer able to fund facility decommissioning. In April 2006, a proposal for initiating a closure fund for each company was made to SE. As proposed, the fund would be managed by a mutually agreed upon third party. An initial investment by us of approximately $1.5 million Canadian would grow by the estimated time of closure, or by the one-hundredth year of operation, to an amount that would fully fund the industry’s closure liability. SE would review the sufficiency of the fund every five years. In addition, under the proposal, the existing interim financial assurance would remain in place. SE has not yet formally responded to the proposal, but in principle, appears to support it. SE has extended the expiration of our current financial assurance indefinitely pending its review of the proposal.

Upon final approval by SE, we will be required to provide financial assurance that the plans proposed by us ultimately will be carried out. Because SE has not yet specified the assurance mechanism to be utilized, we cannot predict with certainty the financial impact of these financial assurance requirements on us.

Remedial Activities

The U.S. Comprehensive Environmental Response, Compensation, and Liability Act, commonly known as the Superfund law, imposes liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons who have disposed of “hazardous substances” at a third-party location. Various states have enacted legislation that is analogous to the federal Superfund program. Under Superfund, or its various state analogues, one party may be responsible for the entire site, regardless of fault or the locality of its disposal activity. We have contingent environmental remedial liabilities that arise principally from three sources which are further discussed below: (i) facilities currently or formerly owned by our subsidiaries or their predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund or state equivalent sites where we have disposed of hazardous materials. Taking into consideration established accruals for environmental remedial matters of approximately $22.8 million as of May 31, 2008, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition. However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites.

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Remediation at Our Facilities. Many of our formerly owned or current facilities have been in operation for a number of years. The historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or process tailings at these facilities by us and predecessor operators have resulted in soil, surface water and groundwater impacts.

At many of these facilities, spills or other releases of regulated substances have occurred previously and potentially could occur in the future, possibly requiring us to undertake or fund cleanup efforts under Superfund or otherwise. In some instances, we have agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake certain investigations, which currently are in progress, to determine whether remedial action may be required to address site impacts. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Taking into account established accruals, future expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material adverse effect on our business or financial condition. However, material expenditures by us could be required in the future to remediate the environmental impacts at these or at other current or former sites.

Remediation at Third-Party Facilities. Various third parties have alleged that our historic operations have impacted neighboring off-site areas or nearby third-party facilities. In some instances, we have agreed, pursuant to orders from or agreements with appropriate governmental agencies or agreements with private parties, to undertake or fund investigations, some of which currently are in progress, to determine whether remedial action, under Superfund or otherwise, may be required to address off-site impacts. Our remedial liability at these sites, either alone or in the aggregate, taking into account established accruals, currently is not expected to have a material adverse effect on our business or financial condition. As more information is obtained regarding these sites, this expectation could change.

Liability for Off-Site Disposal Locations. Currently, we are involved or concluding involvement for off-site disposal at several Superfund or equivalent state sites. Moreover, we previously have entered into settlements to resolve liability with regard to Superfund or equivalent state sites. In some cases, such settlements have included “reopeners,” which could result in additional liability at such sites in the event of newly discovered contamination or other circumstances. Our remedial liability at such disposal sites, either alone or in the aggregate, currently is not expected to have a material adverse effect on our business or financial condition. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

For additional discussion of environmental liabilities and proceedings in which we are involved, see Note 21 to our Consolidated Financial Statements.

Contingencies

Information regarding contingencies in Note 21 to our Consolidated Financial Statements is hereby incorporated by reference.

Related Parties

Information regarding related party transactions is set forth in Note 23 to our Consolidated Financial Statements and is incorporated herein by reference.

Recently Issued Accounting Guidance

Recently issued accounting guidance is set forth in Note 4 to the Consolidated Financial Statements and is incorporated herein by reference.

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Forward-Looking Statements

Cautionary Statement Regarding Forward Looking Information

All statements, other than statements of historical fact, appearing in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements about our expectations, beliefs, intentions or strategies for the future, statements concerning our future operations, financial condition and prospects, statements regarding our expectations for capital expenditures, statements concerning our level of indebtedness and other information, and any statements of assumptions regarding any of the foregoing. In particular, forward-looking statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “potential,” “predict,” “project” or “should.” These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

Factors that could cause reported results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

• business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;

• changes in the operation of world phosphate or potash markets, including continuing consolidation in the fertilizer industry, particularly if we do not participate in the consolidation;

• pressure on prices realized by us for our products;

• the expansion or contraction of production capacity or selling efforts by competitors or new entrants in the industries in which we operate;

• seasonality in our business that results in the need to carry significant amounts of inventory and seasonal peaks in working capital requirements, and may result in excess inventory or product shortages;

• changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;

• disruptions to existing transportation or terminaling facilities;

• shortages of railcars, barges and ships for carrying our products and raw materials;

• the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;

• foreign exchange rates and fluctuations in those rates;

• tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;

• other risks associated with our international operations;

• adverse weather conditions affecting our operations, including the impact of potential hurricanes or excess rainfall;

34

• difficulties or delays in receiving, or increased costs of obtaining or satisfying conditions of, required governmental and regulatory approvals including permitting activities;

• the financial resources of our competitors, including state-owned and government-subsidized entities in other countries;

• provisions in the agreements governing our indebtedness that limit our discretion to operate our business and require us to meet specified financial tests;

• adverse changes in the ratings of our securities and changes in availability of funds to us in the financial markets;

• the possibility of defaults by our customers on trade credit that we extend to them or on indebtedness that they incur to purchase our products and that we guarantee;

• rates of return on, and the investment risks associated with, our cash balances;

• the effectiveness of our risk management strategy;

• actual costs of asset retirement, environmental remediation, reclamation and other environmental obligations differing from management’s current estimates;

• the costs and effects of legal proceedings and regulatory matters affecting us including environmental and administrative proceedings;

• the success of our efforts to attract and retain highly qualified and motivated employees;

• strikes, labor stoppages or slowdowns by our work force or increased costs resulting from unsuccessful labor contract negotiations;

• accidents involving our operations, including brine inflows at our Esterhazy, Saskatchewan potash mine as well as potential inflows at our other shaft mines, and potential fires, explosions, seismic events or releases of hazardous or volatile chemicals;

• terrorism or other malicious intentional acts;

• other disruptions of operations at any of our key production and distribution facilities, particularly when they are operating at high operating rates;

• changes in antitrust and competition laws or their enforcement;

• other changes in laws and regulations resulting from concerns over rising food and crop nutrient prices;

• actions by the holders of controlling equity interests in businesses in which we hold a minority interest;

• Cargill’s majority ownership and representation on Mosaic’s Board of Directors and its ability to control Mosaic’s actions, and the possibility that it could either increase its ownership after the expiration of existing standstill provisions in our investor rights agreement with Cargill that expire in 2008 or sell its interest in Mosaic; and

• other risk factors reported from time to time in our Securities and Exchange Commission reports.

35

Material uncertainties and other factors known to us are discussed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the fiscal year ended May 31, 2008 and incorporated by reference herein as if fully stated herein.

We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise any of these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

36

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

The Mosaic Company:

We have audited the accompanying consolidated balance sheets of The Mosaic Company and subsidiaries as of May 31, 2008 and May 31, 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2008. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II—Valuation and Qualifying Accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Mosaic Company and subsidiaries as of May 31, 2008 and May 31, 2007, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended May 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As disclosed in Notes 2, 4, and 14 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109, on June 1, 2007. As disclosed in Notes 2 and 18 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, on May 31, 2007. As disclosed in Notes 2 and 19 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment, on June 1, 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Mosaic Company’s internal control over financial reporting as of May 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July 28, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Minneapolis, Minnesota

July 28, 2008

37

Consolidated Statements of Operations

In millions, except per share amounts

	Years Ended May 31
	2008			2007			2006
Net sales	$	9,812.6		$	5,773.7		$	5,305.8
Cost of goods sold		6,652.1			4,847.6			4,668.4
Gross margin		3,160.5			926.1			637.4
Selling, general and administrative expenses		323.8			309.8			241.3
Restructuring loss (gain)		18.3			(2.1	)		287.6
Other operating expenses		11.7			2.1			6.6
Operating earnings		2,806.7			616.3			101.9
Interest expense, net		90.5			149.6			153.2
Foreign currency transaction loss		57.5			8.6			100.6
Loss (gain) on extinguishment of debt		2.6			(34.6	)		-
Other (income) expenses		(26.3	)		(13.0	)		8.2
Earnings (loss) from consolidated companies before income taxes		2,682.4			505.7			(160.1	)
Provision for income taxes		714.9			123.4			5.3
Earnings (loss) from consolidated companies		1,967.5			382.3			(165.4	)
Equity in net earnings of nonconsolidated companies		124.0			41.3			48.4
Minority interests in net earnings of consolidated companies		(8.7	)		(3.9	)		(4.4	)
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)
Earnings (loss) available for common stockholders:
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)
Preferred stock dividend		-			-			11.1
Earnings (loss) available for common stockholders	$	2,082.8		$	419.7		$	(132.5	)
Basic net earnings (loss) per share	$	4.70		$	0.97		$	(0.35	)
Basic weighted average number of shares outstanding		442.7			434.3			382.2
Diluted net earnings (loss) per share	$	4.67		$	0.95		$	(0.35	)
Diluted weighted average number of shares outstanding		445.7			440.3			382.2

See Accompanying Notes to Consolidated Financial Statements

38

Consolidated Balance Sheets

In millions, except per share amounts

	May 31
	2008		2007
Assets
Current assets:
Cash and cash equivalents	$	1,960.7	$	420.6
Receivables, net		972.5		516.3
Receivables due from Cargill, Incorporated and affiliates		66.7		40.7
Inventories		1,350.9		787.4
Deferred income taxes		256.9		35.0
Other current assets		201.8		155.5
Total current assets		4,809.5		1,955.5
Property, plant and equipment, net		4,648.0		4,449.4
Investments in nonconsolidated companies		353.8		384.9
Goodwill		1,875.2		2,283.8
Deferred income taxes		10.1		-
Other assets		123.2		90.0
Total assets	$	11,819.8	$	9,163.6
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term debt	$	133.1	$	138.6
Current maturities of long-term debt		43.3		403.8
Accounts payable		1,003.9		423.8
Trade accounts payable due to Cargill, Incorporated and affiliates		18.2		9.7
Cargill prepayments and accrued liabilities		35.0		22.7
Accrued liabilities		785.9		494.6
Accrued income taxes		131.9		100.9
Deferred income taxes		34.8		35.6
Total current liabilities		2,186.1		1,629.7
Long-term debt, less current maturities		1,374.0		1,816.2
Long-term debt-due to Cargill, Incorporated and affiliates		1.0		1.9
Deferred income taxes		516.2		634.4
Other noncurrent liabilities		987.9		875.2
Minority interest in consolidated subsidiaries		23.4		22.3
Stockholders’ equity:
Preferred stock, 7.5% mandatorily convertible, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of May 31, 2008 and 2007 (liquidation preference $50 per share)		-		-
Common stock, $0.01 par value, 700,000,000 shares authorized:
Class B common stock, none issued and outstanding as of May 31, 2008 and 2007		-		-
Common stock, 443,925,006 and 440,815,272 shares issued and outstanding as of May 31, 2008 and May 31, 2007, respectively		4.4		4.4
Capital in excess of par value		2,450.8		2,318.0
Retained earnings		3,485.4		1,402.6
Accumulated other comprehensive income		790.6		458.9
Total stockholders’ equity		6,731.2		4,183.9
Total liabilities and stockholders’ equity	$	11,819.8	$	9,163.6

See Accompanying Notes to Consolidated Financial Statements

39

Consolidated Statements of Cash Flows

In millions, except per share amounts

	Years Ended May 31
	2008			2007			2006
Cash Flows from Operating Activities
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		358.1			329.4			324.1
Minority interest		8.7			3.9			4.4
Deferred income taxes		140.7			46.7			(38.9	)
Equity in net earnings of nonconsolidated companies, net of dividends		10.3			(29.0	)		(21.7	)
Accretion expense for asset retirement obligations		26.5			28.2			52.1
Amortization of debt refinancing and issuance costs		2.1			3.9			3.4
Amortization of out-of-market contracts		(19.4	)		(16.2	)		(17.5	)
Amortization of fair market value adjustment of debt		(2.8	)		(27.2	)		(47.9	)
(Gain) loss on extinguishment of debt		2.6			(34.6	)		-
Amortization of stock-based compensation expense		18.5			23.4			8.1
Restructuring and other charges (income)		18.3			(3.3	)		287.6
Unrealized gains on derivatives		(14.8	)		(20.3	)		(9.0	)
Excess tax benefits related to stock option exercises		(52.5	)		-			-
Gain on sale of investment		(24.6	)		-			-
Other		6.2			2.4			(6.8	)
Changes in assets and liabilities:
Receivables, net		(423.4	)		(63.2	)		144.1
Inventories, net		(547.1	)		(19.3	)		(16.8	)
Other current assets		(21.1	)		(34.9	)		(3.8	)
Accounts payable		522.9			30.9			(61.9	)
Accrued liabilities		348.4			156.1			(36.4	)
Other noncurrent liabilities		106.2			(88.7	)		(53.3	)
USAC contract settlement		-			-			(94.0	)
Net cash provided by operating activities		2,546.6			707.9			294.4
Cash Flows from Investing Activities
Capital expenditures		(372.1	)		(292.1	)		(404.4	)
Proceeds from sale of business		7.9			-			-
Proceeds from note of Saskferco Products Inc.		-			-			44.0
Restricted cash		(1.2	)		(14.4	)		-
Proceeds from sale of investment		24.6			-			-
Investments in nonconsolidated companies		(8.1	)		(1.4	)		-
Other		7.3			3.9			1.2
Net cash used in investing activities		(341.6	)		(304.0	)		(359.2	)
Cash Flows from Financing Activities
Payments of short-term debt		(641.9	)		(582.3	)		(474.6	)
Proceeds from issuance of short-term debt		633.7			569.1			508.8
Payments of long-term debt		(801.0	)		(2,064.7	)		(46.8	)
Proceeds from issuance of long-term debt		2.0			1,998.9			6.6
Payment of tender premium on debt		-			(111.8	)		-
Payments for deferred financing costs		-			(15.6	)		-
Proceeds from stock options exercised		57.2			48.1			28.9
Payment for swap termination		-			(6.4	)		-
Dividend paid to minority shareholder		(12.3	)		(5.9	)		(6.3	)
Excess tax benefits related to stock option exercises		52.5			-			-
Cash dividends paid		-			(2.6	)		(10.3	)
Net cash (used in) provided by financing activities		(709.8	)		(173.2	)		6.3
Effect of exchange rate changes on cash		44.9			16.6			(13.2	)
Net change in cash and cash equivalents		1,540.1			247.3			(71.7	)
Cash and cash equivalents—beginning of period		420.6			173.3			245.0
Cash and cash equivalents—end of period	$	1,960.7		$	420.6		$	173.3

See Accompanying Notes to Consolidated Financial Statements

40

Consolidated Statements of Stockholders’ Equity

In millions, except per share data

	Shares					Dollars
	Preferred Stock		Class B Stock		Common Stock	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance as of May 31, 2005	2.8		5.5		379.4	$	3.9	$	2,166.2		$	1,115.4		$	(72.0	)	$	3,213.5
Net loss	-		-		-		-		-			(121.4	)		-			(121.4	)
Foreign currency translation adjustment, net of zero tax	-		-		-		-		-			-			376.5			376.5
Minimum pension liability adjustment, net of tax of $2.6 million	-		-		-		-		-			-			(5.3	)		(5.3	)
Comprehensive income for 2006																		249.8
Issuance of stock (par value $0.01 per share)	-		-		2.9		-		38.1			-			-			38.1
Stock option exercises and amortization of stock based compensation	-		-		2.1		-		37.0			-			-			37.0
Contributions from Cargill, Inc.	-		-		-		-		3.5			-			-			3.5
Dividends on preferred shares ($0.9375 per share)	-		-		-		-		-			(11.1	)		-			(11.1	)
Balance as of May 31, 2006	2.8		5.5		384.4		3.9		2,244.8			982.9			299.2			3,530.8
Net earnings	-		-		-		-		-			419.7			-			419.7
Foreign currency translation adjustment, net of tax of $15.0 million	-		-		-		-		-			-			143.6			143.6
Minimum pension liability adjustment, net of tax of $0.2 million	-		-		-		-		-			-			0.4			0.4
Comprehensive income for 2007																		563.7
Conversion of preferred stock and class B common stock	(2.8	)	(5.5	)	52.9		0.5		(0.5	)		-			-			-
Stock option exercises	-		-		3.5		-		48.0			-			-			48.0
Amortization of stock based compensation	-		-		-		-		23.4			-			-			23.4
Adjustment to initially apply
FASB Statement 158, net of tax of $7.1 million	-		-		-		-		-			-			15.7			15.7
Contributions from Cargill, Inc.	-		-		-		-		2.3			-			-			2.3
Balance as of May 31, 2007	-		-		440.8		4.4		2,318.0			1,402.6			458.9			4,183.9
Net earnings	-		-		-		-		-			2,082.8			-			2,082.8
Foreign currency translation adjustment, net of tax of $7.2 million	-		-		-		-		-			-			318.5			318.5
Net actuarial gain, net of tax of $7.9 million	-		-		-		-		-			-			13.2			13.2
Comprehensive income for 2008																		2,414.5
Stock option exercises	-		-		3.1		-		57.2			-			-			57.2
Amortization of stock based compensation	-		-		-		-		18.5			-			-			18.5
Contributions from Cargill, Inc.									4.6									4.6
Tax benefits related to stock option exercises	-		-		-		-		52.5			-			-			52.5
Balance as of May 31, 2008	-		-		443.9	$	4.4	$	2,450.8		$	3,485.4		$	790.6		$	6,731.2

See Accompanying Notes to Consolidated Financial Statements

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Notes to Consolidated Financial Statements

Tables in millions, except per share amounts

1. ORGANIZATION AND NATURE OF BUSINESS

The Mosaic Company (“Mosaic”, and individually or in any combination with its consolidated subsidiaries, “we”, “us”, “our”, or the “Company”) was created to serve as the parent company of the business that was formed through the business combination (“Combination”) of IMC Global Inc. (“IMC” or “Mosaic Global Holdings”) and the Cargill Crop Nutrition fertilizer businesses (“CCN”) of Cargill, Incorporated and its subsidiaries (collectively, “Cargill”) on October 22, 2004.

We produce and market concentrated phosphate and potash crop nutrients. 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, including consolidated variable interest entities and investments accounted for by the equity method. We are organized into the following business segments:

Our Phosphates business segment owns and operates mines and production facilities in Florida which produce phosphate fertilizer and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce phosphate fertilizer. Our Phosphates segment’s results include North American distribution activities. Our consolidated results also include Phosphate Chemicals Export Association, Inc. (“PhosChem”), a U.S. Webb-Pomerene Act association of phosphate producers which exports phosphate fertilizer products around the world for us and PhosChem’s other member. Our share of PhosChem’s sales of dry phosphate fertilizer products is approximately 85% for the twelve months ended May 31, 2008.

Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based fertilizer, animal feed ingredients and industrial products. Potash sales include domestic and international sales. We are a member of Canpotex, Limited (“Canpotex”), an export association of Canadian potash producers through which we sell our Canadian potash internationally.

Our Offshore business segment consists of sales offices, fertilizer blending and bagging facilities, port terminals and warehouses in several key international countries, including Brazil. In addition, we own or have strategic investments in production facilities in Brazil and in a number of other countries. Our Offshore segment serves as a market for our Phosphates and Potash segments but also purchases and markets products from other suppliers worldwide.

During the second quarter of fiscal 2008, we completed a strategic review in which we identified the Nitrogen business as non-core to our ongoing business. Therefore, based primarily on how our chief operating decision makers view and evaluate the business, we have eliminated the Nitrogen business as a separate reportable segment. The results of the Nitrogen business are now included as part of Corporate, Eliminations and Other. Accordingly, the prior period comparable results have been updated to reflect our Nitrogen business as a part of the Corporate, Eliminations and Other segment for comparability purposes.

Intersegment sales are eliminated within the Corporate, Eliminations and Other segment. See Note 24 to our Consolidated Financial Statements for segment results.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement Presentation and Basis of Consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Throughout the Notes to

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Consolidated Financial Statements, amounts in tables are in millions of dollars except for per share data and as otherwise designated. References in this report to a particular fiscal year are to the twelve months ended May 31 of that year.

The accompanying Consolidated Financial Statements include the accounts of Mosaic and its majority owned subsidiaries, as well as the accounts of certain variable interest entities (“VIEs”) for which we are the primary beneficiary as described in Note 13. Certain investments in companies where we do not have control but have the ability to exercise significant influence are accounted for by the equity method. Certain investments where we are unable to exercise significant influence over operating and financial decisions are accounted for under the cost method.

We own 33.09% of Fertifos S.A., a Brazilian holding company which owns 56.25% of Fosfertil S.A., a publicly traded phosphate and nitrogen company in Brazil. Our Consolidated Financial Statements include the equity in net earnings for this investee for the reporting periods for which Fosfertil has most recently made its financial information publicly available in Brazil, which results in a two-month lag in the reporting of our interest in the earnings of Fertifos in our Consolidated Financial Statements.

Accounting Estimates

Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant estimates made by management are the determination of the fair value of share-based awards, the valuation of goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities, the costs of our employee benefit obligations for pension plans and postretirement benefits, income tax related accounts, including the valuation allowance against deferred income tax assets, Canadian resource tax and royalties and accruals for pending legal and environmental matters. Actual results could differ from these estimates.

Revenue Recognition

Revenue on North American sales is recognized when the product is delivered to the customer or when the risks and rewards of ownership are otherwise transferred to the customer. Revenue on Offshore sales and North American export sales is recognized upon the transfer of title to the customer and when the price is fixed and determinable. For certain export shipments, transfer of title occurs outside the U.S. or the country in which the shipment originated. Shipping and handling costs are included as a component of cost of goods sold. Sales to wholesalers and retailers (but not to importers) in India are subject to a selling price cap and are eligible for an Indian government subsidy which reimburses importers for the difference between the market price of diammonium phosphate fertilizer (“DAP”) and the capped price. We record the government subsidy at the time the underlying eligible sale is made which is when the price of DAP is both fixed and determinable.

We are party to a marketing agreement with Saskferco Products Inc. (“Saskferco”). In connection with this agreement, we perform the sales and marketing services and receive an agency fee. In accordance with Emerging Issues Task Force (“EITF”) Issue 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent,” we are acting as an agent under this marketing agreement. As a result, we are recording only our agency fee.

Income Taxes

In preparing our Consolidated Financial Statements, we utilize the asset and liability approach in accounting for income taxes. We recognize income taxes in each of the jurisdictions in which we operate. For each jurisdiction, we estimate the actual amount of taxes currently payable or receivable, as well as deferred income tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing

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assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. In determining whether a valuation allowance is required to be recorded, we apply the principles enumerated in Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” (“SFAS 109”), in the U.S. and each foreign jurisdiction in which a deferred income tax asset is recorded. We consider tax planning strategies, scheduled reversals of temporary differences and factor in the expiration period of our tax carryforwards. In addition, as part of the process of recording the Combination, we have made certain adjustments to valuation allowances related to the businesses of IMC (Purchase Accounting Valuation Allowances). If during an accounting period we determine that we will not realize all or a portion of our deferred income tax assets, we will increase our valuation allowances with a charge to income tax expense. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related tax benefits, we will reduce valuation allowances with either (i) a reduction to goodwill, if the reduction relates to Purchase Accounting Valuation Allowances, or (ii) in all other cases, with a reduction to income tax expense.

We recognize excess tax benefits associated with stock-based compensation in stockholders’ equity only when realized. When assessing whether excess tax benefits relating to stock-based compensation have been realized, we follow the with-and-without approach excluding any indirect effects of the excess tax deductions. Under this approach, excess tax benefits related to stock-based compensation are not deemed to be realized until after the utilization of all other applicable tax benefits available to us.

We adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on June 1, 2007. Under FIN 48, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Canadian Resource Taxes and Royalties

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. We also 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. Our Canadian resource tax and royalty expenses were $361.8 million, $154.1 million and $118.4 million for fiscal 2008, 2007 and 2006 respectively. These resource taxes and royalties are recorded in our cost of goods sold.

Foreign Currency Translation

The Company’s functional currency is the U.S. dollar; however, for operations located in Canada, Brazil and Thailand, the functional currency is the local currency. Assets and liabilities of these foreign operations are translated to U.S. dollars at exchange rates in effect at the balance sheet date, while income statement accounts and cash flows are translated to U.S. dollars at the average exchange rates for the period. For these operations, translation gains and losses are recorded as a component of accumulated other comprehensive income in stockholders’ equity until the foreign entity is sold or liquidated. The effect on the Consolidated Statements of Operations of transaction gains and losses is presented separately in that statement. These transaction gains and losses result from transactions that are denominated in a currency that is other than the functional currency of the operation.

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Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments with original maturities of 90 days or less, and other highly liquid investments that are payable on demand such as money market accounts, certain certificates of deposit and repurchase agreements. The carrying amount of such cash equivalents approximates their fair value due to the short-term and highly liquid nature of these instruments.

Concentration of Credit Risk

In the U.S., we sell our products to manufacturers, distributors and retailers primarily in the Midwest and Southeast. Internationally, our phosphate and potash products are sold primarily through two North American export associations. A concentration of credit risk arises from our accounts receivable associated with the international sales of potash product through Canpotex. We consider our concentration risk related to the Canpotex receivable to be mitigated by their credit policy. Canpotex’s credit policy requires the underlying receivables to be substantially insured or secured by letters of credit. At May 31, 2008 and 2007, $205.4 million and $58.0 million, respectively, of accounts receivable was due from Canpotex.

Receivables and Allowance for Doubtful Accounts

Accounts receivable are recorded at face amount less an allowance for doubtful accounts. On a regular basis, we evaluate outstanding accounts receivable and establish the allowance for doubtful accounts based on a combination of specific customer circumstances as well as credit conditions and a history of write-offs and subsequent collections.

Included in other assets are long-term accounts receivable of $33.8 million and $30.5 million at May 31, 2008 and 2007, respectively. In accordance with our allowance for doubtful accounts policy, we have recorded allowances against these long-term accounts receivable of $17.8 million and $14.8 million, respectively.

Inventories

Inventories of raw materials, work-in-process products, finished goods and operating materials and supplies are stated at the lower of cost or market. Costs for substantially all finished goods and work-in-process inventories include materials, production labor and overhead and are determined using the weighted average cost basis. Cost for substantially all raw materials is also determined using the weighted average cost basis.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Costs of significant assets include capitalized interest incurred during the construction and development period. Repairs and maintenance costs are expensed when incurred.

Depletion expenses for mining operations, including mineral reserves, are generally determined using the units-of-production method based on estimates of recoverable reserves. Depreciation is computed principally using the straight-line method over the following useful lives: machinery and equipment 3 to 25 years, and buildings and leasehold improvements 3 to 40 years.

We estimate useful lives based on experience and current technology. These estimates may be extended through sustaining capital programs. Factors affecting the fair value of our assets may also affect the estimated useful lives of our assets and these factors can change. Therefore, we periodically review the estimated remaining lives of our facilities and other significant assets and adjust our depreciation rates prospectively where appropriate.

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Leases

Leases are classified as either operating leases or capital leases in accordance with SFAS No. 13, “Accounting for Leases,” as amended by subsequent standards. Assets acquired under capital leases are depreciated on the same basis as property, plant and equipment. Rental payments are expensed on a straight-line basis. Leasehold improvements are depreciated over the depreciable lives of the corresponding fixed assets or the related lease term, whichever is shorter.

Investments

Except as discussed in Note 13 with respect to variable interest entities, investments in the common stock of affiliated companies in which our ownership interest is 50% or less and in which we exercise significant influence over operating and financial policies are accounted for using the equity method after eliminating the effects of any material intercompany transactions. Other investments are accounted for at cost.

Recoverability of Long-Lived Assets

Long-lived assets, including property, plant and equipment, capitalized software costs, and investments are accounted for in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” A long-lived asset is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset group exceeds its fair value.

Goodwill

Goodwill is carried at cost, not amortized, and represents the excess of the purchase price and related costs over the fair value assigned to the net identifiable assets of a business acquired. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we test goodwill for impairment at the reporting unit level on an annual basis or upon the occurrence of events that may indicate possible impairment. The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill and other indefinite-lived intangible assets. If the fair value is less than the carrying amount, the second step determines the amount of the impairment by comparing the implied fair value of the goodwill with the carrying amount of that goodwill. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill and indefinite-lived intangible assets, is less than its carrying amount. We have established the second quarter of our fiscal year as the period for our annual test for impairment of goodwill and the test resulted in no impairment in the periods presented.

Environmental Costs

Accruals for estimated costs are recorded when environmental remediation efforts are probable and the costs can be reasonably estimated. In determining the accruals, we use the most current information available, including similar past experiences, available technology, consultant evaluations, regulations in effect, the timing of remediation and cost-sharing arrangements.

Asset Retirement Obligations

SFAS No. 143, “Accounting for Asset Retirement Obligations,” (“SFAS 143”) requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and depreciated on a straight-line basis over the remaining estimated useful life of the related asset.

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The liability is adjusted in subsequent periods through accretion expense. Accretion expense represents the increase in the present value of the liability due to the passage of time. Such depreciation and accretion expenses are included in cost of goods sold.

Litigation

We are involved from time to time in claims and legal actions incidental to our operations, both as plaintiff and defendant. We have established what we currently believe to be adequate accruals for pending legal matters. These accruals are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as advice of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. The litigation accruals at any time reflect updated assessments of the then-existing claims and legal actions. The final outcome or potential settlement of litigation matters could differ materially from the accruals which we have established. We accrue legal fees as they are incurred. For significant individual cases, we accrue anticipated legal costs.

Pension and Other Post-Retirement Benefits

Mosaic offers a number of benefit plans that provide pension and other benefits to qualified employees. These plans include defined benefit pension plans, supplemental pension plans, defined contribution plans and other post-retirement benefit plans.

We accrue, in accordance with the recognition provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” (“SFAS 158”), the funded status of our plans, which is representative of our obligations under employee benefit plans and the related costs, net of plan assets measured at fair value. The cost of pensions and other retirement benefits earned by employees is generally determined with the assistance of an actuary using the projected benefit method prorated on service and management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and expected healthcare costs.

Share-Based Compensation

Effective June 1, 2006, we adopted the provisions of, and account for stock-based compensation in accordance with, SFAS No. 123 (R) “Share-Based Payment” (“SFAS 123R”) using the modified prospective transition method. SFAS 123R requires an entity to measure the cost of employees’ services received in exchange for an award of equity instruments based on grant-date fair value of the award, with the cost to be recognized over the period during which the employee is required to provide service in exchange for the award. The majority of granted awards are stock options that vest annually in equal amounts over a three-year period, and all stock options have an exercise price equal to the fair market value of our common stock on the date of grant. We recognize compensation expense for awards on a straight-line basis over the requisite service period. Estimated expense recognized for the options granted prior to, but not vested as of June 1, 2006, was calculated based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.”

Derivative and Hedging Activities

We account for derivatives in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”), which requires us to record all derivatives on the Consolidated Balance Sheet at fair value. Changes in the fair value of derivatives are immediately recognized in earnings, unless they meet the hedging criteria of SFAS 133. The criteria used to determine if hedge accounting treatment is appropriate are: (i) the designation of the hedge to an underlying exposure; (ii) the hedging transaction has the

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effect of reducing the overall risk; and (iii) a high degree of correlation between changes in the value of the derivative instrument and the underlying obligation. On the date a derivative contract is entered into, if we plan to account for the derivative as a hedge under SFAS 133, we designate the derivative as either: (a) a hedge of a recognized asset or liability or an unrecognized firm commitment (fair value hedge); (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or (c) a hedge of a net investment in a foreign operation (net investment hedge). We formally document our hedge relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction at the inception of the hedge, if we plan to account for the derivative as a hedge under SFAS 133. If it is determined that a derivative ceases to be an effective hedge or that the anticipated transaction is no longer likely to occur, we will discontinue hedge accounting.

Reclassifications

Certain reclassifications have been made to prior years’ financial statements to conform to the current year presentation.

We reclassified certain amounts from building and leasehold improvements and land to mineral properties and rights for the May 31, 2007 balances. The balances were reclassified to correct errors in Note 6 of our May 31, 2007 Notes to Consolidated Financial Statements which were caused by account mappings in our new enterprise resource planning system. In Note 6 of our May 31, 2007 Notes to Consolidated Financial Statements, the amounts reclassified from building and leasehold improvements and land to mineral properties and rights were $582.1 million and $13.4 million, respectively. The reclassifications were deemed immaterial to the financial statements as they had no effect on net earnings, total stockholders’ equity, total assets or cash flows.

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3. OTHER FINANCIAL STATEMENT DATA

The following provides additional information concerning selected balance sheet accounts:

	May 31
(in millions)	2008		2007
Receivables
Trade	$	871.2	$	475.5
Non-trade		112.1		48.7
		983.3		524.2
Less: Allowance for doubtful accounts		10.8		7.9
	$	972.5	$	516.3
Inventories
Raw materials	$	74.0	$	9.7
Work in process		255.8		138.8
Finished goods		940.4		529.0
Operating materials and supplies		80.7		109.9
	$	1,350.9	$	787.4
Accrued liabilities
Non-income taxes	$	178.5	$	83.3
Payroll and employee benefits		104.2		80.1
Asset retirement obligations		85.1		77.6
Customer prepayments		172.8		63.4
Other		245.3		190.2
	$	785.9	$	494.6
Other noncurrent liabilities
Asset retirement obligations	$	430.5	$	463.9
Accrued pension and postretirement benefits		142.9		182.2
Unrecognized tax benefits		202.5		-
Deferred revenue on out of market contracts		70.9		87.2
Other		141.1		141.9
	$	987.9	$	875.2

Interest expense, net was comprised of the following in fiscal 2008, 2007 and 2006:

	Years ended May 31
(in millions)	2008			2007			2006
Interest expense	$	124.0		$	171.5		$	166.5
Interest income		(33.5	)		(21.9	)		(13.3	)
Interest expense, net	$	90.5		$	149.6		$	153.2

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4. RECENTLY ISSUED ACCOUNTING GUIDANCE

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first, evaluating whether a tax position has met a more-likely-than-not recognition threshold, and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on de-recognition, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for the Company on June 1, 2007. The adoption of FIN 48 and its effects are described in Note 14.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and requires enhanced disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 defers implementation of SFAS 157 for certain nonfinancial assets and nonfinancial liabilities, including but not limited to our asset retirement obligations. SFAS 157 is effective for the Company on June 1, 2008. The aspects that have been deferred by FSP FAS 157-2 will be effective for the Company beginning June 1, 2009. We do not expect that the adoption of SFAS 157 and the provisions of FSP FAS 157-2 will have a material effect on our Consolidated Financial Statements.

In September 2006, the FASB issued SFAS 158. SFAS 158 requires the recognition of the funded status of pension and other postretirement benefit plans on the balance sheet. The overfunded or underfunded status is required to be recognized as an asset or liability on the balance sheet with changes other than the expense occurring during the current year reflected through the comprehensive income portion of equity. SFAS 158 also requires the measurement of the funded status of a plan to match the date of our fiscal year-end financial statements, eliminating the use of earlier measurement dates previously permissible. We applied the recognition provision of SFAS 158 as of May 31, 2007. We are adopting the measurement provision of SFAS 158 as of June 1, 2008 and anticipate a retained earnings impact of approximately $1.0 million.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of SFAS No. 115” (“SFAS 159”). SFAS 159 expands opportunities to use fair value measurement in financial reporting by permitting entities to choose to measure many eligible financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected must be reported in earnings. The Company does not intend to elect the fair value option for assets and liabilities held upon its adoption of SFAS 159 effective June 1, 2008. Therefore, SFAS 159 will not have an impact on the Company’s results of operations, financial position or liquidity.

In April 2007, the FASB issued FASB Staff Position No. FIN 39-1, “Amendment of FASB Interpretation No. 39” (“FIN 39-1”). FIN 39-1 requires entities that are party to a master netting arrangement to offset the receivable or payable recognized upon payment or receipt of cash collateral against fair value amounts recognized for derivative instruments that have been offset under the same master netting arrangement in accordance with FASB Interpretation No. 39. Entities are required to recognize the effects of applying FIN 39-1 as a change in accounting principle through retrospective application for all financial statements presented unless it is impracticable to do so. The guidance provided by FIN 39-1 is effective for us on June 1, 2008. We do not expect FIN 39-1 to have a material effect on our Consolidated Financial Statements.

In May 2007, the FASB issued FASB Staff Position No. FIN 48-1, “Definition of Settlement in FASB Interpretation No, 48” (“FIN 48-1”). FIN 48-1 provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The guidance became effective for the Company upon the initial adoption of FIN 48 on June 1, 2007. The adoption of FIN 48-1 and its effects are described in Note 14.

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In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), which replaces FASB Statement No. 141, “Business Combinations”. SFAS 141R expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS 141R also requires that all assets, liabilities, contingent consideration, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS 141R requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. SFAS 141R is effective for the Company’s fiscal year beginning June 1, 2009, with early adoption prohibited. The Company is in the process of evaluating the impact of adoption of SFAS 141R.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. In addition, SFAS 160 provides reporting requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for the Company on June 1, 2009. We are currently reviewing SFAS 160 to determine the impact of its adoption to the Company.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. We currently use the “simplified” method to estimate the expected term for share option grants as we do not have enough historical experience to provide a reasonable estimate. We will continue to use the “simplified” method until we have enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110 was effective for the Company on January 1, 2008.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS 161 also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. SFAS 161 is effective for the Company beginning December 1, 2008. We are currently reviewing SFAS 161 to determine the impact of its adoption to the Company.

