8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2005

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-32327	20-0891589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3033 Campus Drive Suite E490 Plymouth, Minnesota	55441
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 918-8270

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are copies of (i) a press release issued by the registrant on December 6, 2005 and (ii) the registrant’s presentation entitled “The Mosaic Company Overview and Fiscal 2006 Outlook” to be made December 7, 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibits furnished herewith. The exhibits listed in the Exhibit Index hereto are being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MOSAIC COMPANY
Date: December 7, 2005	By:	/s/    RICHARD L. MACK
	Name:	Richard L. Mack
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the registrant on December 6, 2005
99.2	Presentation entitled “The Mosaic Company Overview and Fiscal 2006 Outlook” to be made December 7, 2005

EX-99.1

Exhibit 99.1

3033 Campus Drive Suite E490 Plymouth, Minnesota 55441 www.mosaicco.com Tel 800-918-8270 Fax 763-577-2986

Press Release

MEDIA CONTACT:	Linda Thrasher, 763-577-2864
INVESTOR CONTACT:	Douglas Hoadley, 763-577-2867

MOSAIC TO PRESENT AT CITIGROUP CHEMICAL CONFERENCE

ON DECEMBER 7, 2005

PLYMOUTH, MN – December 6, 2005, The Mosaic Company (NYSE: MOS) today announced that Fritz Corrigan, President and Chief Executive Officer of Mosaic, will present at the 16^th Annual Citigroup Chemical Conference in New York on Wednesday, December 7, 2005. The presentation is scheduled for 2:20 p.m. EST and will be Webcast, both live and as a replay. It can be accessed by visiting Mosaic’s web site at www.mosaicco.com/investors.

Corrigan’s presentation will address Mosaic’s outlook for the remainder of fiscal 2006, which will include comments on a recent slowdown in the fertilizer market due to rising energy costs, low grain prices, weaker export markets and delayed purchasing decisions by dealers. As a result, Mosaic’s finished product inventories are expected to increase from recent levels and margins are expected to be under increasing pressure. These conditions are likely to persist in the third quarter, beyond normal seasonal patterns. Mosaic’s fourth quarter, however, is expected to be stronger following the typical crop nutrient seasonal pattern.

In connection with the slowdown in sales, Mosaic recently announced a cutback in the production of finished phosphate products of 400,000 to 600,000 tonnes as well as approximately 200,000 tonnes in its potash business. These reduced operating rates will result in higher costs per tonne of product produced and shipped in the second half of the fiscal year due to higher fixed cost absorption charges. “We will continue to take the necessary steps to manage our inventory levels and balance our supply to meet current purchasing activity, including additional cutbacks if warranted,” Corrigan said.

About The Mosaic Company

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, Mosaic is a single source of phosphates, potash, nitrogen fertilizers and feed ingredients. More information on the company is available at www.mosaicco.com.

###

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, the predictability of fertilizer markets, raw material and energy markets subject to competitive market pressures, changes in foreign currency and exchange rates, international trade risks including, but not limited to, changes in policy by foreign governments and changes in environmental and other governmental regulation. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

EX-99.2

The Mosaic Company

Overview and Fiscal 2006 Outlook

Fritz Corrigan, President & CEO

December 7, 2005

Exhibit 99.2

Thank you and good afternoon. I am Fritz Corrigan, President and CEO of The Mosaic Company.

November 2005

2

Forward -

Looking

Statements

Certain

statements

contained

herein

or

made

today

constitute

“forward-looking

statements”

as

that

term

is

defined

under

the

Private

Securities

Litigation

Reform

Act

of

1995.

Although

we

believe

that

the

assumptions

made

in

connection

with

the

forward-looking

statements

are

reasonable,

these

forward-looking

statements

involve

known

and

unknown

risks,

uncertainties

and

other

factors

that

may

cause

the

actual

results,

performance

or

achievements

of

The

Mosaic

Company,

or

industry

results,

to

be

materially

different

from

those

contemplated

or

projected,

forecasted,

estimated

or

budgeted

in

or

expressed

or

implied

by

such

forward-

looking

statements.

