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): February 7, 2006

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 Exhibit 99.1 and incorporated by reference herein is a copy of a presentation entitled “The Mosaic Company – Overview and Outlook” being made by the registrant on February 7, 2006.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibit furnished herewith. The exhibit listed in the Exhibit Index hereto is 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: February 7, 2006	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	Presentation entitled “The Mosaic Company – Overview and Outlook” being made by the registrant on February 7, 2007

EX-99.1

The Mosaic Company

Kevin F. Brindley

Vice President, Treasurer

February 7, 2006

JPMorgan High Yield Conference

Miami, FL

Overview and Outlook

Exhibit 99.1

Good Afternoon. I am Kevin Brindley, the Treasurer of the Mosaic Company. We are a fairly new company with a great story to tell and I’m pleased to be here with you this afternoon.

1

February 7, 2006

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

quarter

ended

November

30,

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.

2

February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

Presentation Outline

Today I’d like to give you an overview of Mosaic including a review of our business segments. I’ll also address Mosaic’s current debt profile and our priorities for the remainder of fiscal 2006. Please note that our fiscal year ends on May 31^st.

3

February 7, 2006

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 15 months 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.

4

February 7, 2006

Mosaic Net Sales by Business Segment

Offshore

22%

Phosphate

54%

Nitrogen

1%

Potash

23%

December 2004-November 2005 Total Net Sales $5.5 Billion

For the last twelve months ending November 30th, 2005, Mosaic’s net sales were $5.5 billion. Approximately half of our net sales were from the Phosphate business with 23% from the Potash business segment; 22% from our Offshore business; and 1% from the Nitrogen business.

5

February 7, 2006

Mosaic Net Sales by Country

Other

21%

Canpotex

7%

Brazil

15%

China

8%

United States

32%

India

12%

Canada

2%

Argentina

3%

December 2004-November 2005 Total Net Sales $5.5 Billion

As far as the markets we serve, North America represents approximately 1/3 of our sales, with Brazil at 15% and India and China at a combined 20% of our sales. The 7% Canpotex amount covers our potash exports through Canpotex (the export association for Saskatchewan potash producers).

As you can see we serve a diversified market in both the northern and southern hemispheres.

6

February 7, 2006

Mosaic Operating Earnings by Business Segment

-42.3

9.3

232.0

414.2

-31.1

-100

0

100

200

300

400

500

LTM

Ending

11/30/2005

Total

Operating

Earnings

-

$582.1

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 $57.4 million on an LTM basis ending November 2005.

Potash is our star performer with operating earnings of $414 million. Our phosphate business segment had earnings of $232 million.

Nitrogen earnings were $9 million and Offshore earnings were a negative $31 million primarily 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 has continued into our first half of 2006.

7

February 7, 2006

Fiscal 2006 First Half Highlights

Net sales of $2.9 billion

Net earnings of $131.1 million

Improved Phosphate segment results with net sales of

$1.6 billion and operating earnings of $149 million

Strong Potash segment with net sales $577 million and operating

earnings of $210 million

Offshore net sales of $808 million and operating loss of

$14 million

Equity

earnings

of

$27

million

from

Brazil,

China

and

investment

in

Saskferco

For the first half of 2006 ended November 30th, we earned $131.1 million or $0.30 per share on net sales of $2.9 billion.

During the first half, our Phosphates business showed year over year improvement with earnings of $149 million, aided by a strong pricing environment in the summer and early fall. The market has subsequently weakened in our third fiscal quarter.

Our Potash business continues to benefit from record high prices with earnings of $210 million. Sales volumes are soft but pricing appears to be holding.

Mosaic’s Offshore business segment had an operating loss of $14 million in the first half, 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 $27 million in the first half, up slightly compared with the same period in fiscal 2005.

8

February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

Presentation Outline

The first business segment I would like to talk about is our largest in terms of sales: Phosphates.

9

February 7, 2006

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.

10

February 7, 2006

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.

11

February 7, 2006

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.

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.

12

February 7, 2006

U.S. Phosphates Production Lower

Mosaic announced 600,000 tonnes cutback for fiscal

2006

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

Agri-Chem

and Mississippi Phosphates idled

September 2005 –

January 2006 due to Hurricane

Katrina

Mosaic reduces phosphate sales volume guidance by

500,000 tonnes to 10.6 –

11.1 million tonnes

(including

feed ingredients) 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.

Finally, Mosaic previously announced temporary production reductions , including the temporary idling of mining capacity in order to balance our supply to the slow purchasing activity we are experiencing.

North American farmers have delayed purchases and the export market has slowed. High-cost inventories based on high ammonia prices 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 and mines will result in higher costs per tonne due to additional fixed cost absorption charges.

13

February 7, 2006

DAP Prices Near Record High

DAP Prices

fob Tampa Vessel

100

120

140

160

180

200

220

240

260

280

90

91

92

93

94

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.

14

February 7, 2006

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, over the last few years and last summer was 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 volatility and high natural gas costs. Ammonia prices were near $400 per tonne in Tampa in December and this 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 have temporarily reduced phosphates production at some of our locations in Florida. Ammonia prices have recently pulled back to the $360/tonne range.

We continue to closley monitor the situation, and if needed will take additional actions.