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5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	May 31
(in millions)	2008		2007
Land	$	176.7	$	168.8
Mineral properties and rights		2,475.2		2,394.7
Buildings and leasehold improvements		783.5		665.4
Machinery and equipment		2,926.7		2,586.2
Construction in-progress		279.8		263.9
		6,641.9		6,079.0
Less: accumulated depreciation and depletion		1,993.9		1,629.6
	$	4,648.0	$	4,449.4

Depreciation and depletion expense was $358.1 million, $329.4 million and $324.1 million for fiscal 2008, 2007 and 2006, respectively. In 2006, there was an additional $261.8 million of depreciation expense included within the restructuring charge. Capitalized interest on major construction projects was $11.8 million, $7.7 million and $6.4 million in fiscal 2008, 2007 and 2006, respectively.

6. EARNINGS PER SHARE

The numerator for diluted earnings (loss) per share (“EPS”) is net earnings (loss), unless the effect of the assumed conversion of Mosaic preferred stock is anti-dilutive, in which case earnings (loss) available for common stockholders is used.

The denominator for basic EPS is the weighted-average number of shares outstanding during the period. The denominator for diluted EPS includes the weighted average number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued unless the shares are anti-dilutive. The following is a reconciliation of the numerator and denominator for the basic and diluted earnings per share computations:

	Years ended May 31
(in millions)	2008		2007		2006
Net earnings (loss)	$	2,082.8	$	419.7	$	(121.4	)
Preferred stock dividend		-		-		11.1
Earnings (loss) available for common stockholders	$	2,082.8	$	419.7	$	(132.5	)
Basic weighted average common shares outstanding		442.7		434.3		382.2
Common stock issuable upon vesting of restricted stock awards		0.8		0.4		-
Common stock equivalents		2.2		1.1		-
Common stock issuable upon conversion of preferred stock		-		4.5		-
Diluted weighted average common shares outstanding		445.7		440.3		382.2
Earnings (loss) per share—basic	$	4.70	$	0.97	$	(0.35	)
Earnings (loss) per share—diluted	$	4.67	$	0.95	$	(0.35	)

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There were no anti-dilutive shares for fiscal 2008. A total of 2.3 million and 4.5 million shares of common stock subject to issuance for exercise of stock options for fiscal 2007 and 2006, respectively, have been excluded from the calculation of diluted EPS because the option exercise price plus unrecognized corporate cost was greater than the average market price of our common stock during the period, and therefore, the effect would be antidilutive.

For fiscal 2006, 0.1 million common stock equivalents related to restricted stock awards, 0.7 million common stock equivalents related to stock options with exercise prices less than the average market price, and 52.9 million shares of common stock issuable upon conversion of the Mosaic Preferred Stock were not included in the computation of diluted EPS because we incurred a net loss and, therefore, the effect of their inclusion would be antidilutive.

7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Components of accumulated other comprehensive income (loss) are as follows:

(in millions)	Balance May 31 2005			2006 Change			Balance May 31 2006			2007 Change		Balance May 31 2007			2008 Change		Balance May 31 2008
Cumulative foreign currency translation adjustment, net of tax of $20.2 million	$	(71.8	)	$	376.5		$	304.7		$	143.6	$	448.3		$	318.5	$	766.8
Minimum pension liability adjustment		(0.2	)		(5.3	)		(5.5	)		0.4		(5.1	)		5.1		-
Net actuarial gain, net of tax of $16.6 million		-			-			-			15.7		15.7			8.1		23.8
Accumulated other comprehensive income (loss)	$	(72.0	)	$	371.2		$	299.2		$	159.7	$	458.9		$	331.7	$	790.6

8. CASH FLOW INFORMATION

Supplemental disclosures of cash paid for interest and income taxes and non-cash investing and financing information is as follows:

	Years Ended May 31
(in millions)	2008			2007			2006
Cash paid during the period for:
Interest (net of amount capitalized)	$	130.1		$	220.5		$	207.3
Income taxes		382.8			66.1			149.3
Non-cash investing and financing activities:
Purchase of property, plant and equipment with debt		-			3.5			8.3
Purchase of property through the issuance of common stock		-			-			38.1
Detail of businesses acquired:
Current assets		-			-			(4.0	)
Property, plant and equipment		-			-			(9.7	)
Goodwill		(489.5	)		(89.4	)		49.1
Other assets		-			-			(1.8	)
Liabilities assumed, including deferred income taxes		489.5			89.4			(33.6	)

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Acquiring or constructing property, plant and equipment by incurring a liability does not result in a cash outflow for us until the liability is paid. In the period the liability is incurred, the change in operating accounts payable on the Consolidated Statement of Cash Flows is reduced by such amount. In the period the liability is paid, the amount is reflected as a cash outflow from investing activities. The applicable net change in operating accounts payable that was classified from (to) investing activities on the Consolidated Statement of Cash Flow was ($29.5) million, ($4.9) million, and $23.8 million for fiscal 2008, 2007, and 2006 respectively.

In fiscal 2008 and 2007, there were no businesses acquired; the fiscal 2006 detail of businesses acquired reflect adjustments associated with the finalization of valuations related to the Combination and the fiscal 2008 and 2007 adjustments relate only to income taxes. See Footnote 11 for further discussion.

9. FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of our financial instruments are as follows:

	May 31
	2008				2007
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	1,960.7	$	1,960.7	$	420.6	$	420.6
Accounts receivable, including Cargill receivables		1,039.2		1,039.2		557.0		557.0
Accounts payable trade, including Cargill payables		1,022.1		1,022.1		433.5		433.5
Short-term debt		133.1		133.1		138.6		138.6
Long-term debt, including current portion		1,418.3		1,447.6		2,221.9		2,231.2

For cash and cash equivalents, accounts receivable and accounts payable, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair value of long-term debt, including long-term debt due Cargill, is estimated using a present value method based on current interest rates for similar instruments with equivalent credit quality.

10. INVESTMENTS IN NON-CONSOLIDATED COMPANIES

We have investments in various international and domestic entities and ventures. The equity method of accounting is applied to such investments because the ownership structure prevents us from exercising a controlling influence over operating and financial policies of the businesses. Under this method, our equity in the net earnings or losses of the investments is reflected as equity in net earnings of non-consolidated companies on our Consolidated Statements of Operations. The effects of material intercompany transactions with these equity method investments are eliminated, including the gross profit on sales to and purchases from our equity-method investments which is deferred until the time of sale to the final third party customer.

A summary of our equity-method investments, which were in operation at May 31, 2008, is as follows:

Entity	Economic Interest
Gulf Sulphur Services LTD., LLLP	50.00%
River Bend Ag, LLC	50.00%
Saskferco	50.00%
IFC S.A.	45.00%
Yunnan Three Circles Sinochem Cargill Fertilizers Co. Ltd.	35.00%
Canpotex Limited	33.33%
Fertifos S.A. (owns 56.25% of Fosfertil S.A.)	33.09%
Fosfertil S.A.	1.30%

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On July 14, 2008, we and the other primary investor in Saskferco announced a definitive agreement to sell Saskferco. We have included the Saskferco investment within other current assets on the Consolidated Balance Sheet as of May 31, 2008. See Note 25 for further information.

The summarized financial information shown below includes all non-consolidated companies carried on the equity method.

	Years ended May 31
(in millions)	2008		2007		2006
Net sales	$	4,797.9	$	3,060.9	$	2,484.8
Net earnings		323.2		110.3		123.4
Mosaic’s share of equity in net earnings		124.0		41.3		48.4
Total assets		2,983.2		1,902.8		1,673.8
Total liabilities		2,266.5		1,201.5		1,100.1
Mosaic’s share of equity in net assets		266.0		288.8		238.4

The difference between our share of equity in net assets as shown in the above table and the investment in non-consolidated companies as shown on the Consolidated Balance Sheet is due to an excess amount paid over the book value of Fertifos. The excess relates to phosphate rock reserves adjusted to fair value in relation to Fertifos. The excess amount is amortized over the estimated life of the phosphate rock reserve and is net of related deferred income taxes.

Our ownership interest in Fertifos requires disclosure as defined by applicable SEC regulations as of May 31, 2008. Our carrying value of equity investments is impacted by net earnings and losses, dividends, movements in foreign currency exchange as well as other adjustments. In fiscal 2007, Fertifos and Fosfertil adopted SFAS 158 which resulted in a reduction of $3.3 million to our investment for the impact of adoption.

The following table summarizes financial information for Fertifos for the periods shown below.

	May 31
(in millions)	2008		2007		2006
Net earnings	$	154.4	$	48.6	$	63.5
Total assets		1,612.3		1,048.1		908.1
Total liabilities		1,073.8		672.1		614.6

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11. GOODWILL

The changes in the carrying amount of goodwill, by reporting unit, for the years ended May 31, 2008 and 2007, are as follows:

(in millions)	Phosphates			Potash			Total
Balance as of May 31, 2006	$	753.9		$	1,593.2		$	2,347.1
Income tax adjustments		(30.2	)		(59.2	)		(89.4	)
Foreign currency translation		-			26.1			26.1
Balance as of May 31, 2007		723.7			1,560.1			2,283.8
Income tax adjustments		(167.5	)		(322.0	)		(489.5	)
Foreign currency translation		-			80.9			80.9
Balance as of May 31, 2008	$	556.2		$	1,319.0		$	1,875.2

The Company has recorded adjustments to goodwill during fiscal 2008 and 2007 which are related to the reversal of income tax valuation allowances and other purchase accounting adjustments for income tax-related amounts including a revision to our deferred taxes to reflect our ability to claim foreign tax credits. As of May 31, 2008, $263.5 million of goodwill was determined to be tax deductible.

12. FINANCING ARRANGEMENTS

On December 1, 2006, we completed a refinancing (“Refinancing”) consisting of (i) the purchase by subsidiaries of approximately $1.4 billion of outstanding senior notes and debentures (“Existing Notes”) pursuant to tender offers and (ii) the refinancing of a $345.0 million term loan B facility under our existing bank credit agreement. The total consideration paid for the purchase of the Existing Notes, including tender premiums and consent payments but excluding accrued and unpaid interest, was approximately $1.5 billion. Mosaic funded the purchase of the Existing Notes and the refinancing of the existing term loan B facility through the issuance of $475.0 million aggregate principal amount of 7.375% senior notes due 2014 and $475.0 million aggregate principal amount of 7.625% senior notes due 2016, and new $400.0 million term loan A-1 and $612.0 million new term loan B facilities under an amended and restated senior secured bank credit agreement (“Restated Credit Agreement”). The excess proceeds from the Refinancing became available to us for general corporate purposes.

The revolving credit facility and term loan A facility existing under our senior secured bank credit agreement before the Refinancing were not refinanced and remained in place under the Restated Credit Agreement after the Refinancing.

Purchases of Existing Notes

The Existing Notes purchased in the Refinancing consisted of approximately $124.0 million aggregate principal amount of Mosaic Global Holdings’ 6.875% Debentures due 2007, $371.0 million aggregate principal amount of 10.875% Senior Notes due 2008, $374.1 million aggregate principal amount of 11.250% Senior Notes due 2011, $396.1 million aggregate principal amount of 10.875% Senior Notes due 2013, and $145.8 million aggregate principal amount of Phosphate Acquisition Partners L.P.’s 7% Senior Notes due 2008. After giving effect to the purchases of the Existing Notes, approximately $26.0 million aggregate principal amount of Mosaic Global Holdings’ 6.875% debentures due 2007, $23.9 million aggregate principal amount of 10.875% senior notes due 2008, $29.4 million aggregate principal amount of 11.250% senior notes due 2011, $3.5 million aggregate principal amount of 10.875% senior notes due 2013 and $4.2 million aggregate principal amount of Phosphate Acquisition Partners L.P.’s 7% senior notes due 2008 remained outstanding. In connection with the closing of the Refinancing, the indentures pursuant to which the Existing Notes were issued were amended to remove substantially all of their restrictive covenants, including restrictions limiting the payment of dividends by Mosaic Global Holdings to Mosaic.

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New Senior Notes

The indenture relating to the New Senior Notes limited the ability of the Company to make restricted payments, which includes investments, guarantees, and dividends on and redemptions or repurchases of our capital stock. The indenture also contained other covenants and events of default that limited various matters or required the Company to take various actions under specified circumstances. In June 2008, two of three credit rating agencies, Fitch Inc. and Standard and Poor’s Ratings Services, that rate the New Senior Notes upgraded their ratings of the New Senior Notes and other unsecured debt to investment grade status.³ As a result, pursuant to the terms of the indenture, most of the restrictive covenants relating to the New Senior Notes have fallen away. Certain restrictive covenants of the New Senior Notes continue to apply, including restrictive covenants limiting liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets as well as the events of default.

The obligations under the New Senior Notes are guaranteed by substantially all of Mosaic’s domestic operating subsidiaries, Mosaic’s subsidiaries that own and operate the Company’s potash mines at Belle Plaine and Colonsay, Saskatchewan, Canada, and intermediate holding companies through which Mosaic owns the guarantors.

Mosaic entered into registration agreements with the initial purchasers of the New Senior Notes in connection with their issue and sale to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), and to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Senior Notes were not registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Pursuant to amendments to Rule 144 adopted by the SEC effective February 15, 2008, the sale (other than by affiliates of Mosaic) of the New Senior Notes became eligible for an exemption from registration under the Securities Act effective February 15, 2008. Upon effectiveness of these rule amendments, Mosaic’s registration obligations with respect to the New Senior Notes expired. In addition, because of these rule amendments Mosaic’s obligation to pay increased interest at an additional rate of 0.25% per annum for the period beginning December 2, 2007 that arose because Mosaic had not satisfied the requirements of the registration rights agreements expired on February 14, 2008.

Amended and Restated Credit Facilities

The amended and restated credit facilities are intended to serve as our primary senior secured bank credit facilities to meet the combined liquidity needs of all of our business segments. After the Refinancing, the credit facilities under the Restated Credit Agreement consisted of a revolving credit facility of up to $450.0 million available for revolving credit loans, swingline loans and letters of credit, a term loan A facility of $45.8 million, a term loan A-1 facility of $400.0 million and a term loan B facility of $612.0 million. From May 1, 2007 to December 31, 2007, we prepaid $1.0 billion aggregate principal amount of term loans under our senior secured bank credit facility. After the above prepayments, the outstanding term loans under the Restated Credit Agreement were reduced to $2.2 million principal amount of term loan A borrowings, $19.2 million principal amount of term loan A-1 borrowings, and $29.6 million principal amount of term loan B borrowings.

Borrowings under the revolving credit facility, the term loan A facility and the term loan A-1 facility bear interest at LIBOR plus 1.50%, and borrowings under the term loan B facility bear interest at LIBOR plus 1.75%. Commitment fees accrue at a rate of 0.375% on unused amounts under the revolving credit facility.

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³ A security rating is not a recommendation to buy, sell or hold securities. Although a security rating may be subject to revision or withdrawal at any time by the assigning rating organization, any such revision or withdrawal would not affect the fall-away of the covenants relating to the New Senior Notes. Each rating should be evaluated separately from any other rating.

The Restated Credit Agreement requires us to maintain certain financial ratios, including a leverage ratio and an interest coverage ratio. It also contains other covenants and events of default that limit various matters or require us to take various actions under specified circumstances, including a limitation on our ability to pay dividends on, redeem or repurchase our capital stock. In May 2008, the Restated Credit Agreement was further amended to, among other things, eliminate a restriction on capital and certain other expenditures and to increase the permissible amount of borrowings by our foreign subsidiaries.

The obligations under the Restated Credit Agreement are guaranteed by substantially all of our domestic operating subsidiaries, our subsidiaries that own and operate our potash mines at Belle Plaine and Colonsay, Saskatchewan, Canada, and intermediate holding companies through which we own the guarantors. The obligations are secured by security interests in, mortgages on and/or pledges of (i) the equity interests in the guarantors and in domestic subsidiaries held directly by Mosaic and the guarantors under the Restated Credit Agreement; (ii) 65% of the equity interests in other foreign subsidiaries held directly by Mosaic and such guarantors; (iii) intercompany borrowings by subsidiaries that are held by Mosaic and such guarantors; (iv) the Belle Plaine and Colonsay, Saskatchewan, Canada and Hersey, Michigan potash mines and the Riverview, Florida phosphate plant owned by us; and (v) all of the inventory and receivables of Mosaic and such guarantors.

The maturity date of the revolving credit facility is February 18, 2010, the maturity date of the term loan A facility is February 19, 2010, the maturity date of the term loan A-1 facility is December 1, 2011 and the maturity date of the term loan B facility is December 1, 2013. Prior to maturity, in general, the applicable borrower is obligated to make quarterly amortization payments of $0.1 million with respect to the term loan A facility, $0.2 million with respect to the term loan A-1 facility, and $0.1 million with respect to the term loan B facility commencing December 31, 2008. In addition, if Mosaic’s leverage ratio as defined under the Restated Credit Agreement is more than 3.50 to 1.00 as of the end of any fiscal year, borrowings must be repaid from 50% of excess cash flow for such fiscal year.

Short-Term Debt

Short-term debt consists of the revolving credit facility under the Restated Credit Agreement, a receivables financing facility, and various other short-term borrowings related to our Offshore business. Short-term borrowings were $133.1 million and $138.6 million as of May 31, 2008 and May 31, 2007, respectively. The weighted average interest rates on short-term borrowings were 5.5% and 6.6% as of May 31, 2008 and May 31, 2007, respectively.

We had no outstanding borrowings under the revolving credit facility as of either May 31, 2008 or May 31, 2007. We had outstanding letters of credit that utilized a portion of the revolving credit facility of $41.2 million and $102.7 million as of May 31, 2008 and May 31, 2007, respectively. The net available borrowings under the revolving credit facility as of May 31, 2008 and May 31, 2007 were approximately $408.8 million and $347.3 million, respectively. Unused commitment fees of $1.5 million and $1.1 million were expensed during fiscal 2008 and 2007, respectively. Borrowings under the revolving credit facility bear interest at LIBOR plus 1.5%.

On November 30, 2007, PhosChem entered into a revolving line of credit providing for borrowings of up to $55.0 million through November 29, 2009 to fund its working capital (including receivables). The revolving line of credit supports PhosChem’s funding of its purchases of crop nutrients from us and the other PhosChem member and is with recourse to PhosChem but not to us. The line of credit is secured by PhosChem’s accounts receivable, inventories, deposit accounts and certain other assets. Outstanding borrowings under the line of credit bear interest at the Prime Rate minus 1.0% or LIBOR plus 0.7%, at PhosChem’s election. PhosChem had $38.4 million outstanding under the revolving line of credit as of May 31, 2008. The revolving line of credit replaced a prior $55.0 million receivables purchase facility, which PhosChem terminated in connection with entering into the new line of credit. The outstanding principal under the terminated receivables purchase facility was $28.0 million at May 31, 2007 and is included in short-term borrowings.