Factors

affecting

forward-looking

statements

may

include,

among

others,

the

ability

to

successfully

integrate

the

former

operations

of

IMC

and

the

Cargill

fertilizer

businesses;

the

ability

to

fully

realize

the

expected

cost

savings

from

the

business

combination

between

IMC

and

the

Cargill

fertilizer

businesses

within

expected

time

frames;

the

ability

to

develop

and

execute

comprehensive

plans

for

asset

optimization

and/or

rationalization;

the

financial

resources

of,

and

products

available

to,

Mosaic’s

competitors;

the

retention

of

existing,

and

continued

attraction

of

additional,

customers

and

key

employees;

changes

in

the

outlook

of

the

nitrogen,

phosphate

or

potash

markets;

changes

in

the

costs

of

raw

materials

or

energy;

the

effect

of

any

conditions

or

restrictions

imposed

on

or

proposed

with

respect

to

Mosaic

by

regulators;

the

effect

of

legislative

or

regulatory

changes

in

jurisdictions

where

Mosaic

operates;

the

ability

of

Mosaic

to

obtain

the

regulatory

permits

necessary

for

the

continued

operation

of

its

businesses

in

a

manner

consistent

with

current

practices

or

anticipated

expansions;

contingencies

related

to

environmental

liability

under

U.S.

federal

and

state

and

foreign

environmental

laws

and

regulations;

adverse

weather

conditions

affecting

our

operations

in

central

Florida

or

the

Gulf

Coast

of

the

United

States,

including

the

impact

of

potential

hurricanes

or

excess

rainfall;

the

rating

of

The

Mosaic

Company’s

and

Mosaic

Global

Holding

Inc.’s

securities

and

the

changes

that

may

occur

in

the

U.S.

securities

markets;

and

the

factors

described

in

our

filings

with

the

SEC,

including

our

quarterly

report

on

Form

10-Q

for

the

fiscal

year

ended

August

31,

2005.

This

presentation

may

not

be

distributed,

reproduced,

or

used

without

the

express

written

consent

of

The

Mosaic

Company.

Safe Harbor Statement

Before we start today, I want to remind you that there are forward-looking statements in this presentation. The remarks made today are based on information and understanding that we believe to be accurate as of today’s date. Actual results may differ from those set forth in the forward looking statements.

November 2005

3

Business Overview

Phosphates

Potash

Nitrogen / Offshore

Financial Outlook

Presentation Outline

Today I’d like to give you an overview of Mosaic, discuss our business segments and our strategy. I will focus especially on the phosphate outlook as you already have heard about the outlook for nitrogen and potash. I’ll also address Mosaic’s priorities for fiscal 2006 and give you an overview of our expectations for the fiscal year. Please note that our fiscal year ends on May 31^st.

November 2005

4

Mosaic Profile

The Company

Formed on October 22, 2004 through the combination of Cargill Crop

Nutrition and IMC Global

Headquartered in Plymouth, MN

Management

CEO and President:  Fritz Corrigan

EVP and CFO:  Larry Stranghoener

Selected the best people from both companies to fill out management

team

Countries where we have assets and/or employees who provide crop

nutrition solutions:

United States and Canada

Argentina, Brazil, Chile, and Mexico in Latin America

China, India, and Thailand

France, Ukraine and Russia in Europe

Services customers in nearly 50 countries.

Locations

Employees

Approximately 8000 employees worldwide

Among the best in the business because they are richly diverse in their

skills, experiences and backgrounds.

Just over one year ago, the combination of Cargill Crop Nutrition and IMC Global was completed. With more than $5 billion in pro forma annual sales, a diversified business portfolio, and a global distribution network, Mosaic emerged as a leader in the crop nutrition industry.

The rationale for creating Mosaic included: synergy savings; a stronger balance sheet for the combined company; a diversified organization with the best attributes of both predecessor companies, and an extensive global production and distribution business.