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The remainder of the short-term borrowings balance consisted of lines of credit relating to our Offshore segment and other short-term borrowings. As of May 31, 2008, these borrowings bear interest rates between 3.8% and 9.6%, respectively. As of May 31, 2008 and May 31, 2007, $94.7 million and $110.6 million, respectively, were outstanding.

Long-Term Debt, including Current Maturities

Long-term debt primarily consists of term loans, industrial revenue bonds, secured notes, unsecured notes, and unsecured debentures. Long-term debt as of May 31, 2008 and 2007, respectively, consisted of the following:

(in millions)	May 31, 2008 Stated Interest Rate	May 31, 2008 Effective Interest Rate	May 31, 2008 Stated Value		Combination Fair Market Value Adjustment		May 31, 2008 Carrying Value		May 31, 2007 Stated Value		Combination Fair Market Value Adjustment		May 31, 2007 Carrying Value
Term loans	LIBOR + 1.5% - 1.75%	4.10%	$	51.0	$	0.3	$	51.3	$	801.0	$	6.3	$	807.3
Industrial revenue bonds	5.5% and 7.7%	6.64%		40.9		1.2		42.1		40.9		1.2		42.1
Other secured notes	5.6% - 10.75%	7.57%		30.0		-		30.0		38.4		0.1		38.5
Unsecured notes	7.375% - 10.875%	7.38%		978.1		2.7		980.8		983.4		4.5		987.9
Unsecured debentures	7.3% - 9.45%	7.15%		258.5		5.7		264.2		284.5		6.2		290.7
Capital leases and other	4.0% - 9.93%	6.91%		48.9		-		48.9		53.5		-		53.5
Total long-term debt				1,407.4		9.9		1,417.3		2,201.7		18.3		2,220.0
Less current portion				42.4		0.9		43.3		397.9		5.9		403.8
Total long-term debt, less current maturities			$	1,365.0	$	9.0	$	1,374.0	$	1,803.8	$	12.4	$	1,816.2

As of May 31, 2008 and May 31, 2007, we had $51.3 million and $807.3 million, respectively, outstanding under the term loan facilities that are part of our senior secured credit facility. As of May 31, 2008, the term loan facilities bear interest at LIBOR plus 1.50%-1.75%.

As more fully discussed above, the Restated Credit Agreement requires us to maintain certain financial ratios, including a leverage ratio and an interest coverage ratio. We were in compliance with the provisions of the financial covenants in the Restated Credit Agreement as of May 31, 2008.

We have two industrial revenue bonds which total $42.1 million as of May 31, 2008 and May 31, 2007. As of May 31, 2008, the industrial revenue bonds bear interest rates at 5.5% and 7.7%. The maturity dates are 2009 and 2022.

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We have several other secured notes which total $30.0 million and $38.5 million as of May 31, 2008 and May 31, 2007, respectively. As of May 31, 2008, the secured notes bear interest rates between 5.6% and 10.75%. The maturity dates range from 2008 to 2013.

We have several unsecured notes which total $980.8 million and $987.9 million as of May 31, 2008 and May 31, 2007, respectively. This includes the New Senior Notes issued as part of the Refinancing described above. As of May 31, 2008, the unsecured notes bear interest rates between 7.375% and 10.875%. The maturity dates range from 2008 to 2016.

We have several unsecured debentures which total $264.2 million and $290.7 million as of May 31, 2008 and May 31, 2007, respectively. As of May 31, 2008, the unsecured debentures bear interest rates between 7.3% and 9.45%. The maturity dates range from 2011 to 2028.

The remainder of the long-term debt balance relates to capital leases and fixed asset financings, variable rates loans, and other types of debt. As of May 31, 2008 and May 31, 2007, $48.9 million and $53.5 million, respectively, were outstanding.

As of May 31, 2008, we had at least $664.7 million available for the payment of cash dividends with respect to our common stock under the covenants limiting the payment of dividends in the Restated Credit Agreement. In addition, as of May 31, 2008, the indenture relating to the New Senior Notes included a covenant that limited restricted payments, including the payment of cash dividends with respect to our common stock. The covenant in the indenture that limited dividends was one of those that fell away as a result of the upgrades of the ratings on the New Senior Notes described above.

Scheduled maturities of long-term debt are as follows for the periods ending May 31:

(in millions)
2009	$	42.4
2010		33.4
2011		17.7
2012		63.8
2013		1.2
Thereafter		1,248.9
Total	$	1,407.4

13. VARIABLE INTEREST ENTITIES

In the normal course of business we interact with various entities that may be variable interest entities (VIEs). Typical types of these entities are suppliers, customers, marketers, and real estate companies.

We have identified PhosChem, South Fort Meade General Partner, LLC (“SFMGP”) and South Fort Meade Partnership, L.P. (“SFMP”) as VIEs in which we are the primary beneficiary. Therefore, in accordance with FIN 46R, we consolidate these VIEs. Also, we did not identify any additional VIEs in which we hold a significant interest.

Generally, PhosChem markets our Phosphate products internationally. PhosChem had net sales of $2.8 billion and $1.6 billion for the years ended May 31, 2008 and 2007, respectively, which are included in our consolidated net sales. PhosChem funds its operations in part through a revolving line of credit, under which the outstanding borrowings were $38.4 million as of May 31, 2008. The line of credit is secured by PhosChem’s accounts receivable, inventories, deposit accounts and certain other assets. The revolving line of credit replaced a prior receivables purchase facility, which PhosChem terminated in connection with entering into the new line of credit. The outstanding principal under the terminated receivables purchase facility was $28.0 million at May 31, 2007,

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which represented the amount of trade receivables sold by PhosChem under this financing facility. These amounts are included in our Consolidated Balance Sheets as of May 31, 2008 and 2007.

SFMP and SFMGP own the mineable acres at our South Fort Meade phosphate mine. SFMP and SFMGP had no external sales in fiscal 2008 and 2007. As of May 31, 2008 and 2007, SFMP and SFMGP had $70.1 million and $77.1 million of total assets, respectively, and $23.0 million and $30.3 million of total debt, respectively. These amounts are included in our Consolidated Balance Sheets as of May 31, 2008 and 2007.

14. INCOME TAXES

The provision for income taxes for the years ended May 31 consisted of the following:

(in millions)	2008			2007			2006
Current:
Federal	$	328.9		$	2.2		$	-
State		41.2			5.8			1.9
Non-U.S.		204.1			68.7			93.8
Total Current		574.2			76.7			95.7
Deferred:
Federal		210.5			47.9			4.8
State		33.4			4.5			1.2
Non-U.S.		(103.2	)		(5.7	)		(96.4	)
Total Deferred		140.7			46.7			(90.4	)
Provision for income taxes	$	714.9		$	123.4		$	5.3

The components of earnings (loss) from consolidated companies before income taxes, and the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

(in millions)	2008			2007			2006
United States earnings (loss)	$	2,059.9		$	192.0		$	(308.3	)
Non-U.S. earnings		622.5			313.7			148.2
Earnings (loss) from consolidated companies before income taxes	$	2,682.4		$	505.7		$	(160.1	)
Computed tax at the federal statutory rate of 35%		35.0%			35.0%			(35.0%	)
State and local income taxes, net of federal income tax benefit		1.9%			1.6%			(3.8%	)
Percentage depletion in excess of basis		(4.9%	)		(7.4%	)		(14.3%	)
Prior year foreign tax credit		(2.3%	)		-			-
Non-U.S. income and withholding taxes		2.0%			10.3%			36.5%
Impact of change in Canadian tax rates		(1.3%	)		(9.1%	)		(50.6%	)
Change in valuation allowance		(2.3%	)		(6.5%	)		70.5%
Other items (none in excess of 5% of computed tax)		(1.4%	)		0.5%			-

Increased U.S. profits resulted in our ability to claim foreign tax credits, which included a one time benefit of $62.2 million.

During fiscal 2008, 2007, and 2006, the Canadian government approved legislation to reduce the Canadian federal corporate tax rate. The impact of this law change reduced the deferred tax liabilities and resulted in fiscal 2008, 2007, and 2006 earnings benefits of $34.0 million, $46.0 million, and $81.0 million, respectively, net of the impact of a reduced foreign tax credit in the U.S.

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We have no present intention of remitting undistributed earnings of foreign subsidiaries aggregating $1.1 billion and $630 million as of May 31, 2008 and 2007, respectively, and accordingly, no deferred tax liability has been established relative to these earnings. The calculation of the unrecognized deferred tax liability related to these earnings is complex and is not practicable. If earnings were distributed, we would be subject to U.S. taxes and withholding taxes payable to various non-U.S. governments. Based upon the facts and circumstances at that time, we would determine whether a credit for non-U.S. taxes already paid would be available to reduce the U.S. tax liability.

Significant components of our deferred tax liabilities and assets as of May 31 were as follows:

(in millions)	2008			2007			2006
Deferred tax liabilities:
Depreciation and amortization	$	(378.2	)	$	(310.2	)	$	(357.9	)
Depletion		(508.7	)		(632.0	)		(620.2	)
Partnership tax bases differences		(98.6	)		(133.7	)		(106.5	)
Other liabilities		(111.9	)		(1.9	)		(14.3	)
Total deferred tax liabilities	$	(1,097.4	)	$	(1,077.8	)	$	(1,098.9	)
Deferred tax assets:
Alternative minimum tax credit carryforwards	$	125.6		$	111.7		$	110.3
Capital loss carryforwards		6.5			14.4			18.0
Foreign tax credit carryforwards		115.7			-			-
Long-term debt		-			8.3			80.3
Net operating loss carryforwards		27.1			197.5			259.0
Post-retirement and post-employment benefits		64.6			75.6			96.2
Reclamation and decommissioning accruals		189.8			180.2			157.2
Other assets		290.7			171.7			251.8
Subtotal		820.0			759.4			972.8
Valuation allowance		(6.6	)		(316.6	)		(498.4	)
Net deferred tax assets		813.4			442.8			474.4
Net deferred tax liabilities	$	(284.0	)	$	(635.0	)	$	(624.5	)

We have certain Canadian entities that are taxed in both Canada and the U.S. As a result, we have deferred tax balances for both jurisdictions. As of fiscal 2008, these deferred taxes are offset by approximately $242.0 million of foreign tax credits included within our depreciation and depletion components of deferred tax liabilities.

During 2008, we revised our deferred taxes to reflect our ability to claim foreign tax credits, which resulted in an adjustment to goodwill.

As of May 31, 2008, we had estimated carryforwards for tax purposes as follows: alternative minimum tax credits of $125.6 million, net operating losses of $53.5 million, capital losses of approximately $23 million, and foreign tax credits of $115.7 million.

The alternative minimum tax credit carryforwards can be carried forward indefinitely. The net operating loss carryforwards relate to Brazil and can be carried forward indefinitely but are limited to 30 percent of taxable income each year. The majority of foreign tax credits have expiration dates ranging from fiscal 2010 through fiscal 2017.

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The majority of these carryforward benefits may be subject to limitations imposed by the Internal Revenue Code and in certain cases provisions of foreign law. A nominal valuation allowance remains on a small portion of these carryforward benefits. In determining whether it was necessary to record a valuation allowance against these carryforward benefits, we undertook an analysis, taking into consideration available objective evidence, both positive and negative, to determine whether it was more likely than not that we would be able to realize a tax benefit from these carryforwards and deferred tax assets. Our analysis included an evaluation of reversing taxable temporary differences, projected future taxable income, and tax planning strategies, which demonstrated that the carryforward benefit and deferred tax assets were more likely than not to be realized. We will continue to analyze the need for a valuation allowance against these carryforward and deferred tax assets.

Reduction of Valuation Allowance

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In making this assessment, we consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.

Prior to fiscal 2008, we provided a valuation allowance for a portion of our U.S. deferred tax assets and certain non-U.S. deferred tax assets. During the three months ended August 31, 2007, we determined that it was more likely than not that we would realize the benefits of the U.S. deferred tax assets related to NOL carryforwards, alternative minimum tax (“AMT”) credit carryforwards and other deductible temporary differences for which a U.S. valuation allowance had been recorded. Accordingly, of the approximately $250.1 million U.S. valuation allowance at May 31, 2007, approximately $213.6 million has been reversed as a reduction to goodwill and $31.0 million has been reversed as a reduction to tax expense during fiscal 2008. In accordance with EITF Issue No. 93-7, “Uncertainties Related to Income Taxes in Business Combinations”, the recognition of $213.6 million as a reduction to goodwill is required as those benefits arose from the Combination.

During the fourth quarter of fiscal 2008, we determined that our valuation allowance against certain non-U.S. deferred tax assets recorded in prior fiscal years was not required. A reduction of the majority of non-U.S. valuation allowance of approximately $30.0 million was recorded as a reduction to income tax expense. We no longer carry a valuation allowance of $5.5 million against U.S. capital loss carryforwards as the capital losses expired at the end of fiscal 2008.

Adoption of FIN 48

Effective June 1, 2007, we adopted the provisions of FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken in a tax return. Under FIN 48, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on subsequent derecognition of tax positions, financial statement classification, recognition of interest and penalties, accounting in interim periods and disclosure and transition rules. The adoption of FIN 48 did not have a material impact on our financial condition, results of operations or cash flows.

The adoption of FIN 48 resulted in the reclassification from other tax accounts of a $169.6 million liability, including interest and penalties that is included in other noncurrent liabilities at June 1, 2007.

As of June 1, 2007, we had $192.8 million of unrecognized tax benefits. As of June 1, 2007, if recognized, $12.7 million would have an impact on our effective tax rate, whereas $7.6 million would result in adjustment to

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non-goodwill balance sheet accounts. As of May 31, 2008, we had $195.3 million of unrecognized tax benefits. As of May 31, 2008, if recognized, $7.8 million would have an impact on our effective tax rate, whereas $9.3 million would result in adjustment to non-goodwill balance sheet accounts. Included in the balance of unrecognized tax benefits at June 1, 2007 and May 31, 2008 are $141.4 million and $117.9 million, respectively, of tax benefits that under current U.S. GAAP, if recognized, would result in a decrease to goodwill recorded as a result of the Combination in accordance with Emerging Issues Task Force Issue No. 93-7, “Uncertainties Related to Income Taxes in a Business Combination”. It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however the change cannot reasonably be estimated.

(in millions)	2008
Unrecognized tax benefits:
Balance at June 1, 2007	$	192.8
Decreases for positions taken in prior years		(33.6	)
Currency translation		5.0
Increases for positions taken in prior years		17.4
Increases for positions related to current year		22.9
Lapsing of statutes of limitations		(9.2	)
Balance at May 31, 2008	$	195.3

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. This policy did not change as a result of the adoption of FIN 48. Interest and penalties accrued in our Consolidated Balance Sheet at June 1, 2007 and May 31, 2008 are $15.9 million and $25.4 million, respectively, and are included in other noncurrent liabilities in the Consolidated Balance Sheet. For fiscal 2008, we recognized interest and penalties expense of $8.1 million in our Consolidated Statements of Operations.

We operate in multiple tax jurisdictions, both within the United States and outside the United States, and face audits from various tax authorities regarding transfer pricing, deductibility of certain expenses, and intercompany transactions, as well as other matters. With few exceptions, we are no longer subject to examination for tax years prior to 2001.

We are currently under audit by the Internal Revenue Service for the fiscal years 2004 to 2006 and Canadian Revenue Agency for the fiscal years 2001 to 2002. Based on the information available at May 31, 2008, we do not anticipate significant additional changes to our unrecognized tax benefits as a result of these examinations.

15. ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

We account for AROs in accordance with SFAS 143. Our legal obligations related to asset retirement require us to: (i) reclaim lands disturbed by mining as a condition to receive permits to mine phosphate ore reserves; (ii) treat low pH process water in phosphogypsum management systems to neutralize acidity; (iii) close phosphogypsum management systems at our Florida and Louisiana facilities at the end of their useful lives; (iv) remediate certain other conditional obligations; and (v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as necessary, and monitor for three years after closing our Carlsbad, New Mexico facility. The estimated liability for these legal obligations is based on the estimated cost to satisfy the above obligations which is discounted using a credit-adjusted risk-free rate.

In fiscal 2008 and 2007, we recognized a restructuring loss of $18.2 million and a restructuring gain of $4.1 million, respectively, related to revisions in estimated cash flows for the indefinite closure of our Fort Green phosphate mine and our Green Bay and South Pierce concentrates plants in central Florida (“Phosphates

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Restructuring”). As the related asset no longer has an estimated useful life and as a result was impaired, the amounts were recorded in restructuring expense in fiscal 2008 and 2007. For further discussion on the indefinitely closed facilities refer to Note 22.

A reconciliation of our AROs is as follows:

	May 31
(in millions)	2008			2007
Asset retirement obligations, beginning of year	$	541.5		$	548.2
Liabilities incurred		39.8			24.0
Liabilities settled		(81.8	)		(70.3	)
Accretion expense		26.5			28.2
Revisions in estimated cash flows for operating facilities		(28.6	)		15.5
Revisions in estimated cash flows for restructured facilities		18.2			(4.1	)
Asset retirement obligations, end of year		515.6			541.5
Less current portion		85.1			77.6
	$	430.5		$	463.9

We also have unrecorded ARO that are conditional upon a certain event. These ARO generally include the removal and disposition of non-friable asbestos. The most recent estimate of the aggregate cost of these ARO, expressed in 2008 dollars, is approximately $19 million. We have not recorded a liability for these conditional ARO at May 31, 2008 because we do not currently believe there is a reasonable basis for estimating a date or range of dates for demolition of these facilities. In reaching this conclusion, we considered the historical performance of each facility and have taken into account factors such as planned maintenance, asset replacements and upgrades which, if conducted as in the past, can extend the physical lives of our facilities indefinitely. We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

16. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to the impact of fluctuations in the relative value of currencies, the impact of fluctuations in the purchase price of natural gas, ammonia and sulfur consumed in operations, changes in freight costs, as well as changes in the market value of our financial instruments. We periodically enter into derivatives in order to mitigate our foreign currency risks and the effects of changing commodity and freight prices, but not for speculative purposes.

We use financial instruments, including forward contracts, zero-cost collars and futures, which typically expire within one year, to reduce the impact of foreign currency exchange risk in the Consolidated Statements of Operations. One of the primary currency exposures relates to several of our Canadian entities, whose sales are denominated in U.S. dollars, but whose costs are paid principally in Canadian dollars, which is their functional currency. Our Canadian businesses monitor their foreign currency risk by estimating their forecasted transactions and measuring their balance sheet exposure in U.S. dollars and Canadian dollars. We hedge certain of these risks through forward contracts and zero-cost collars. Our international distribution and production operations monitor their foreign currency risk by assessing their balance sheet and forecasted exposures. Our Brazilian operations enter into foreign currency futures traded on the Futures and Commodities Exchange—Brazil Mercantile and Futures Exchange—and also enter into non deliverable forward contracts to hedge foreign currency risk. Our other foreign locations also use forward contracts to reduce foreign currency risk.

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We use forward purchase contracts, forward freight agreements, swaps and zero-cost collars to reduce the risk related to significant price changes in our inputs and product prices. The use of these financial instruments modifies the exposure of these risks with the intent to reduce our risk and variability.

Our foreign currency exchange contracts, commodities contracts and certain freight contracts do not qualify for hedge accounting under SFAS 133; therefore, unrealized gains and losses are recorded in the Consolidated Statements of Operations. Unrealized gains and losses on foreign currency exchange contracts related to commodities contracts and certain forward freight agreements are recorded in cost of goods sold in the Consolidated Statements of Operations. Unrealized gains or losses used to hedge changes in our financial position are included in the foreign currency transaction loss line on the Consolidated Statements of Operations. Below is a table that shows our derivative unrealized gains (losses) related to foreign currency exchange contracts, commodities contracts, and freight contracts:

	Years ended May 31
(in millions)	2008			2007
Foreign currency exchange contracts included in cost of goods sold	$	(12.6	)	$	(3.0	)
Commodities contracts included in cost of goods sold		36.9			14.2
Ocean freight contracts included in cost of goods sold		6.6			2.3
Foreign currency exchange contracts included in foreign currency transaction gain (loss)		(5.9	)		6.7

17. GUARANTEES AND INDEMNITIES

We enter into various contracts that include indemnification and guarantee provisions as a routine part of our business activities. Examples of these contracts include asset purchase and sale agreements, surety bonds, financial assurances to regulatory agencies in connection with reclamation and closure obligations, commodity sale and purchase agreements, and other types of contractual agreements with vendors and other third parties. These agreements indemnify counterparties for matters such as reclamation and closure obligations, tax liabilities, environmental liabilities, litigation and other matters, as well as breaches by Mosaic of representations, warranties and covenants set forth in these agreements. In many cases, we are essentially guaranteeing our own performance, in which case the guarantees do not fall within the scope of FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.”

Material guarantees and indemnities within the scope of FIN 45 are as follows:

Guarantees to Brazilian Financial Parties. From time to time, we issue guarantees to financial parties in Brazil for certain amounts owed the institutions by certain customers of Mosaic. The guarantees are for all or part of the customers’ obligations. In the event that the customers default on their payments to the institutions and we would be required to perform under the guarantees, we have in most instances obtained collateral from the customers. The guarantees generally have a one-year term, but may extend up to two years or longer depending on the crop cycle, and we expect to renew many of these guarantees on a rolling twelve-month basis. As of May 31, 2008, we have estimated the maximum potential future payment under the guarantees to be $63.4 million. The fair value of these guarantees is immaterial to the Consolidated Financial Statements at May 31, 2008 and May 31, 2007.

Other Indemnities. Our maximum potential exposure under other indemnification arrangements can range from a specified dollar amount to an unlimited amount, depending on the nature of the transaction. Total maximum potential exposure under these indemnification arrangements is not estimable due to uncertainty as to whether claims will be made or how they will be resolved. We do not believe that we will be required to make any material payments under these indemnity provisions.

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Because many of the guarantees and indemnities we issue to third parties do not limit the amount or duration of our obligations to perform under them, there exists a risk that we may have obligations in excess of the amounts described above. For those guarantees and indemnities that do not limit our liability exposure, we may not be able to estimate what our liability would be until a claim is made for payment or performance due to the contingent nature of these arrangements.

18. PENSION PLANS AND OTHER BENEFITS

We sponsor pension and postretirement benefits through a variety of plans including defined benefit plans, defined contribution plans, and post-retirement benefit plans. In addition, we are a participating employer in Cargill’s defined benefit pension plans. We reserve the right to amend, modify, or terminate the Mosaic sponsored plans at any time, subject to provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), prior agreements and our collective bargaining agreements.

In accordance with the merger and contribution agreement (“Merger and Contribution Agreement”) related to the Combination, pension and other postretirement benefit liabilities for certain of the former CCN employees were not transferred to us. Prior to the Combination, Cargill was the sponsor of the benefit plans for CCN employees and therefore, no assets or liabilities were transferred to us. These former CCN employees remain eligible for pension and other postretirement benefits under Cargill’s plans. Cargill incurs the associated costs and charges them to us. The amount that Cargill may charge to us for such pension costs may not exceed $2.0 million per year or $19.2 million in the aggregate. As of May 31, 2008, the aggregate amount remaining under this agreement is $11.2 million. This cap does not apply to the costs associated with certain active union participants who continue to earn service credit under Cargill’s pension plan.

Costs charged to us for the former CCN employees’ pension expense were $2.6 million, $3.6 million and $3.3 million for fiscal 2008, 2007 and 2006, respectively.

There are several defined benefit plans for international employees that are covered by Cargill. The liabilities from these plans are not material to the Consolidated Financial Statements. We also provide defined contribution plans in various countries where we are liable for the employer match. Costs related to these plans were $1.0 million, $0.8 million and $0.7 million for fiscal 2008, 2007 and 2006, respectively.

Defined Benefit Plans

We sponsor two defined benefit pension plans in the U.S. and four plans in Canada. We assumed these plans from IMC on the date of the Combination. Benefits are based on different combinations of years of service and compensation levels, depending on the plan. The U.S. salaried and non-union hourly plan provides benefits to employees who were IMC employees prior to January 1998. In addition, the plan, as amended, accrues no further benefits for plan participants, effective March 2003. The U.S union pension plan provides benefits to union employees. Certain U.S. union employees were given the option and elected to participate in a defined contribution retirement plan in January 2004, in which case their benefits were frozen under the U.S. union pension plan. Other represented employees with certain unions hired on or after June 2003 are not eligible to participate in the U.S. union pension plan. The Canadian pension plans consist of two plans for salaried and non-union hourly employees, which are closed to new members, and two plans for union employees.

In 2006, it was approved that the U.S. union pension plans and benefit accruals would be frozen effective December 31, 2007 and replaced with a defined contribution retirement plan. We will continue to fund the accumulated benefit obligations existing at December 31, 2007 but will accrue no further benefit obligations under the plan beyond the effective date. We concluded that there was no financial impact of the curtailment.

In fiscal 2006, in connection with the Phosphates Restructuring, we incurred a curtailment on both the pension and post-retirement plans. For the pension plan, the curtailment reduced our projected benefit obligation and

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fiscal 2007 expense by $0.9 million. For the postretirement plan, the curtailment reduced our accumulated projected benefit obligation and fiscal 2007 expense by $0.9 million and $0.7 million, respectively. For further details on the Phosphates Restructuring, refer to Note 22.

Generally, contributions to the U.S. plans are made to meet minimum funding requirements of ERISA, while contributions to Canadian plans are made in accordance with Pension Benefits Acts instituted by the provinces of Saskatchewan and Ontario. Certain employees in the U.S. and Canada, whose pension benefits exceed Internal Revenue Code and Canada Revenue Agency limitations, respectively, are covered by supplementary non-qualified, unfunded pension plans.

Post-Retirement Medical Benefit Plans

We provide certain health care benefit plans for certain retired employees (“Retiree Health Plans”). The Retiree Health Plans may be either contributory or non-contributory and contain certain other cost-sharing features such as deductibles and coinsurance. The Retiree Health Plans are unfunded. Certain employees are not vested and such benefits are subject to change.

The U.S. retiree medical program for certain salaried and non-union retirees age 65 and over was terminated effective January 1, 2004. The retiree medical program for salaried and non-union hourly retirees under age 65 will end at age 65. The retiree medical program for certain active salaried and non-union hourly employees was terminated effective April 1, 2003. Coverage changes and termination of certain post-65 retiree medical benefits also were effective April 1, 2003. We also provide retiree medical benefits to union hourly employees. Pursuant to a collective bargaining agreement, certain represented employees hired after June 2003 are not eligible to participate in the retiree medical program.

Canadian post-retirement medical plans are available to retired salaried employees. Under our Canadian post-retirement medical plans, all Canadian active salaried employees are eligible for coverage upon retirement. There are no retiree medical benefits available for Canadian union hourly employees.

Our U.S. retiree medical program provides a benefit to our U.S. retirees that is at least actuarially equivalent to the benefit provided by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Part D). Because our plan is more generous than Medicare Part D, it is considered at least actuarially equivalent to Medicare Part D and the U.S. government provides a subsidy to the Company.

In fiscal 2006, we adopted FASB Staff Position No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-2”), which addressed the accounting for the federal subsidy. The adoption of FSP 106-2 reduced our accumulated postretirement benefit obligation by $7.6 million and our net periodic postretirement benefit cost by $0.5 million for 2006. The subsidy will in the future also continue to reduce net periodic postretirement benefit cost by adjusting the interest cost, service cost and actuarial gain or loss to reflect the effects of the subsidy.

Accounting for Pension and Postretirement Plans

We used an end of February measurement date for fiscal 2008 and fiscal 2007, respectively, for our pension and postretirement benefit plans. The tables and discussion on the following pages only represent the North American plans as the international plans are immaterial.

Effective for fiscal 2007, we adopted the provisions of SFAS 158 relating to the recognition of the funded status of a plan. The provision of SFAS 158 requiring congruent measurement dates were adopted as of June 1, 2008. See Note 4 for further discussion related to the adoption of SFAS 158.

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The year-end status of the North American plans was as follows:

	Pension Plans						Postretirement Benefit Plans
(in millions)	2008			2007			2008			2007
Change in benefit obligation:
Benefit obligation at beginning of year	$	590.2		$	577.0		$	120.1		$	117.5
Service cost		7.0			6.9			0.9			0.9
Interest cost		32.1			31.5			6.3			6.4
Plan amendments		0.3			-			-			-
Actuarial (gain) loss		(34.3	)		7.3			(10.5	)		4.7
Currency fluctuations		13.9			5.9			0.9			0.4
Curtailment gain		-			(0.9	)		-			(0.9	)
Employee contribution		-			-			0.3			0.4
Benefits paid		(28.7	)		(37.5	)		(9.1	)		(9.3	)
Benefit obligation at end of year	$	580.5		$	590.2		$	108.9		$	120.1
Change in plan assets:
Fair value at beginning of year	$	507.8		$	461.1		$	-		$	-
Currency fluctuations		12.0			5.5			-			-
Actual return		13.4			54.3			-			-
Company contribution		21.9			24.4			8.8			8.9
Employee contribution		-			-			0.3			0.4
Benefits paid		(28.7	)		(37.5	)		(9.1	)		(9.3	)
Fair value at end of year	$	526.4		$	507.8		$	-		$	-
Funded status of the plans at the end of February	$	(54.1	)	$	(82.4	)	$	(108.9	)	$	(120.1	)
Employer contributions in fourth quarter		5.7			4.9			2.2			2.2
Funded status of the plans at May 31,	$	(48.4	)	$	(77.5	)	$	(106.7	)	$	(117.9	)
Amounts recognized in the consolidated balance sheet: balance sheets:
Current liabilities	$	(0.8	)	$	(0.8	)	$	(11.4	)	$	(12.4	)
Noncurrent liabilities		(47.6	)		(76.7	)		(95.3	)		(105.5	)
Amounts recognized in accumulated other comprehensive (income) loss	$	(31.7	)	$	(23.4	)	$	(9.6	)	$	0.8

The accumulated benefit obligation for the defined benefit pension plans was $571.5 million and $583.5 million as of May 31, 2008 and 2007, respectively.

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The components of net annual periodic benefit costs and other amounts recognized in other comprehensive income include the following components:

(in millions)	Pension Plans									Postretirement Benefit Plans
Net Periodic Benefit Cost	2008			2007			2006			2008			2007			2006
Service cost	$	7.0		$	6.9		$	7.1		$	0.9		$	0.9		$	1.2
Interest cost		32.1			31.5			30.3			6.3			6.4			6.3
Expected return on plan assets		(38.7	)		(34.0	)		(31.7	)		-			-			-
Amortization		-			-			-			-			(0.1	)		-
Net periodic cost		0.4			4.4			5.7			7.2			7.2			7.5
Curtailment gain		-			(0.9	)		-			-			(0.7	)		-
Net periodic benefit cost	$	0.4		$	3.5		$	5.7		$	7.2		$	6.5		$	7.5
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net actuarial (gain) loss recognized in other comprehensive income	$	(8.8	)	$	-		$	-		$	(10.5	)	$	-		$	-
Total recognized in net periodic benefit cost and other comprehensive income	$	(8.4	)	$	3.5		$	5.7		$	(3.3	)	$	6.5		$	7.5

The estimated net actuarial gain for the pension plans and postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over fiscal 2009 is $1.7 million and $0.1 million, respectively.

The following benefit payments, which reflect estimated future service, are expected to be paid by the related plans in the fiscal years ending May 31:

(in millions)	Pension Plans Benefit Payments		Other Postretirement Plans Benefit Payments		Medicare Part D Adjustments
2009	$	28.2	$	11.4	$	(0.8	)
2010		31.1		11.8		(0.8	)
2011		33.0		12.1		(0.8	)
2012		35.3		11.9		(0.8	)
2013		36.7		11.2		(0.7	)
2014-2018		210.6		45.1		(2.8	)

In fiscal 2009, we need to contribute cash of at least $20.3 million to the pension plan to meet minimum funding requirements. Also in fiscal 2009, we anticipate contributing cash of $11.4 million to the post-retirement medical benefit plan to fund anticipated benefit payments.

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Our pension plan weighted-average asset allocations at May 31, 2008 and 2007 and the target by asset category are as follows:

		Plan Assets as of May 31
	Target	2008	2007
Asset Category
Equity securities	70%	71%	75%
Debt securities	27%	24%	21%
Real estate	3%	4%	3%
Other	0%	1%	1%
Total	100%	100%	100%

The investment objectives for the pension plans’ assets are as follows: (i) achieve a nominal annualized rate of return equal to or greater than the actuarially assumed investment return over ten to twenty-year periods; (ii) achieve an annualized rate of return of the Consumer Price Index plus 5% over ten to twenty-year periods; (iii) realize annual, three and five-year annualized rates of return consistent with or in excess of specific respective market benchmarks at the individual asset class level; and (iv) achieve an overall return on the pension plans’ assets consistent with or in excess of the total fund benchmark, which is a hybrid benchmark customized to reflect the trusts’ asset allocation and performance objectives. The U.S. pension plans’ benchmark is currently comprised of the following indices and their respective weightings: 36% S&P 500, 9% Russell 2500, 5% equally weighted blend of Cambridge Venture and Private Equity indices, 15% MSCI World ex-US, 5% MSCI EMF, 20% LB Aggregate, 5% SB Inflation Linked and 5% NCREIF Property. The Canadian pension plans’ benchmark is currently comprised of the following indices and their respective weightings: 17% S&P/TSX 300, 5% equally weighted blend of Nesbitt Burns and S&P/TSX Small Cap indices, 24% S&P 500, 9% equally weighted blend of Cambridge Venture and Private Equity indices, 8% MSCI World ex-US, 7% MSCI EMF and 30% Scotia Capital Bond Index.

The investment structure has an overall commitment to equity securities of approximately 70% that is intended to provide the desired risk/return trade-off and, over the long-term, the level of returns sufficient to achieve the Company’s investment goals and objectives for the pension plans’ assets while covering near term cash flow obligations with fixed income in order to protect the pension plans from a forced liquidation of equities at the bottom of a cycle.

The approach used to develop the discount rate for the pension and post-retirement plans is commonly referred to as the yield curve approach. A hypothetical yield curve using the top yielding quartile of available high quality bonds is matched against the projected benefit payment stream. Each cash flow of the projected benefit payment stream is discounted back using the respective interest rate on the yield curve. Using the present value of projected benefit payments a weighted-average discount rate is derived.

The approach used to develop the expected long-term rate of return on plan assets combines an analysis of historical performance, the drivers of investment performance by asset class, and current economic fundamentals. For returns, we utilized a building block approach starting with inflation expectations and added an expected real return to arrive at a long-term nominal expected return for each asset class. Long-term expected real returns are derived in the context of future expectations of the U.S. Treasury real yield curve.

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Weighted-average assumptions used to determine benefit obligations were as follows:

	Pension Plans			Postretirement Benefit Plans
	2008	2007	2006	2008	2007	2006
Discount rate	6.26%	5.48%	5.58%	5.87%	5.51%	5.70%
Expected return on plan assets	7.78%	7.79%	7.67%	-	-	-
Rate of compensation increase	3.50%	3.50%	3.50%	-	-	-

Weighted-average assumptions used to determine net benefit cost were as follows:

	Pension Plans						Postretirement Benefit Plans
	2008		2007		2006		2008		2007		2006
Discount rate	5.48	%	5.58	%	5.75	%	5.51	%	5.70	%	5.75	%
Expected return on plan assets	7.79	%	7.67	%	7.86	%	-		-		-
Rate of compensation increase	3.50	%	3.50	%	3.75	%	-		-		-

Assumed health care trend rates used to measure the expected cost of benefits covered by the plans were as follows:

	2008	2007	2006
Health care cost trend rate assumption for the next fiscal year	9.25%	9.25%	9.25%
Rate to which the cost trend is assumed to decline (the ultimate trend rate)	5.50%	5.50%	5.50%
Fiscal year that the rate reaches the ultimate trend rate	2013	2012	2011

Assumed health care cost trend rates have an effect on the amounts reported. For the health care plans a one-percentage-point change in the assumed health care cost trend rate would have the following effect:

	2008					2007					2006
(in millions)	One Percentage Point Increase		One Percentage Point Decrease			One Percentage Point Increase		One Percentage Point Decrease			One Percentage Point Increase		One Percentage Point Decrease
Total service and interest cost	$	0.2	$	(0.2	)	$	0.2	$	(0.2	)	$	0.2	$	(0.2	)
Postretirement benefit obligation		1.4		(1.2	)		3.4		(3.1	)		3.2		(3.0	)

Defined Contribution Plans

We assumed the IMC defined contribution plans following the Combination. Effective January 1, 2005, the IMC Global Inc. Profit Sharing and Savings Plan was renamed the Mosaic Investment Plan (“Investment Plan”). The Investment Plan permits eligible salaried and nonunion hourly employees to defer a portion of their compensation through payroll deductions and provides matching contributions. In fiscal 2008 and 2007, we matched 100% of the first 3% of the participant’s contributed pay plus 50% of the next 3% of the participant’s contributed pay to the Investment Plan, subject to Internal Revenue Service limits. Participant contributions, matching contributions, and the related earnings immediately vest. The Investment Plan also provides an annual non-elective employer contribution feature for eligible salaried and non-union hourly employees based on the employee’s age and eligible pay. In accordance with plan amendments effective January 1, 2007 participants are

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generally vested in the non-elective employer contributions after three years of service. Prior to January 1, 2007 vesting schedules in the non-elective employer contributions were generally over five years of service. In addition, a discretionary feature of the plan allows the Company to make additional contributions to employees. Effective January 1, 2005, certain former employees of Cargill who were employed with Mosaic on January 1, 2005 became eligible for the Investment Plan, and a portion of the Cargill Partnership Plan assets were transferred to the Investment Plan. Prior to January 1, 2005, Mosaic employees who were formerly Cargill salaried and non-union hourly employees received a matching contribution of 50% of the first 6% of the participant’s contributed pay with graded vesting over five years.