In addition to those factors, our predecessor companies brought a history of operational excellence to Mosaic, and today, we believe we not only have the right business model, but also the right resources and team to advance our strong market position.

Financially Strong

Low Cost

Diversified

Industry Leader

Positioned to deliver superior returns during the

cyclical swings in global crop nutrient markets

Value Proposition

Our value proposition starts with becoming financially strong. Cargill’s crop nutrition business was contributed with very little debt. Thus, Mosaic’s credit ratings have improved versus IMC’s prior ratings and we intend to further strengthen the balance sheet to achieve investment grade ratings.

We are already a low cost producer, but the combination will result in the opportunity to further reduce costs for our phosphate business. The new company is also more diversified with production of all three major nutrients plus an international distribution system. We are positioned to deliver good financial results.

November 2005

6

Mosaic Net Sales by Business Segment

Potash

22%

Offshore

24%

Phosphate

52%

Nitrogen

2%

9/1/2004 –

8/31/2005   Total Net Sales were $5.1 billion

For the last twelve months ending August 31, 2005, Mosaic’s net sales were $5.1 billion. Approximately half of our net sales were from the Phosphate business with 24% from our Offshore business; 22% from the Potash business segment and 2% from the Nitrogen business.

November 2005

7

Mosaic Operating Earnings by Business Segment

-37.1

8.1

165.1

326.2

-8.8

-100

0

100

200

300

400

LTM

Ending

8/31/2005

Total

Operating

Earnings

-

$453.5

million

This chart shows Mosaic’s operating earnings by business segment. It does not include equity income from Mosaic’s investments in non-consolidated joint ventures, which was $56 million in Fiscal 2005. Potash is our star performer with operating earnings of $326 million, or about two-thirds of the total. Our phosphate business segment had earnings of $165 million or about one-third of earnings.

Nitrogen earnings were $8 million and Offshore earnings were slightly negative due to weak market conditions in Brazil.

One of the reasons for the merger is the opportunity to significantly improve Phosphate’s profitability. We began to see improved phosphate earnings in the fourth quarter of Fiscal 2005 and this continued into our first quarter of 2006.

November 2005

8

Business Overview

Phosphates

Potash

Nitrogen / Offshore

Financial Outlook

Presentation Outline

Next I will discuss Mosaic’s phosphates business along with the global market outlook.

November 2005

9

Top Five Rock Producers  2004

0

5

10

15

20

25

30

OCP

Mosaic

PhosAgro

GCT

PotashCorp

Million Tonnes Rock

Phosphate Rock Production  2004

PhosAgro

6%

OCP

18%

PotashCorp

5%

GCT

5%

Mosaic

14%

Other

52%

Mosaic: The Phosphate Leader

Rock Mining Operations

Mosaic is a leader in the phosphate business. As you can see from this slide, we currently have six active mining locations in Central Florida. These mines are capable of producing 21 million tonnes of phosphate ore that is ready for further processing each year. The combination of mine locations that you see on the map is a result of multiple previous owners each building their own mine capacity. As you might imagine, this creates many of the synergy opportunities we are pursuing.

As you can also see from right side of the chart, our capacity and performance in the mining arena places us second in the world to OCP of Morocco in terms of total tons mined each year, as we account for approximately 14% of global phosphate rock production.

November 2005

10

Phosphate Fertilizer Capacity 2005

Other

68%

OCP

4%

PhosAgro

3%

CF

Industries

3%

Mosaic

18%

PotashCorp

4%

Top Five Phosphate Fertilizer Players by Capacity

2005

0

2

4

6

8

10

12

14

Mosaic

OCP

PotashCorp

PhosAgro

CF Industries

MMT DAP+MAP+TSP+MES

Mosaic: The Phosphate Leader

Phosphate Fertilizer Operations

Mosaic’s Uncle Sam facility produces only

phosphoric acid.  Acid from this facility is

barged to Faustina where it is granulated into

DAP and MAP using ammonia that is

produced on-site.  Mosaic has closed

permanently the smaller acid plant at Faustina

and the granulation plant at Taft.  Both plants

will be dismantled in 2005/06.