Effective April 1, 2005, the IMC Global Represented Retirement Savings Plan was renamed the Mosaic Union Savings Plan (“Savings Plan”). The Savings Plan was established pursuant to collective bargaining agreements with certain unions. Mosaic makes contributions to the defined contribution retirement plan based on the collective bargaining agreements. The Savings Plan is the primary retirement vehicle for newly hired employees covered by certain collective bargaining agreements. Effective April 1, 2005 certain former collectively bargained employees of Cargill who were employed with Mosaic on April 1, 2005 became eligible for the Savings Plan and a portion of the Cargill Investment Plan assets were transferred to the Savings Plan.

The expense attributable to the Investment Plan and Savings Plan was $22.9 million, $17.9 million and $14.5 million in fiscal 2008, 2007 and 2006, respectively.

Canadian salaried and non-union hourly employees participate in an employer funded plan with employer contributions similar to the U.S. plan. The plan provides a profit sharing component which is paid each year. We also sponsor one mandatory union plan in Canada. Benefits in these plans vest after two years of consecutive service.

19. SHARE-BASED PAYMENTS

We sponsor one share-based compensation plan. The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), which was approved by shareholders and became effective October 20, 2004 and amended on October 4, 2006, permits the grant of shares and share options to employees for up to 25 million shares of common stock. The Omnibus Plan provides for grants of stock options, restricted stock, restricted stock units, and a variety of other share-based and non-share-based awards. Our employees, officers, directors, consultants, agents, advisors, and independent contractors, as well as other designated individuals, are eligible to participate in the Omnibus Plan. Mosaic settles stock option exercises and restricted stock units with newly issued common shares. The Compensation Committee of the Board of Directors administers the Omnibus Plan subject to its provisions and applicable law.

On July 6, 2006, we amended our non-qualified stock option participant agreement to include a retirement provision. This provision allows an individual to retire at age 60 or older and maintain their rights to their stock options. This only affects option grants made after July 6, 2006 and does not amend prior grants.

On July 6, 2006, we amended our restricted stock unit participant agreement to change the retirement age from age 65 to age 60. This only affects restricted stock unit grants made after July 6, 2006 and does not amend prior grants.

In the fourth quarter of fiscal 2008, we amended our restricted stock unit participant agreements for outstanding grants made in 2006 and 2007 to certain executive officers and certain other officers to provide that the restricted stock units vest immediately upon death or disability but do not vest upon retirement.

Restricted stock units are issued to various employees, officers and directors at a price equal to the market price of our stock at the date of grant. The fair value of restricted stock units is equal to the market price of our stock at the date of grant. Restricted stock units generally cliff vest after three or four years of continuous service.

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Restricted stock units granted prior to June 1, 2006 were expensed by us on a straight-line basis over the vesting period, based on the estimated fair value of the award, and the related share-based compensation recognized in the Consolidated Statement of Operations was net of actual forfeitures. Restricted stock units granted after June 1, 2006, were expensed by us on a straight-line basis over the required service period, based on the estimated fair value of the award, and the related share-based compensation recognized in the Consolidated Statement of Operations was net of estimated forfeitures.

Stock options are granted with an exercise price equal to the market price of our stock at the date of grant and have a ten-year contractual term. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option valuation model. Stock options granted to date vest either after three years of continuous service (cliff vesting) or in equal annual installments in the first three years following the date of grant (graded vesting). Stock options granted prior to June 1, 2006, were expensed by us on a straight-line basis over the vesting period, based on the estimated fair value of the award on the date of grant, net of actual forfeitures. Options granted after June 1, 2006, were expensed by us on a straight-line basis over the required service period, based on the estimated fair value of the award on the date of grant, net of estimated forfeitures.

Assumptions used to calculate the fair value of stock options in each period are noted in the following table. Expected volatilities were based on the combination of our and IMC’s historical six-year volatility of common stock. The expected term of the options is calculated using the simplified method described in SAB 110 under which the Company can take the midpoint of the vesting date and the full contractual term. The risk-free interest rate is based on the U.S. Treasury rate at the time of the grant for instruments of comparable life. We did not anticipate payment of dividends at the date of grant. A summary of the assumptions used to estimate the fair value of stock option awards is as follows:

	Years ended May 31
	2008	2007	2006
Weighted average assumptions used in option valuations:
Expected volatility	40.5%	40.8%	45.2%
Expected dividends	-	-	-
Expected term (in years)	6.0	6.0	6.0
Risk-free interest rate	4.63%	4.82%	4.16%

We recorded share-based compensation expense, net of forfeitures, of $18.5 million, $23.4 million and $8.1 million for fiscal 2008, 2007 and 2006, respectively. The tax benefit related to share-based compensation expense was $6.6 million and $8.5 million for fiscal 2008 and 2007, respectively. There was no tax benefit related to share-based compensation in fiscal 2006.

A summary of our stock option activity during the year-ended May 31, 2008 is as follows:

	Shares (in millions)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of June 1, 2007	5.9		$	17.61	6.6	$	104.5
Granted	0.7			40.36
Exercised	(3.0	)		18.64
Canceled	(0.1	)		33.97
Outstanding as of May 31, 2008	3.5		$	20.28	7.3	$	359.5
Exercisable as of May 31, 2008	1.4		$	15.03	5.7	$	151.3

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The weighted-average grant date fair value of options granted during fiscal 2008, 2007 and 2006 was $18.87, $7.43 and $8.50, respectively. The total intrinsic value of options exercised during fiscal 2008, 2007 and 2006 was $151.0 million, $23.0 million and $11.9 million, respectively.

A summary of the status of our restricted stock units as of May 31, 2008, and changes during fiscal 2008, is presented below:

	Shares (in millions)		Weighted Average Grant Date Fair Value Per Share
Restricted stock units as of June 1, 2007	0.9		$	16.06
Granted	0.1		$	40.68
Issued and canceled	(0.1	)	$	17.61
Restricted stock units as of May 31, 2008	0.9		$	19.71

As of May 31, 2008, there was $18.6 million of total unrecognized compensation cost related to options and restricted stock units granted under the Omnibus Plan. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of options vested in fiscal 2008 and 2007 was $9.9 million and $11.1 million, respectively.

Cash received from options exercised under all share-based payment arrangements for fiscal 2008, 2007 and 2006 was $57.2 million, $48.1 million and $28.9 million, respectively. In fiscal 2008, we received a tax benefit for tax deductions from options of $54.7 million. In fiscal 2007, we received a tax benefit for tax deductions from options of $0.8 million relating to alternative minimum tax. Based on our tax loss carryforward position, we did not receive a tax benefit for tax deductions from options which were exercised in fiscal 2006.

20. COMMITMENTS

We lease certain plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating leases, some of which include escalation clauses, with lease terms ranging from one to ten years. In addition to minimum lease payments, some of our office facility leases require payment of our proportionate share of real estate taxes and building operating expenses.

We have long-term agreements for the purchase of sulfur which is used in the production of phosphoric acid. We also have long-term agreements for the purchase of ammonia which is used with phosphoric acid to produce DAP and MAP in our Phosphates business. We have a long-term agreement for the purchase of natural gas, which is a significant raw material used in the solution mining process in our Potash segment. We also have long-term agreements for the purchase of natural gas for use in our phosphate concentrates plants. The commitments included in the table below are based on market prices as of May 31, 2008.

A schedule of future minimum long-term purchase commitments, based on May 31, 2008 market prices, and minimum lease payments under non-cancelable operating leases as of May 31, 2008 follows:

(in millions)	Purchase Commitments		Operating Leases
2009	$	2,481.2	$	36.6
2010		648.0		26.4
2011		350.3		18.2
2012		71.9		13.3
2013		19.0		5.2
Subsequent years		22.1		5.5
	$	3,592.5	$	105.2

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Rental expense for fiscal 2008, 2007 and 2006 amounted to $58.0 million, $62.3 million and $67.3 million, respectively. Purchases made under long-term commitments were $3.1 billion, $788.0 million and $947.9 million for fiscal 2008, 2007, and 2006, respectively.

Most of our export sales of phosphate and potash crop nutrients are marketed through two North American export associations, PhosChem and Canpotex, which fund their operations in part through third-party financing facilities. As a member, Mosaic or our subsidiaries are contractually obligated to reimburse the export associations for their pro rata share of any operating expenses or other liabilities incurred. The reimbursements are made through reductions to members’ cash receipts from the export associations.

Under a long-term contract with a customer, 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 the customer 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 the customer, but only to the extent the customer has not received all of its available reserves under the contract. Based on our present calculations, we believe that our obligation to supply potash to the customer will expire in the fourth quarter of fiscal 2010, assuming the customer continues to take 1.1 million tonnes (which is the volume the customer has elected to take for calendar 2008) annually under the contract. The customer has expressed the view that our obligation will expire in November 2011, and we are currently in discussions to determine if a date can be mutually agreed upon by the parties. After expiration of the contract, the productive capacity at our Esterhazy mine currently used to satisfy our obligations under the contract will be available to us for sales to any of our customers at current market prices. For fiscal 2008, 2007 and 2006, sales under this contract were $91.4 million, $66.5 million and $48.6 million, respectively.

Under a long-term contract that extends through 2011 with a third party customer, we supply approximately 0.2 million tonnes of potash annually. In addition, we supply approximately 0.2 million tonnes of salt on an annual basis to a customer under a long-term contract that extends through 2013. As of the date of the Combination, these contracts reflected below market prices and we recorded a $123.7 million fair value adjustment that will be amortized into sales over the life of the contracts. For fiscal 2008, 2007 and 2006, the amortization of the fair value adjustment increased net sales by $19.4 million, $16.2 million and $16.6 million, respectively.

We incur liabilities for reclamation activities and phosphogypsum stack system closure in our Florida and Louisiana operations where, in order to obtain necessary permits, we must either pass a test of financial strength or provide credit support, typically in the form of surety bonds or letters of credit. The surety bonds generally expire within one year or less but a substantial portion of these instruments provide financial assurance for continuing obligations and, therefore, in most cases, must be renewed on an annual basis. As of May 31, 2008, we had $143.0 million in surety bonds outstanding for mining reclamation obligations in Florida and other matters. In connection with the outstanding surety bonds, we have posted $41.2 million of collateral in the form of letters of credit. In addition, we have letters of credit directly supporting mining reclamation activity of $0.9 million. The surety bonds 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.

21. CONTINGENCIES

We have described below judicial and administrative proceedings to which we are subject. These proceedings include environmental, tax and other matters. Tax matters typically relate to matters other than income taxes.

Environmental Matters

We have contingent environmental liabilities that arise principally from three sources: (i) facilities currently or formerly owned by our subsidiaries or their predecessors; (ii) facilities adjacent to currently or formerly owned

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facilities; and (iii) third-party Superfund or state equivalent sites. At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination. Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have occurred previously at these facilities, and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings. In some instances, pursuant to consent orders or agreements with appropriate governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Taking into consideration established accruals of approximately $22.8 million and $16.7 million at May 31, 2008 and 2007, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition. However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

Hutchinson, Kansas Sinkhole. In January 2005, a 210-foot diameter sinkhole developed at a former IMC salt solution mining and steam extraction facility in Hutchinson, Kansas. Under Kansas Department of Health and Environment (“KDHE”) oversight, we completed measures to fill and stabilize the sinkhole and provided KDHE information regarding our continuous monitoring of the sinkhole as well as steps taken to ensure its long term stability. Subsequent to this event, KDHE requested that we investigate the potential for subsidence or collapse at approximately 30 former salt solution mining wells at the property, some of which are in the vicinity of nearby residential properties, railroads and roadways. In response to this request, with KDHE approval, we conducted sonar and geophysical assessments of five former wells in May and June, 2008. We are currently evaluating the results of this assessment. We do not expect that the costs related to these matters will have a material impact on our business or financial condition in excess of amounts accrued. If further subsidence were to occur at the existing sinkhole, additional sinkholes were to develop or further investigation at the site reveals subsidence or sinkhole risk, it is possible that we could be subject to additional claims from governmental agencies or other third parties that could exceed established accruals, and it is possible that the amount of any such claims could be material.

EPA RCRA Initiative. The U.S. Environmental Protection Agency (“EPA”) Office of Enforcement and Compliance Assurance has announced that it has targeted facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S. Resource Conservation and Recovery Act (“RCRA”) and related state laws. Mining and processing of phosphates generate residual materials that must be managed both during the operation of a facility and upon a facility’s closure. Certain solid wastes generated by our phosphate operations may be subject to regulation under RCRA and related state laws. The EPA rules exempt “extraction” and “beneficiation” wastes, as well as 20 specified “mineral processing” wastes, from the hazardous waste management requirements of RCRA. Accordingly, certain of the residual materials which our phosphate operations generate, as well as process wastewater from phosphoric acid production, are exempt from RCRA regulation. However, the generation and management of other solid wastes from phosphate operations may be subject to hazardous waste regulation if the waste is deemed to exhibit a “hazardous waste characteristic.” As part of its initiative, EPA has inspected all or nearly all facilities in the U.S. phosphoric acid production sector to ensure compliance with applicable RCRA regulations and to address any “imminent and substantial endangerment” found by the EPA under RCRA. We have provided the EPA with substantial amounts of information regarding the process water recycling practices and the hazardous waste handling practices at our phosphate production facilities in Florida and Louisiana, and the EPA has inspected all of our currently operating processing facilities in the U.S. In addition to the EPA’s inspections, our Bartow and Green Bay, Florida facilities and our Uncle Sam and Faustina, Louisiana facilities have entered into consent orders to perform analyses of existing environmental data, to perform further environmental sampling as may be necessary, and to assess whether the facilities pose a risk of harm to human health or the surrounding environment. We may enter similar orders for some or the remainder of our phosphate production facilities in Florida.

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We have received Notices of Violation (“NOVs”) from the EPA related to the handling of hazardous waste at our Riverview (September 2005), New Wales (October 2005), Mulberry (June 2006) and Bartow (September 2006) facilities in Florida. The EPA has issued similar NOVs to our competitors and has referred the NOVs to the U.S. Department of Justice (“DOJ”) for further enforcement. We currently are engaged in discussions with the DOJ and EPA. We believe we have substantial defenses to most of the allegations in the NOVs, including but not limited to, previous EPA regulatory interpretations and inspection reports finding that the process water handling practices in question comply with the requirements of the exemption for extraction and beneficiation wastes. We have met several times with the DOJ and EPA to discuss potential resolutions to this matter. In addition to seeking various changes to our operations, the DOJ and EPA have expressed a desire to obtain financial assurances for the closure of phosphogypsum management systems which may be significantly more stringent than current requirements in Florida or Louisiana. We intend to evaluate various alternatives and continue discussions to determine if a negotiated resolution can be reached. If it cannot, we intend to vigorously defend these matters in any enforcement actions that may be pursued. Should we fail in our defense in any enforcement actions, we could incur substantial capital and operating expenses to modify our facilities and operating practices relating to the handling of process water, and we could also be required to pay significant civil penalties.

We have established accruals to address the cost of implementing the related consent orders at our Bartow, Green Bay, Faustina and Uncle Sam facilities and the fees that will be incurred defending against the NOVs discussed above. We cannot at this stage of the discussions predict whether the costs incurred as a result of the EPA’s RCRA initiative, the consent orders, or the NOVs will have a material effect on our business or financial condition.

Financial Assurances for Phosphogypsum Management Systems in Florida and Louisiana. In Florida and Louisiana, we are required to comply with financial assurance regulatory requirements to provide comfort to the government that sufficient funds will be available for the ultimate closure and post-closure care of our phosphogypsum management systems. The estimated discounted net present value of our liabilities for such closure and post-closure care are included in our ARO, which are discussed in Note 15 of our Consolidated Financial Statements. In contrast, the financial assurance requirements in Florida and Louisiana are based on the undiscounted amounts of our liabilities in the event we were no longer a going concern. 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 tests. In the event that we are unable to satisfy these financial tests, we must utilize alternative methods of complying with the financial assurance requirements or could be subject to enforcement proceedings brought by relevant governmental 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.

In February 2005, the Florida Environmental Regulation Commission approved certain modifications to the financial assurance rules for the closure and long-term care of phosphogypsum management systems in Florida that impose financial assurance requirements which are more stringent than prior rules, including the requirement that the closure cost estimates include the cost of treating process water to Florida water quality standards. In light of the burden that would have been associated with meeting the new requirements at that time, in April 2005 we entered into a consent agreement with the FDEP that allows us to comply with alternate financial tests until the consent agreement expires (May 31, 2009, unless extended), at which time we will be required to comply with the new rules. Although there can be no assurance that we will be able to comply with the revised rules during or upon the expiration of the consent agreement, if current trends in our results of operations, cash flows and financial condition continue, we do not expect that compliance will have a material effect on our results of operations, liquidity or capital resources.

The State of Louisiana also requires that we provide financial assurance for the closure and long-term care of phosphogypsum management systems in Louisiana. Because of a change in our corporate structure resulting

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from the Combination, we currently do not meet the financial responsibility tests under Louisiana’s applicable regulations. After consulting with the Louisiana Department of Environmental Quality (“LDEQ”), we requested an exemption, proposing an alternate financial responsibility test that included revised tangible net worth and U.S. asset requirements. LDEQ initially denied our request for an exemption in May 2006. We continue to pursue discussions with LDEQ including in the context of discussions with the DOJ and EPA regarding financial assurance as part of the EPA RCRA Initiative discussed above. If LDEQ does not grant the exemption, we will be required to (i) seek an alternate financial assurance test acceptable to LDEQ, (ii) provide credit support, which may include surety bonds, letters of credit and cash escrows or a combination thereof, currently in an amount of approximately $142.3 million, or (iii) enter into a compliance order with the agency. In light of our current cash balances and access to borrowings, letters of credit and surety bonds, we do not expect that compliance with current or alternative requirements will have a material affect on our results of operations, liquidity or capital resources.

Other Environmental Matters. Superfund and equivalent state statutes impose liability without regard to fault or to the legality of a party’s conduct on certain categories of persons who are considered to have contributed to the release of “hazardous substances” into the environment. Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Currently, certain of our subsidiaries are involved or concluding involvement at several Superfund or equivalent state sites. Our remedial liability from these sites, either alone or in the aggregate, currently is not expected to have a material effect on our business or financial condition. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

We believe that, pursuant to several indemnification agreements, our subsidiaries are entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by us or our subsidiaries to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to, ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies and certain other private parties. Our subsidiaries have already received and anticipate receiving amounts pursuant to the indemnification agreements for certain of their expenses incurred to date as well as future anticipated expenditures. We considered whether potential indemnification should reduce our established accruals.