Phosphate rock, of course, is the primary building block for the finished crop nutrient products that our customers and their customers – the farmer - can actually use. This is the product that we actually ship.

Mosaic’s capabilities lie in the five manufacturing facilities in Florida as well as one in Louisiana where we produce phosphate products such as DAP, MAP and TSP. The charts to the side show that Mosaic accounted for 18% of world phosphate production in 2005 and approximately 61% of the U.S. total. Mosaic is larger than the next four largest competitors combined and is truly the global phosphate leader.

November 2005

World Processed Phosphate Import Demand

Processed Phosphate Trade

0

5

10

15

20

25

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05E

06F

MMT

Source: Fertecon and Mosaic

Processed Phosphate Import Demand by Region

0

2

4

6

8

10

12

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05E

06F

MMT

Asia

Europe

L Amer

Source: Fertecon and Mosaic

Processed phosphate

includes DAP, MAP and TSP

In 2005, world processed phosphate import demand is projected to decline by around 2% to 21 million metric tonnes.

Brazil has been a slow market in 2005 but this has been partially offset by growth in Asia, particularly India and Pakistan.

In 2006, world import demand is forecast to decline by about 4% to 5% due to a decline in China, a pull-back in India from very high levels and just a modest recovery in Brazil.

November 2005

12

India and Pakistan Processed Phosphate Imports

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

95

96

97

98

99

00

01

02

03

04

05E

06F

Source:  IFA and Mosaic

MMT

India

Pakistan

Strong Growth in India and Pakistan

A key factor in the phosphates market in 2005 has been the strong Asian demand. As already noted, we are seeing a large increase in India’s and Pakistan’s imports. This has been due to strong GDP growth and good monsoons resulting in strong demand growth. In 2005, imports from these countries are projected at 3.5 million tonnes, the highest level since 1999.

We are forecasting a decline of about one million tonnes in 2006 due to higher domestic production in India, though this is still uncertain. In fact, recent reports suggest that we may be conservative and that demand may be stronger in India than indicated in this chart.

November 2005

13

Brazil Market Remains Weak

Brazilian Processed Phosphate Imports

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

95

96

97

98

99

00

01

02

03

04

05E

06F

Source:  ANDA and Mosaic

MMT

TSP

DAP

MAP

In 2003 and 2004, Brazil showed remarkable growth in imports of 47% and 14% respectively. However, imports are expected to decline 40% in 2005 due to the appreciation of the real, lower soybean prices, higher input costs and a severe drought in Southern Brazil. We are projecting a modest recovery in 2006 which could be stronger if the real depreciates or soybean prices rebound.

November 2005

14

Phosphate Export Supply Declining

Processed phosphate

includes DAP, MAP and TSP

Processed Phosphate Export Supply by Region

0

2

4

6

8

10

12

14

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05E

06F

MMT

USA

Africa & Mideast

FSU

Source: Fertecon and Mosaic

The U.S. phosphate industry exported 12 million tonnes of processed phosphate per year during the last half of the 1990s. These exports have dropped to the 9.2 to 9.4 million tonne range since 2000.

As already noted, world phosphate trade is expected to decline 2% in 2005. U.S. processed phosphate exports are projected to be about unchanged at 9.2 million tonnes in 2005.

In 2006, world exports are forecast to decline by about 4% to 5% with U.S. exports declining approximately one million tonnes. As you will see, however, this will be matched by a decline in supply.

November 2005

15

U.S. Phosphates Production Lower

Mosaic announces 400,000 to 600,000 tonnes cutback

from Nov 05 to Mar 06

U.S. Industry events including recent closing of U.S.

Agri-Chem

and Mississippi Phosphates idled Sept 05 –

Jan 06 due to Hurricane Katrina

Mosaic reduces phosphate sales volume guidance by

500,000 tonnes to 9.7 –

10.1 million tonnes for Fiscal

2006

We estimate that Industry capacity will decline by about 1.2 million tonnes of finished phosphate fertilizer and assist in bringing the phosphate market to a balanced situation in 2006. This is, in part, due to the recent closure of the U.S. Agri-Chemical plant in Florida. In addition, Mississippi Phosphates is temporarily idled following damage from Hurricane Katrina.

Finally, Mosaic recently announced temporary production reductions to balance our supply to slow purchasing activity. North American farmers have delayed purchases and the export market has slowed. We do not intend to build high-cost inventories based on record high ammonia prices which would likely result in lower cash margins. As a result, we have chosen to actively manage our inventory, which will help reduce Mosaic’s working capital during this period. However, idling some of our phosphate capacity will result in higher costs per tonne due to additional fixed cost absorption charges.

November 2005

16

U.S. Phosphoric Acid Operating Rate Remains High

U.S. Phosphoric Acid Production and Operating Rate

4

5

6

7

8

9

10

11

12

13

95

96

97

98

99

00

01

02

03

04

05

06F

Fertilizer Year Ending June 30

MMT P

2

O

5

55%

60%

65%

70%

75%

80%

85%

90%

95%

100%

For DAP/MAP/TSP

For Other

Capacity

Operating Rate

Phosphoric acid is the most comprehensive measure of phosphate production. After bottoming at 78% of capacity in 2000/01, the U.S. phosphoric acid operating rate has climbed steadily to the mid-90% range today.

This trend is the result of both permanent plant closures as well as increases in acid production.

Acid output has increased to make more high analysis fertilizer such as DAP, MAP and TSP, but more acid is also required to meet the growing demand for other uses, such as feed phosphates and industrial products. Acid demand for these products has increased from 2.2 million tonnes P2O5 in 2000/01 to 3.0 million tonnes in 2004/05. U.S. idle capacity in 2006 is predicted to be remain low in 2006.

November 2005

17

DAP Prices near record highs

DAP Prices

fob Tampa Vessel

130

150

170

190

210

230

250

270

95

96

97

98

99

00

01

02

03

04

05

06

$ MT

Source: Fertecon

Now let’s look at phosphate prices. DAP prices have been on the rise for the last three years and reached $265 per tonne fob Tampa in July. Prices have remained at these high levels due largely to strong demand from India and Pakistan and the tightening supply/demand balance in the global phosphate market, though we are facing heightened seasonal challenges.

November 2005

18

DAP Market Margins Pressured by Raw Materials

DAP Margin Before Rock

Calculated from Published Spot Prices for a Central Florida Plant

30

40

50

60

70

80

90

100

110

120

130

140

150

85

86

87

88

89

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05

06

$ ST

Source: Fertecon, Green Markets, Mosaic

We manage our business based on margins. This chart shows the DAP market margin, or DAP margin minus sulfur and ammonia costs. Similar to the price trend, the DAP market margin has also been increasing, particularly over the last year and was also recently near a 20-year high – due largely to a strong export market.

Raw material prices and their volatility continue to concern us, however, and are a greater concern today due to the recent increases in natural gas costs. Ammonia prices have recently risen to near $400 per tonne in Tampa and resulted in a decline in the market margin. As already noted, this decline in margins combined with slow demand is one of the reasons why we will temporarily reduce phosphates production at some of our locations in Florida.

November 2005

19

Business Overview

Phosphates

Potash

Nitrogen / Offshore

Financial Outlook

Presentation Outline

I’ll turn now to Potash, where we have a strong position in an attractive industry.

November 2005

20

Export Shipments

3.50 mmt

41% of Total

North American Shipments

5.10 mmt

59% of Total

Top 5 Export Markets

China

Brazil

India

Indonesia

Malaysia

Potash -

World Scale and Low Cost Operations

Potash is a business with good supply - demand fundamentals, strong prices and margins, and good cash flow. We operate four significant mines in Canada as well as two in the United States.

About 59% of our product is shipped into the North American market where Mosaic is a significant market participant.