Phosphate Mine Permitting in Florida

The Ona Extension of our Florida Mines. Certain counties and other petitioners challenged the issuance of an environmental resource permit for the Ona extension of our phosphate mines in central Florida, alleging primarily that phosphate mining in the Peace River Basin would have an adverse impact on the quality and quantity of the downstream water supply and on the quality of the water in Florida’s Charlotte Harbor. The matter went to hearing before an Administrative Law Judge (“ALJ”) in 2004 and to a remand hearing in October 2005. The ALJ issued a Recommended Order in May 2005 and a Recommended Order on Remand in June 2006. The ALJ recommended that the FDEP issue the permit to us with certain conditions which we viewed as acceptable. In the initial order, the ALJ found that phosphate mining has little, if any, impact on downstream water supplies or on Charlotte Harbor. The Deputy Secretary of the FDEP issued a Final Order in July 2006 adopting the ALJ’s orders with minor modifications and directed FDEP to issue the permit. The petitioners appealed the Deputy Secretary’s Final Order to the District Court of Appeal of the State of Florida, Second District. We anticipate that the permit will be upheld on appeal and that the appeal process will not adversely affect our future mining plans for the Ona extension.

The Altman Extension of the Four Corners Mine. Prior to the Combination, IMC applied for an environmental resource permit for the Altman Extension of our Four Corners mine in central Florida. Following administrative

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challenges by certain counties and other plaintiffs, the permit was issued in June 2006. In December 2007, the Manatee County Planning Commission, upon a recommendation in a report of the Manatee County staff, voted to recommend that the Board of County Commissioners deny authorizations required from Manatee County. We have been in discussions with the Manatee County staff, have engaged in a series of hearings with the Board of County Commissioners to address their concerns and continue to seek final permit approval. The Army Corps of Engineers issued a federal wetlands permit in May 2008.

As a large mining company, denial of the permits sought at any of our mines, issuance of the permits with cost-prohibitive conditions, or substantial additional delays in issuing the permits may create challenges for us to mine the phosphate rock required to operate our Florida and Louisiana phosphate plants at desired levels in the future.

IMC Salt Litigation

In August 2001, Madison Dearborn Partners, LLC (“MDP”) filed a lawsuit, Madison Dearborn Partners, LLC v. IMC Global Inc. (now known as Mosaic Global Holdings), in the Circuit Court of Cook County, Illinois alleging that Mosaic Global Holdings breached a three page non-binding letter of intent for the sale of a salt business to MDP. Mosaic Global Holdings sold the salt business to a party other than MDP in November 2001. MDP’s original complaint sought in the alternative specific performance or damages in excess of $0.1 million. In October 2004, the court granted Mosaic Global Holdings’ motion for partial summary judgment, ordering that the remedy available to plaintiff, should it prevail on its theory of liability, be limited to the costs plaintiff expended for the negotiation process, and not plaintiff’s claim to the difference between the purchase price MDP offered for the business and the price at which Mosaic Global Holdings ultimately sold the salt business, plus lost profits of the business. In October 2004, the court denied MDP’s motion for an interlocutory appeal of the order for partial summary judgment. In April 2005, MDP amended its complaint to add a new claim for fraud in addition to the existing breach of contract and promissory estoppel claims. Under its fraud claim, MDP sought reliance damages and punitive damages. In December 2005, the court granted Mosaic Global Holdings’ motion for partial summary judgment limiting damages under the fraud claim to out-of-pocket expenses that were incurred during a 36-day “exclusivity” period under the non-binding letter of intent. A bench trial was held from March 20, 2006 through April 12, 2006. At the conclusion of the trial, the judge granted Mosaic Global Holdings’ motion for a directed verdict on the fraud claim. On April 11, 2007, the judge ruled in our favor on the promissory estoppel claim and in favor of MDP on the breach of contract claim, awarding MDP approximately $1.9 million in damages. We have appealed the liability finding on the breach of contract claim and MDP has appealed the partial summary judgment described above limiting the amount of damages that the plaintiff may recover. The matter will be heard by the Illinois Court of Appeals in late 2008 or early 2009. We cannot anticipate the outcome or assess the potential financial impact of this matter at this time; however, reversal of the partial summary judgment could result in a subsequent damage award that could be material. We believe that the trial court correctly decided our motion for partial summary judgment and are vigorously defending it.

Other Claims

We also have certain other contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims of third parties, including tax matters, arising in the ordinary course of business. We do not believe that any of these contingent liabilities will have a material adverse impact on our business or financial condition.

22. RESTRUCTURING AND OTHER CHARGES

On May 2, 2006, we announced plans to indefinitely close three facilities in Florida, including our Fort Green phosphate rock mine, South Pierce’s granular triple superphosphate (“GTSP”) concentrates plant and Green Bay’s DAP and MAP concentrates plant in central Florida (“Phosphates Restructuring”). The three facilities affected by our restructuring actions, which ranked among our highest cost phosphate operations, ceased production at the end of May 2006. Minimal operations will continue at the production plants to maintain and

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close our phosphogypsum stacks. In response to the strong customer demand worldwide for our products, we have decided to restart one of two indefinitely closed phosphoric acid production lines at our South Pierce facility. The restart will allow us to utilize current excess granulation capacity to increase our production of DAP and MAP at our New Wales facility. The restart is expected to be operational by November 2008 for the New Wales facility production. In addition, following certain debottlenecking projects at our Riverview facility, the restart of the South Pierce facility’s phosphoric acid production will permit us to increase our production of feed phosphates at our Riverview facility in calendar 2009.

We recorded $287.6 million of pre-tax restructuring charges in fiscal 2006 as a result of the Phosphates Restructuring. These charges were comprised of $16.3 million for employee separation costs covering approximately 625 production, technical, administrative and support employees in our Phosphates segment; $261.8 million for accelerated depreciation of long-lived assets (which includes $99.1 million related to additional ARO), and $9.5 million related primarily to spare parts inventory write-offs and other costs associated with the exit of certain contractual agreements due to the facility closures.

In fiscal 2007, we recorded a pension curtailment gain of approximately $1.6 million, which is further discussed in Note 18, and an additional restructuring charge of $1.2 million for individuals who elected an early out payment. In addition, we recognized restructuring charges of $2.4 million related to fixed assets previously held for sale which we determined would not be sold and a gain of $4.1 million related to revisions in estimated cash flows of ARO. As the related ARO asset does not have an estimated useful life, the amount was credited to restructuring gain. During fiscal 2007, we paid out $18.9 million related to severance, payments on construction in progress and other contractual commitments.

In fiscal 2008, we had a net restructuring loss which related to a revision in our estimated cash flows for ARO of previously closed facilities of $18.2 million. In addition, we paid out $0.4 million related to severance, final payments on construction in progress and other contractual commitments. At May 31, 2008 and 2007, we had $0 and $0.4 million accrued for restructuring and other charges.

The Company anticipates there may be additional restructuring costs in the future related to changes in estimates, including changes in the ARO, which cannot be estimated at this time.

23. RELATED PARTY TRANSACTIONS

Cargill is considered a related party due to its ownership interest in us. At May 31 2008, Cargill and certain of its subsidiaries owned approximately 64.4% of our outstanding common stock. At May 31, 2005, Cargill owned all of our Class B Common stock, which was automatically converted to common stock on July 1, 2006. We have entered into transactions and agreements with Cargill and its non-consolidated subsidiaries (affiliates), from time to time, and we expect to enter into additional transactions and agreements with Cargill and its affiliates in the future. Certain agreements and transactions between Cargill and its affiliates and us are described below.

Reimbursement of Pre-Combination Incentive Compensation

In connection with the Combination, certain former Cargill employees who became employees of ours and who held stock options and cash performance options (CPOs) granted by Cargill under its compensation plans prior to the Combination retained such awards. Liabilities associated with these stock options and CPOs were primarily related to the Cargill fertilizer businesses and assumed by us pursuant to the Merger and Contribution Agreement. With respect to our obligations, (i) our maximum aggregate reimbursement obligation to Cargill for costs associated with pre-Combination stock options and CPOs cannot exceed $9.8 million; and (ii) we have no reimbursement obligation for any pre-Combination stock option or CPO award to any former Cargill employees who are executive officers of our company. We incurred $4.6 million, $2.3 million, and $3.5 million in selling, general and administrative expenses in fiscal 2008, 2007, and 2006, respectively, calculated in accordance with SFAS No. 123R, “Accounting for Stock-Based Compensation”, related to these Cargill pre-Combination awards.

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Special Transactions Committee and Transactions with Cargill

In connection with the Combination, we entered into an Investor Rights Agreement that includes special approval requirements for commercial and other transactions, arrangements or agreements between Cargill and us. These provisions require the approval of the transactions, arrangements or agreements by a majority of the former directors of IMC (“IMC Directors”) who are deemed “non-associated,” or independent, unless the transactions, arrangements or agreements are exempt as described below. These independent former IMC Directors comprise the Special Transactions Committee (or “STC”) of our Board. Our Board has adopted a charter for the STC which provides that the STC will oversee transactions involving Cargill with the objective that they be fair and reasonable to us. Pursuant to its charter, the STC may delegate all or a portion of its duties relating to the review and approval of proposed transactions to a committee of senior management, a subcommittee of the STC or the Chairman of the STC. The STC has approved a policy which we have implemented and refer to as the “Guidelines for Related Party Transactions with Cargill, Incorporated” (the “Guidelines”). Under these guidelines, the STC has delegated approval authority for certain transactions with Cargill to an internal committee comprised of our senior managers. The internal senior management committee is required to report its activities to the STC on a periodic basis.

Pursuant to the guidelines, both the STC and our internal senior management committee must approve the following transactions, arrangements or agreements with Cargill:

• agreements or relationships which require payment by us or Cargill of $2.0 million or more to the other party during any fiscal year;

• multi-year commitments (i.e., contracts with terms of greater than one year);

• evergreen contracts (i.e., contracts with annual renewal clauses or no stated contract term);

• renewals of commercial agreements previously requiring STC approval; and

• licenses or other arrangements involving any of our material intellectual property.

The review and approval of proposed transactions, arrangements or agreements which do not meet any of the criteria set forth above have been delegated by the STC to our internal senior management committee.

During fiscal 2008, we engaged in various transactions, arrangements or agreements with Cargill which are described below. The STC or our internal senior management committee have either approved or ratified these transactions, arrangements or agreements.

We negotiated each of the following transactions, arrangements and agreements with Cargill on the basis of what we believe to be competitive market practices.

Master Transition Services Agreement and Amendment; Master Services Agreement

In connection with the combination between IMC and the fertilizer businesses of Cargill, we and Cargill entered into a master transition services agreement. Pursuant to the master transition services agreement, Cargill agreed to provide us with various transition-related services pursuant to individual work orders negotiated with us. We have entered into individual work orders for services in various countries, including Argentina, Australia, Brazil, Canada, Chile, China, Hong Kong, India, Mexico, Thailand, the United States and Vietnam. Each of these work orders has been approved by the Special Transactions Committee or our internal management committee. Generally speaking, each work order is related to services provided by Cargill for its fertilizer businesses prior to the combination which were continued for our benefit post-combination. Services provided by Cargill include, but are not limited to, accounting, accounts payable and receivable processing, certain financial reporting,

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financial service center, graphics, human resources, information technology, insurance, legal, license and tonnage reporting, mail services, maintenance, marketing, office services, procurement, public relations, records, strategy and business development, tax, travel services and expense reporting, treasury, and other administrative and functional related services. The services performed may be modified by our mutual agreement with Cargill. The initial master transition services agreement with Cargill expired in October 2005 and was renewed through October 2006. In October 2006 Cargill agreed to continue to provide certain services to us and the parties entered into a master services agreement on terms similar to the master transition services agreement. We have renewed several work orders under which Cargill had been performing services on a transitional basis. Each of these work orders has been approved by the STC or by our internal senior management committee.

Fertilizer Supply Agreement (U.S.)

We sell fertilizer products to Cargill’s AgHorizons business unit which it resells through its retail fertilizer stores in the U.S. Under a fertilizer supply agreement, we sell nitrogen, phosphate and potash products at prices set forth in price lists that we issue from time to time to our customers. In addition, we may sell to Cargill certain products produced by third parties. We have also agreed to make available to Cargill AgHorizons, on regular commercial terms, new fertilizer products and agronomic services that are developed. Cargill AgHorizons is not obligated to purchase any minimum volume of fertilizer products and we are under no obligation to supply such products unless the parties agree to specific volumes and prices on a transaction-by-transaction basis. Our supply agreement is in effect until terminated by either party on three months written notice.

Fertilizer Supply Agreement (Canada)

We sell fertilizer products to a Canadian subsidiary of Cargill. Cargill purchases the substantial majority of its Canadian fertilizer requirements from us for its retail fertilizer stores in Western Canada. The agreement provides that we will sell nitrogen, phosphate and potash products at prices set forth in price lists we issue from time to time to our customers. In addition, we may sell Cargill certain products produced by third parties for a per tonne sourcing fee. In exchange for Cargill’s commitment to purchase the substantial majority of its fertilizer needs from us and because it is one of our largest customers in Canada, we have also agreed to make new fertilizer products and agronomic services, to the extent marketed by us, available to Cargill on regular commercial terms. We have also granted Cargill price protection against sales made to other retailers for equivalent products or services at lesser prices or rates. In addition, because of the volume of purchases by Cargill, we have agreed to pay a per tonne rebate at the end of each contract year if annual purchase volumes exceed certain thresholds. This agreement is in effect until June 30, 2010.

Phosphate Supply Agreement

We have a supply agreement with Cargill’s subsidiary in Argentina for phosphate-based fertilizers. Cargill has no obligation to purchase any minimum quantities of fertilizer products from us and we have no obligation to supply any minimum quantities of products to Cargill. This agreement has been renewed through May 31, 2009.

Spot Fertilizer Sales

From time to time, we make spot fertilizer sales to Cargill’s subsidiary in Paraguay. Pricing for fertilizer sales under this relationship is by mutual agreement of the parties at the time of sale. We are under no obligation to sell fertilizer to Cargill under this relationship. This agreement is in effect until December 22, 2008.

Feed Supply Agreements and Renewals

We 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. The sales are generally on a spot basis in Brazil, Canada, Indonesia, Malaysia, Mexico, Philippines, Taiwan, Thailand, United Kingdom, United States, Vietnam,

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and Venezuela. Cargill has no obligation to purchase any minimum of feed grade products from us and we have no obligation to supply any minimum amount of feed grade products to Cargill. Sales are negotiated by the parties at the time of purchase. These supply agreements are in effect until May 31, 2009.

Ocean Transportation Agreement

We have a non-exclusive agreement with Cargill’s Ocean Transportation Division to perform various freight related services for us. Freight services include, but are not limited to: (i) vessel and owner screening, (ii) freight rate quotes in specified routes and at specified times, (iii) advice on market opportunities and freight strategies for the shipment of our fertilizer products to international locations, and (iv) the execution of various operational tasks associated with the international shipment of our products. We pay a fee (1) in the case of voyage charters, an address commission calculated as a percentage of the voyage freight value, (2) in the case of time charters, an address commission calculated as a percentage of the time-charter hire, and (3) in the case of forward freight agreements, a commission calculated as a percentage of the forward freight agreement notional value. Our agreement provides that the parties may renegotiate fees during its term, and the agreement is in effect until either party terminates it by providing 60 days prior written notice to the other party.

Barter Agreements

We have a barter relationship with Cargill’s grain and oilseed business in Brazil. Cargill’s Brazilian subsidiary, Mosaic and Brazilian farmers may, from time to time, enter into commercial arrangements pursuant to which farmers agree to forward delivery grain contracts with Cargill, and in turn, use cash generated from the transactions to purchase fertilizer from us. Similarly, in Argentina, we enter into agreements with farmers who purchase fertilizer products from us and agree to sell their grain to us upon harvest. Upon receipt of the grain, we have agreements to sell it to Cargill’s grain and oilseed business in Argentina. The number of barter transactions with Cargill’s subsidiaries varies from year to year. The Brazil agreement remains in effect until either party terminates it by providing 90 days prior written notice to the other party. In Argentina, the agreement is in effect until May 31, 2009.

Miscellaneous Co-Location Agreements

We have various office sharing and sublease arrangements with Cargill in various geographic locations, including with respect to certain offices in Argentina, Brazil, China, Hong Kong and the U.S.

Miscellaneous

There are various other agreements between us and Cargill which we believe are not material to us.

Summary

As of May 31, 2008 and 2007, the net amount due from Cargill related to the above transactions amounted to $12.4 million and $6.4 million, respectively.

Cargill made net equity contributions of $4.6 million, $2.3 million and $3.5 million to us during fiscal 2008, 2007 and 2006, respectively.

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In summary, the Consolidated Statements of Operations included the following transactions with Cargill:

	Years Ended May 31
(in millions)	2008		2007			2006
Transactions with Cargill included in net sales	$	299.1	$	180.5		$	163.5
Payments to Cargill included in cost of goods sold		228.0		71.8			165.5
Payments to Cargill included in selling, general and administrative expenses		16.1		11.4			19.9
Interest (income) expense paid to (received from) Cargill		0.2		(0.6	)		(0.1	)

We have also entered into transactions and agreements with certain of our non-consolidated companies. As of May 31, 2008 and 2007, the net amount due from our non-consolidated companies totaled $191.4 million and $87.0 million, respectively.

The Consolidated Statements of Operations included the following transactions with our non-consolidated companies:

	Years Ended May 31
(in millions)	2008		2007		2006
Transactions with non-consolidated companies included in net sales	$	871.0	$	455.7	$	337.5
Payments to non-consolidated companies included in cost of goods sold		327.8		211.7		170.0
Interest income received from non-consolidated companies		-		-		(0.7	)

24. BUSINESS SEGMENTS

The reportable segments are determined by management based upon factors such as different technologies, different market dynamics, and for which segment financial information is available.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2. We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses. The segment results may not represent the actual results that would be expected if they were independent, standalone businesses.

For a description of the business segments, see Note 1. During the second quarter of fiscal 2008, we completed a strategic review in which we identified the Nitrogen business as non-core to our ongoing business. Therefore, based primarily on how our chief operating decision makers view and evaluate our operations, we have eliminated the Nitrogen business as a separate reportable segment. The results of the Nitrogen business are now included as part of Corporate, Eliminations, and Other. Accordingly, the prior period comparable results have been updated to reflect our Nitrogen business as a part of the Corporate, Eliminations and Other segment for comparability purposes. The Corporate, Eliminations and Other segment primarily represents activities associated with our Nitrogen distribution business, equity in net earnings from our 50% ownership interest in Saskferco, a Saskatchewan-based producer of nitrogen-based fertilizers and animal feed ingredients, unallocated corporate office activities and eliminations. All intersegment sales are eliminated within the Corporate, Eliminations and Other segment.