Mosaic exports the remaining 41% mainly through Canpotex, the export association of Saskatchewan potash producers. Mosaic accounts for about 37% of Canpotex exports and they are expected to have record high exports in calendar 2005.

November 2005

21

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

Rest of the Industry

Mosaic Mines

Source: British Sulphur

Mosaic: Low Cost Operations

Mosaic’s four Canadian facilities rank among

the lowest cost mines worldwide

Mosaic has a good cost structure in this industry, as do all of the Saskatchewan potash producers. Our one higher-cost potash mine produces a profitable specialty product. We have previously announced a 500,000 tonne per year expansion at our Esterhazy mine which is expected to be onstream by the end of next summer.

November 2005

22

2004 Estimated Potash Production by Company

PCS

15.4%

Belaruskali

14.8%

Kali & Salz

11.6%

Uralkali

9.7%

Silvinit

8.2%

APC

3.7%

Agrium

3.3%

Other

7.5%

Mosaic

15.4%

ICL

10.3%

World Potash Production 2004

31,240

MT

K

2

O

Source: IFA & Mosaic

In 2004 Mosaic produced 15.4% of the world’s potash products, about the same as PCS. However, Mosaic produced approximately 580,000 tonnes K2O for PCS in 2004 or almost 2% of the world’s production. So, if you consider the tons toll-produced for PCS, we were the world’s largest potash producer in 2004 and we expect to remain one of the world’s largest producers in 2005.

November 2005

23

Mosaic Announces Lower Potash Production

and Sales Volume

Production reduced by approximately 200,000 million

tonnes per annum

•

Downtime during the upcoming holiday period

•

Lower production at Belle Plaine to reduce high-cost

natural gas consumption

Mosaic Potash sales guidance reduced by 400,000

tonnes to 7.9 –

8.3 million tonnes

Consistent with my prior comments relating to our Phosphate segment, Mosaic recently announced plans to reduce potash production by about 200,000 tonnes, by taking downtime during the upcoming holiday period. In addition we will reduce production rates at our Belle Plaine plant, which is a large consumer of natural gas. The potash market looks balanced, but we are seeing a seasonally slow period right now and so we felt it prudent to reduce our sales outlook for the current fiscal year. While industry inventories are rising, this is compared to record low levels a year ago.

November 2005

24

Potash prices stabilizing at high levels

Cornbelt-Saskatchewan Potash Prices

US$ ST Granular Grade

60

80

100

120

140

160

180

200

220

240

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05

06

Cornbelt

Saskatchewan

Source: Green Markets

Potash prices are at record high levels. Prices were historically quite stable from 1990 to 2002, but the supply/demand situation tightened over the last three years because of high world demand growth. Therefore, prices have steadily climbed since mid-2003.

Demand growth was initially strong in Latin America, mainly Brazil, but this last year the growth has been in Asia, mainly in China. While potash price momentum has slowed, prices are expected to remain high with excellent margins.

No new greenfield potash mines are expected to come on-stream in the medium term, so the potash outlook remains solid.

November 2005

25

Business Overview

Phosphates

Potash

Nitrogen / Offshore

Financial Outlook

Presentation Outline

Our other two business segments are Nitrogen and Offshore.

500,000 metric ton ammonia plant that supplies DAP/MAP granulation

requirements in Louisiana

Faustina

Saskferco

(Equity Earnings of $15 mil for Fiscal 2005

JV with Investment Saskatchewan, Inc. (49%) and Citibank Canada (1%)

Owner and operator of 1.2 million metric ton nitrogen fertilizer

plant

located in Belle Plaine, Sask., across the road from the potash solution

mine

Saskferco capacity totals 1.2 million tonnes of product with a sales mix of

roughly 880,000 tonnes of granular urea, 230,000 tonnes of 28% UAN

solution, 50,000 tonnes of MicroGran feed urea and 30,000 tonnes

of

ammonia

Highly energy efficient facility

Strong North American Nitrogen Position

Mosaic has a good North American Nitrogen position, primarily through our 50% equity investment in Saskferco – a nitrogen plant strategically located in Saskatchewan.

This facility has a competitive cost position as it is highly energy efficient, plus it is able to purchase lower price natural gas compared with U.S. plants. We earned $15 million in equity earnings from this investment in 2005.

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Distribution assets including port terminals, bagging lines,

warehouses and blending/NPK plants in Argentina, Brazil, Canada,

Chile, China, India, Thailand, Ukraine and the United States

Approximately 1.0 million tonnes of owned storage capacity at two

dozen facilities worldwide

SSP and feed phosphate production in South America and NPK

compound production and bulk blending plants in China

Strategic Equity Stakes (Equity earnings of $39 mil in fiscal 2005)

20% equity stake in Fosfertil, the largest phosphate and

nitrogen producer in Brazil.

35% equity stake in a 660,000 tonne DAP granulation plant

in Haikou, China

Offshore –

Global Footprint in Attractive Markets

Our Offshore business segment differentiates Mosaic from our North American competitors. We have a large global production and distribution footprint in key growth markets, particularly in Latin America and Asia. It includes approximately one million tonnes of storage capacity at two dozen facilities worldwide.

In addition, we have SSP and feed production in Brazil and NPK compound and bulk blending plants in China. Finally, note that we had equity earnings of $39 million in this segment due to our equity positions in production facilities in Brazil and China.

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Distribution –

A Competitive Advantage

Capturing time and place utility

Squeezing inefficiencies out of the supply

chain

Adding value by delivering crop nutrition

solutions

Harvesting market intelligence

Our distribution business today is a low margin business which nonetheless produces attractive returns on capital due to low capital intensity. Longer term, we believe there is a substantial opportunity to capture more value “Beyond the plant gate.” By combining our considerable agricultural experience and knowledge with our extensive global infrastructure, we believe we can better manage the inherent seasonality of the business, squeeze significant inefficiencies out of the supply chain, and deliver higher value solutions. All while harvesting useful market intelligence.

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Business Overview

Phosphates

Potash

Nitrogen / Offshore

Financial Outlook

Presentation Outline

I will end with a brief financial review and outlook.

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Fiscal 2006 First Quarter Highlights

Net sales of $1.4 billion

Net earnings of $76.1 million

Improved Phosphate segment results with net sales of $865

million and operating earnings of $107 million

Strong Potash segment with net sales $268 million and

operating earnings of $99 million

Offshore net sales of $340 million and operating loss of $8

million

Equity earnings of $14 million from Brazil, China and

investment in Saskferco

For the first quarter of 2006 ended August thirty first, we earned $76.1 million or $0.18 per share with net sales of $1.4 billion.

During the first quarter, our Phosphate business showed continued improvement with earnings of $107 million, aided by a strong pricing environment and good market fundamentals.

Our Potash business continues to benefit from record high prices with earnings of $99 million. Sales volumes were soft in the quarter due to seasonal factors, including planned maintenance and expansion downtime.

Mosaic’s Offshore business segment had an operating loss of $8 million in the first quarter, mainly the result of continued poor farm economics in Brazil, which we hope will slowly improve in calendar year 2006. Finally, our investments in non-consolidated companies contributed $14 million for the quarter, an increase of 45% compared with a year ago.

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31

Mosaic’s Balance Sheet Highlights

42.8%

$6.1 million

$3.5 billion

$2.6 billion

Debt:Capital Ratio

Total Capital

Total Equity

Total Debt

8-31-05

I would like to quickly highlight some of Mosaic’s balance sheet information as information of August 31, 2005. Our total debt was $2.6 billion and total capital was $6.1 billion giving us a debt-to-capital ratio of 42.8%. One of our key goals is to strengthen the balance sheet and achieve investment grade ratings.