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Segment information for fiscal 2008, 2007 and 2006 is as follows:

(in millions)	Phosphates			Potash		Offshore			Corporate, Eliminations and Other			Total
2008
Net sales to external customers	$	5,259.4		$	2,194.5	$	2,216.8		$	141.9		$	9,812.6
Intersegment net sales		446.8			56.7		7.0			(510.5	)		-
Net sales		5,706.2			2,251.2		2,223.8			(368.6	)		9,812.6
Gross margin		2,081.1			853.3		277.9			(51.8	)		3,160.5
Restructuring loss		18.2			-		0.1			-			18.3
Operating earnings (loss)		1,897.1			798.6		175.4			(64.4	)		2,806.7
Capital expenditures		201.2			149.5		18.2			3.2			372.1
Depreciation, depletion and amortization expense		202.3			128.5		17.8			9.5			358.1
Equity in net earnings of nonconsolidated companies		1.8			-		55.0			67.2			124.0
2007
Net sales to external customers	$	2,910.7		$	1,411.9	$	1,348.3		$	102.8		$	5,773.7
Intersegment net sales		293.2			67.0		7.3			(367.5	)		-
Net sales		3,203.9			1,478.9		1,355.6			(264.7	)		5,773.7
Gross margin		431.7			413.9		78.7			1.8			926.1
Restructuring gain		(2.1	)		-		-			-			(2.1	)
Operating earnings (loss)		311.2			368.2		(1.0	)		(62.1	)		616.3
Capital expenditures		136.2			135.1		11.2			9.6			292.1
Depreciation, depletion and amortization expense		185.4			119.1		15.6			9.3			329.4
Equity in net earnings of nonconsolidated companies		2.3			-		16.5			22.5			41.3
2006
Net sales to external customers	$	2,803.1		$	1,111.2	$	1,231.6		$	159.9		$	5,305.8
Intersegment net sales		294.4			44.7		7.3			(346.4	)		-
Net sales		3,097.5			1,155.9		1,238.9			(186.5	)		5,305.8
Gross margin		247.7			351.6		44.9			(6.8	)		637.4
Restructuring loss		287.6			-		-			-			287.6
Operating earnings (loss)		(142.8	)		309.8		(20.8	)		(44.3	)		101.9
Capital expenditures		263.8			104.0		18.2			18.4			404.4
Depreciation, depletion and amortization expense		201.7			105.8		14.1			2.5			324.1
Equity in net earnings of nonconsolidated companies		2.7			-		27.0			18.7			48.4
Total assets as of May 31, 2008	$	4,266.8		$	7,026.4	$	1,794.3		$	(1,267.7	)	$	11,819.8
Total assets as of May 31, 2007		3,503.0			5,798.5		994.9			(1,132.8	)		9,163.6

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Financial information relating to our operations by geographic area is as follows:

	Years Ended May 31
(in millions)	2008		2007		2006
Net sales (a) :
Brazil	$	1,663.1	$	860.3	$	746.9
India		1,412.8		554.4		696.7
Canpotex (b)		813.3		397.7		310.4
Canada		511.7		291.5		233.1
Australia		386.7		193.5		161.7
Japan		303.3		120.4		122.0
Argentina		239.3		180.0		194.9
Mexico		202.2		180.3		144.5
Chile		201.7		108.6		120.2
Thailand		179.5		88.7		131.1
Colombia		147.1		86.4		63.2
China		96.4		241.7		396.8
Ukraine		5.6		180.0		16.3
Pakistan		-		85.0		153.7
Other		388.9		290.9		215.4
Total foreign countries		6,551.6		3,859.4		3,706.9
United States		3,261.0		1,914.3		1,598.9
Consolidated	$	9,812.6	$	5,773.7	$	5,305.8

^(a) Revenues are attributed to countries based on location of customer.

^(b) The export association of the Saskatchewan potash producers.

(in millions)	May 31 2008		May 31 2007
Long-lived assets:
Canada	$	3,281.9	$	3,328.0
Brazil		487.4		380.5
Other		66.4		62.7
Total foreign countries		3,835.7		3,771.2
United States		3,174.6		3,436.9
Consolidated	$	7,010.3	$	7,208.1

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Net sales by product type for fiscal 2008, 2007 and 2006 are as follows:

	Years Ended May 31
(in millions)	2008		2007		2006
Sales by product type:
Phosphate Fertilizer	$	4,996.4	$	2,794.8	$	2,780.4
Potash Fertilizer		2,031.6		1,295.0		968.7
Blends		1,635.6		840.7		706.8
Other		1,149.0		843.2		849.9
	$	9,812.6	$	5,773.7	$	5,305.8

25. SUBSEQUENT EVENTS

Sale of Equity Investment

On July 14, 2008, we and the other primary investor in Saskferco announced a definitive agreement to sell Saskferco to Yara International ASA for approximately $1.6 billion. The transaction is subject to customary closing conditions, including approvals under the Investment Canada Act and the Competition Act (Canada). Closing is anticipated in the third calendar quarter of 2008. Our share of the sales proceeds from the sale of our investment in Saskferco is expected to be approximately $800 million. We currently have a balance of $31.0 million in other current assets which relates to our investment in Saskferco.

Dividend Payment

On July 15, 2008, we announced that our Board of Directors declared the Company’s first quarterly dividend of $0.05 per share of our common stock. The dividend is payable August 21, 2008 to shareholders of record as of the close of business on August 7, 2008.

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Quarterly Results (Unaudited)

In millions, except per share amounts

	Quarter
	First			Second		Third			Fourth			Year
2008
Net sales	$	2,003.3		$	2,195.4	$	2,147.2		$	3,466.7		$	9,812.6
Gross margin		521.8			623.1		727.9			1,287.7			3,160.5
Restructuring (gain) loss		-			10.3		(0.8	)		8.8			18.3
Operating earnings		449.6			529.6		647.4			1,180.1			2,806.7
Net earnings	$	305.5		$	394.0	$	520.8		$	862.5		$	2,082.8
Basic net earnings per share	$	0.69		$	0.89	$	1.17		$	1.94		$	4.70
Diluted net earnings per share	$	0.69		$	0.89	$	1.17		$	1.93		$	4.67
Common stock prices:
High	$	42.02		$	71.09	$	117.06		$	140.21
Low		34.61			42.84		71.06			92.01
2007
Net sales	$	1,288.6		$	1,522.0	$	1,278.7		$	1,684.4		$	5,773.7
Gross margin		196.3			160.5		113.1			456.2			926.1
Restructuring gain		(0.4	)		-		-			(1.7	)		(2.1	)
Operating earnings		131.6			90.7		34.2			359.8			616.3
Net earnings	$	109.0		$	65.9	$	42.2		$	202.6		$	419.7
Basic net earnings per share	$	0.26		$	0.15	$	0.10		$	0.46		$	0.97
Diluted net earnings per share	$	0.25		$	0.15	$	0.10		$	0.46		$	0.95
Common stock prices:
High	$	16.49		$	21.45	$	26.90		$	35.13
Low		13.96			15.72		19.76			24.28

The number of holders of record of our common stock as of July 22, 2008 was 2,989.

As of May 31, 2008, we had not declared or paid dividends on our common stock.

The following table presents our selected financial data. This historical data should be read in conjunction with the Consolidated Financial Statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

89

Five Year Comparison

In millions, except per share amounts

	Years Ended May 31
	2008			2007			2006			2005			2004
Statements of Operations Data:
Net sales	$	9,812.6		$	5,773.7		$	5,305.8		$	4,396.7		$	2,374.0
Cost of goods sold		6,652.1			4,847.6			4,668.4			3,871.2			2,196.4
Gross margin		3,160.5			926.1			637.4			525.5			177.6
Selling, general and administrative expenses		323.8			309.8			241.3			207.0			100.1
Restructuring loss (gain)		18.3			(2.1	)		287.6			-			-
Other operating loss		11.7			2.1			6.6			-			0.7
Operating earnings		2,806.7			616.3			101.9			318.5			76.8
Interest expense, net		90.5			149.6			153.2			110.7			15.0
Foreign currency transaction loss (gain)		57.5			8.6			100.6			(13.9	)		3.6
Loss (gain) on extinguishment of debt		2.6			(34.6	)		-			-			-
Other (income) expense		(26.3	)		(13.0	)		8.2			6.8			18.1
Earnings (loss) from consolidated companies before income taxes and the cumulative effect of a change in accounting principle		2,682.4			505.7			(160.1	)		214.9			40.1
Provision for income taxes		714.9			123.4			5.3			98.3			2.2
Earnings (loss) from consolidated companies before the cumulative effect of a change in accounting principle		1,967.5			382.3			(165.4	)		116.6			37.9
Equity in net earnings of nonconsolidated companies		124.0			41.3			48.4			55.9			35.8
Minority interests in net earnings of consolidated companies		(8.7	)		(3.9	)		(4.4	)		(4.9	)		(1.4	)
Cumulative effect of a change in accounting principle, net of tax		-			-			-			(2.0	)		-
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)	$	165.6		$	72.3
Earnings (loss) available for common stockholders:
Net earnings (loss)	$	2,082.8		$	419.7		$	(121.4	)	$	165.6		$	72.3
Preferred stock dividend		-			-			11.1			6.3			-
Earnings (loss) available for common stockholders	$	2,082.8		$	419.7		$	(132.5	)	$	159.3		$	72.3
Basic earnings (loss) per common share:
Earnings (loss) from continuing operations before the cumulative effect of a change in accounting principle	$	4.70		$	0.97		$	(0.35	)	$	0.49		$	0.29
Cumulative effect of a change in accounting principle, net of tax		-			-			-			(0.01	)		-
Basic net earnings (loss) per share	$	4.70		$	0.97		$	(0.35	)	$	0.48		$	0.29
Basic weighted average number of shares outstanding		442.7			434.3			382.2			327.8			250.6
Diluted earnings (loss) per common share:
Earnings (loss) from continuing operations before the cumulative effect of a change in accounting principle	$	4.67		$	0.95		$	(0.35	)	$	0.47		$	0.29
Cumulative effect of a change in accounting principle, net of tax		-			-			-			(0.01	)		-
Diluted net earnings (loss) per share	$	4.67		$	0.95		$	(0.35	)	$	0.46		$	0.29
Diluted weighted average number of shares outstanding		445.7			440.3			382.2			360.4			250.6
Balance Sheet Data (at period end):
Cash and cash equivalents	$	1,960.7		$	420.6		$	173.3		$	245.0		$	10.1
Total assets		11,819.8			9,163.6			8,723.0			8,411.5			1,870.5
Total long-term debt (including current maturities)		1,418.3			2,221.9			2,457.4			2,587.9			42.4
Total liabilities		5,088.6			4,979.7			5,192.2			5,198.0			1,028.1
Total stockholders’ equity		6,731.2			4,183.9			3,530.8			3,213.5			842.4
Other Financial Data:
Depreciation, depletion and amortization	$	358.1		$	329.4		$	585.9		$	219.3		$	104.6
Capital expenditures		372.1			292.1			389.5			255.2			162.1

90

SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended May 31, 2008, 2007 and 2006

In millions

Column A	Column B		Column C					Column D			Column E
Description	Balance Beginning of Period		Additions					Deductions			Balance at End of Period (b)
			Charged to Costs and Expenses		Charged to Other Accounts (a)
Allowance for doubtful accounts, deducted from accounts receivable in the balance sheet:
Year ended May 31, 2006	$	20.0	$	7.0	$	0.3		$	(8.2	)	$	19.1
Year ended May 31, 2007		19.1		2.6		4.9			(3.9	)		22.7
Year ended May 31, 2008		22.7		3.6		2.6			(0.3	)		28.6
Income tax valuation allowance, related to deferred income taxes
Year ended May 31, 2006	$	435.6	$	116.9	$	(50.1	)	$	(4.0	)	$	498.4
Year ended May 31, 2007		498.4		0.7		(153.5	)		(29.0	)		316.6
Year ended May 31, 2008		316.6		1.9		(249.6	)		(62.3	)		6.6

^(a) Income tax valuation allowance adjustments include amount recorded to goodwill as part of purchase accounting and translation.

^(b) Allowance for doubtful accounts balance includes $17.8 million, $14.8 million and $10.1 million of allowance on long-term receivables recorded in other long term assets for the years ended May 31, 2008, 2007 and 2006, respectively.

91

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control system is a process designed to provide reasonable assurance to our management, Board of Directors and stockholders regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles (U.S. GAAP), and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations from our management and Board of Directors; and,

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2008. In making this assessment, management used the control criteria framework of the Committee of Sponsoring Organizations (COSO) of the Treadway Commission published in its report entitled Internal Control—Integrated Framework. Based on its evaluation, management concluded that the Company’s internal control over financial reporting was effective as of May 31, 2008. KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this annual report, has issued an auditors’ report on the Company’s internal control over financial reporting as of May 31, 2008.

Remediation of Material Weakness

As discussed in our “Management’s Report on Internal Control Over Financial Reporting” that is incorporated by reference in Part II, Item 9A, in our Annual Report on Form 10-K for the fiscal year ended May 31, 2007, management concluded that as of May 31, 2007, we had ineffective controls over accounting for income taxes that comprised a material weakness in our internal control over financial reporting. Management has been actively engaged in remediation efforts to address this material weakness. These remediation efforts, highlighted below, were specifically designed to address the material weakness identified by management. As a result of its assessment of the effectiveness as of May 31, 2008 of internal control over financial reporting, management determined that the material weakness in our controls over accounting for income taxes no longer existed.

As discussed in our “Management’s Report on Internal Control Over Financial Reporting” that is incorporated by reference in Part II, Item 9A, in our Annual Report on Form 10-K for the fiscal year ended May 31, 2007, management hired a Vice President—Tax in the second quarter of fiscal 2007 who oversaw the following actions taken during fiscal 2008 to remediate the material weakness in our controls over accounting for income taxes:

• Hired several experienced tax professionals, including a Tax Director and Tax Accountants, with significant public accounting and / or public company experience and redefined reporting relationships to improve controls over accounting for income taxes;

92

• Provided additional income tax accounting training and education through internal and external training programs;

• Enhanced internal controls over accounting for income tax through the increased utilization of third party tax service providers for certain tax department needs including the assessment of past tax positions required with the implementation of FASB Interpretation No. 48, Accounting for Uncertainty in Tax Positions; and

• Enhanced controls over the preparation and review of the income tax provision and controls over the reconciliation and analysis of income tax accounts, and conducted testing of these controls to verify their effectiveness.

93

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

The Mosaic Company:

We have audited The Mosaic Company’s internal control over financial reporting as of May 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Mosaic Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Mosaic Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Mosaic Company and subsidiaries as of May 31, 2008 and May 31, 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2008, and our report dated July 28, 2008 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Minneapolis, Minnesota

July 28, 2008

94

EX-21

Exhibit 21

Subsidiary Information for The Mosaic Company

Certain subsidiaries of the Mosaic Company are listed below. Unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” as defined in Regulation S-X promulgated by the Securities and Exchange Commission.

Subsidiary Name	Jurisdiction of Incorporation
Mosaic Canada ULC	Nova Scotia
Mosaic Canada Crop Nutrition, LP	Manitoba
Mosaic Crop Nutrition, LLC	Delaware
Mosaic Esterhazy Holdings Limited	Saskatchewan
Mosaic Fertilizantes do Brasil S.A.	Brazil
Mosaic Fertilizantes Ltda	Brazil
Mosaic Fertilizer, LLC	Delaware
Mosaic Global Dutch Holdings B.V.	Netherlands
Mosaic Global Holdings Inc.	Delaware
Mosaic Global Netherlands B.V.	Netherlands
Mosaic Global Operations Inc.	Delaware
Mosaic Potash Colonsay ULC	Nova Scotia
Mosaic Potash Esterhazy Limited Partnership	Saskatchewan
Mosaic Potash Holdings N.V.	Netherlands Antilles
Mosaic USA Holdings, Inc.	Delaware
The Vigoro Corporation	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

The Mosaic Company:

We consent to the incorporation by reference in the registration statements (Nos. 333-142268, 333-120503, 333-120501, and 333-120878) on Form S-8 of The Mosaic Company of our reports dated July 28, 2008 with respect to the consolidated balance sheets of The Mosaic Company as of May 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 31, 2008, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of May 31, 2008, which reports are incorporated by reference in the May 31, 2008 annual report on Form 10-K of The Mosaic Company.

Our report dated July 28, 2008, refers to the Company’s adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109, on June 1, 2007, Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, on June 1, 2006 and the recognition provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, on May 31, 2007.

/s/    KPMG LLP

Minneapolis, Minnesota

July 28, 2008

EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ R. F. Bentele

Raymond F. Bentele

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ Robert L. Lumpkins

Robert L. Lumpkins

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ F. Guillaume Bastiaens

F. Guillaume Bastiaens

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ Phyllis E. Cochran

Phyllis E. Cochran

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ William R. Graber

William R. Graber

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ Harold MacKay

Harold H. MacKay

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ David B. Mathis

David B. Mathis

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ W. T. Monahan

William T. Monahan

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ J. L. Popowich

James L. Popowich

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ James T. Prokopanko

James T. Prokopanko

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ Steve M. Seibert

Steve M. Seibert

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of The Mosaic Company, a Delaware corporation (the “Company”), hereby constitutes and appoints James T. Prokopanko, Lawrence W. Stranghoener and Richard L. Mack his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, the Annual Report of the Company on Form 10-K for the fiscal year ended May 31, 2008 (the “Annual Report”) under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants unto such attorney and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 16^th day of July, 2008.

/s/ Richard D. Frasch

Richard D. Frasch

EX-31.1

Exhibit 31.1

Certification Required by Rule 13a-14(a)

I, James T. Prokopanko, certify that:

1. I have reviewed this annual report on Form 10-K of The Mosaic Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 28, 2008

/s/    James T. Prokopanko

James T. Prokopanko

Chief Executive Officer and President

The Mosaic Company

EX-31.2

Exhibit 31.2

Certification Required by Rule 13a-14(a)

I, Lawrence W. Stranghoener, certify that:

1. I have reviewed this annual report on Form 10-K of The Mosaic Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 28, 2008

/s/    Lawrence W. Stranghoener

Lawrence W. Stranghoener

Executive Vice President and Chief Financial Officer

The Mosaic Company

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Required by Rule 13a-14(b)

and Section 1350 of Chapter 63 of Title 18 of the United States Code

I, James T. Prokopanko, the Chief Executive Officer and President of The Mosaic Company, certify that (i) the Annual Report on Form 10-K for the year ended May 31, 2008 of The Mosaic Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of The Mosaic Company.

July 28, 2008

/s/    James T. Prokopanko

James T. Prokopanko

Chief Executive Officer and President

The Mosaic Company

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Required by Rule 13a-14(b)

and Section 1350 of Chapter 63 of Title 18 of the United States Code

I, Lawrence W. Stranghoener, the Executive Vice President and Chief Financial Officer of The Mosaic Company, certify that (i) the Annual Report on Form 10-K for the year ended May 31, 2008 of The Mosaic Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of The Mosaic Company.

July 28, 2008

/s/    Lawrence W. Stranghoener

Lawrence W. Stranghoener

Executive Vice President and Chief Financial Officer

The Mosaic Company