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Fiscal 2006 Mosaic Financial Outlook

Phosphate sales volume of 9.7 to 10.1 million tonnes

Potash sales volume of 7.9 to 8.3 million tonnes

S,G&A cost projected at about $60 million per quarter,

including new ERP costs

Interest cost expected about $40 million per quarter including

about $12 million of amortization credit

Capital Expenditures expected of $350 to $400 million

including some synergy projects

Equity Earnings projected to range from $35 to $50 million

Focus on generating cash and lowering costs, including

synergy capture

For 2006, we are focused on earnings and cash generation. We are projecting phosphate sales volumes of 9.7 to 10.1 million tonnes for fiscal 2006 which is down 500,000 tonnes compared to our prior guidance. For potash, we are projecting sales of 7.9 to 8.3 million tonnes for fiscal 2006, down 400,000 tonnes compared with our prior guidance.

The fertilizer market has cooled off in the past several weeks due to rising energy costs, low grain prices, a slow export market, and customer decisions to delay crop nutrient purchasing. Fertilizer sales have been slow, even taking into account normal seasonal patterns. As a result, fertilizer inventories are rising and margins are under pressure. These conditions could persist in the third quarter. Mosaic’s fourth quarter, however, is expected to be stronger following the typical crop nutrient season pattern.

S,G&A costs are projected to be about $60 million per quarter. As we have noted before, S,G&A costs will benefit from the implementation of a new enterprise resource planning system, which is on track for a summer implementation. This system will allow us to eliminate duplicate systems, and greatly streamline business processes.

Our interest costs are expected to average about $40 million per quarter and this includes about $12 million per quarter of an amortization credit.

Capital expenditures are expected to be in about $350 to $400 million including some synergy projects. Finally, equity earnings are projected to range from $35 to $50 million for Fiscal 2006.

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Sensitivities

($ in millions, except per share data)

Change

Earnings    

($ in millions)

EPS

Marketing

MOP Price ($/tonne)

$10

$54.6

$0.07

Potash Volume (000 tonnes)

500

$37.5

$0.05

DAP Price ($/tonne)

$10

$100.0

$0.13

Phosphate Volume (000 tonnes)

500

$10.0

$0.01

Raw Materials

Sulfur ($/lt)

$5

$23.9

$0.03

Ammonia ($/mt)

$10

$13.6

$0.02

Natural Gas ($/mmbtu)

$1.00

$31.2

$0.04

Note that our results can vary widely based upon external trends, as shown by this sensitivity analysis. Clearly, the most upside potential is for our phosphates business. The one raw material that is not on this chart over which we have direct control – rock cost – is an area that is getting significant focus and attention.

As noted earlier, high natural gas prices are a concern as it results in slightly higher costs. In our potash business, natural gas has accounted for about 17% of Mosaic’s cost structure. These energy costs will rise but the Potash business is expected to continue to show high margins. The main impact of higher natural gas on our phosphates business is on the price of ammonia. Today, ammonia accounts for about 40% of the cost per tonne of DAP.

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Mosaic Management Priorities

Focus on Execution & Cash Flow Generation

Cash flow generation

Grow our successful potash business

Harvest cost synergies

Reduce phosphate mining and processing costs

Pay down debt –

achieve investment grade status

Demonstrate market leadership

Show operating discipline

Earn the right to grow

In conclusion, let me note that Mosaic has an experienced management team that is driven to deliver superior returns during the industry’s cyclical swings. Our immediate priorities are to harvest the cost synergies and reduce phosphate mining and processing costs. We plan to grow our successful potash business, including the expansion of capacity at Esterhazy.

We are committed to delivering significant annual run rate synergy savings from the combined operation with a total of $145 million by the end of fiscal 2007.

Superior execution means we also are focused on strengthening our balance sheet. Our goal is to become an investment grade company as soon as possible. To reach that goal, we are placing a major emphasis on: improving net cash flow; reducing working capital; and, paying down our debt.

We plan to earn the right to grow. This means we need to further strengthen our balance sheet, complete our merger integration and reduce costs, as we work toward achieving our vision of becoming a global, low-cost producer of crop nutrients.

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http://www.mosaicco.com

I am excited about Mosaic’s prospects. We’ve made good progress during the past year, but realize this is just one step toward our full potential. Thank you.