15

February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

Presentation Outline

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

16

February 7, 2006

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.

One of our mines has recently been in the news. On January 29^th we had a fire at our Esterhazy mine, and 72 miners had to resort to refuge stations, until they could be safely evacuated from the mine on the 30^th. Initial estimates of the damage are less then $1 million, and we have been cleared by the province to restart the mine.

About 60% of our product is shipped into the North American market where Mosaic is a significant market participant.

Mosaic exports the remaining approximately 40% mainly through Canpotex, the export association of Saskatchewan potash producers. Mosaic accounts for about 37% of Canpotex exports.

17

February 7, 2006

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 that when 2005 numbers are available we will have continued to be one of the world’s largest producers.

18

February 7, 2006

Mosaic Announces Lower Potash Production

and Sales Volume

Production reduced by approximately 400,000 tonnes

per

annum

-

Downtime during the holiday period

-

Lower production at Belle Plaine to reduce high-cost

natural gas consumption

Mosaic Potash sales guidance reduced by 400,000

tonnes to 7.8 –

8.2 million tonnes

Consistent with my prior comments relating to our Phosphate segment, in December, Mosaic announced plans to reduce potash production by about 400,000 tonnes, by taking downtime during the 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.

19

February 7, 2006

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 and volumes are expected to be down, prices are expected to remain high with excellent margins.

20

February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

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 $19 million in equity earnings from this investment on an LTM November basis.

22

February 7, 2006

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 $37 million in this segment LTM November ‘05 due to our equity positions in production facilities in Brazil and China.

23

February 7, 2006

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 historically 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.

24

February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

Presentation Outline

Now I would like to turn to an area that is of special interest to me as the Treasurer, and probably most of the people in this room: our debt position and opportunities.

25

February 7, 2006

Financial Highlights for November 2005

$2.5 Billion

2.75 X

$908.8 Million*

$5.5 Billion

Debt

Debt/EBITDA

EBITDA

Sales Revenue

* Reconciliation to US GAAP

Net Earnings

$264.0

Interest

$217.3

Income Taxes

$186.4

D,D&A

$312.1

Amortization (contracts & fees)

($71.0)

EBITDA Total

$908.8

•      On an LTM basis, Mosaic generated EBITDA of over $900 million on sales of $5.5 billion.

•      Our leverage ratio has improved to 2.75x as of November ‘05, compared with an approximately 3x leverage ratio as of May ‘05

26

February 7, 2006

Mosaic’s Balance Sheet Highlights

41.0%

$6.1  billion

$3.6 million

$2.5 million

Debt: Capital Ratio

Total Capital

Total Equity

Total Debt

•      As far as capitalization goes, we continue to improve our balance sheet.

•      Our debt is declining and our equity is increasing. Debt to total capital as of November is down to 41%, compared to our May ‘05 value of 45%

27

February 7, 2006

Debt Maturity Schedule as of 11/30/05

$62

$28

$317

$409

$34

$1,464

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

& beyond

This chart shows the natural maturity of our debt. This is an attractive schedule as there is no imminent requirement for Mosaic to pay down its debt in the short term.

28

February 7, 2006

Debt Call Dates Schedule as of 11/30/05

0

100

200

300

400

500

600

700

800

900

FY

'06

FY

'07

FY

'08

FY

'09

FY

'11

FY

'19

FY

'23

FY

'28

PLP 7.0%

11.25% due 6/2011;

callable at 6/06

10.875% due 8/2013; callable at 8/2008

10.875% due 6/2008

9.45%

7.375%

7.70%

7.30%

Phoschem

6.875%

Call dates for our debt are indicated on this chart and not surprisingly we are actively reviewing our options.

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February 7, 2006

Long Term Financial Goals

Low cost access to the credit markets

Investment grade credit rating

Laddered maturity schedule

Fixed / floating mix that takes advantage of yield curve while

balancing risk to interest rate volatility

Flexible capital structure capable of taking advantage of

industry cycles

Our long term balance sheet objective is to maintain a flexible capital structure which allows us to take advantage of industry cycles, while preserving low cost access to credit markets. To do this, we believe it is important to achieve and maintain an investment grade rating, to maintain a laddered maturity schedule, and to maintain an appropriate fixed/floating rate mix.

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February 7, 2006

Short Term Financial Goals

Reduce cash interest

Address near-term financing needs/opportunities

Obtain greater operational flexibility, selectively address

covenant restrictions as needed

Optimize international funding structure

Achieve investment grade credit rating

Shorter term, we are evaluating opportunities to reduce our high cash interest expense bill.

As call dates approach, we are considering debt reduction and refinancing opportunities.

We are motivated to continue to strengthen our balance in the near term.

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February 7, 2006

Business Overview

Phosphates

Potash

Nitrogen/Offshore

Debt Management

Outlook/Conclusion

Presentation Outline

I will end with a brief outlook on fiscal ’06.

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February 7, 2006

Fiscal 2006 Mosaic Financial Outlook

Phosphate sales volume (including feed ingredients) of 10.6 to

11.1 million tonnes

Potash sales volume of 7.8 to 8.2 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 10.6 to 11.1 million tonnes for fiscal 2006 which is down 600,000 tonnes compared to our prior guidance. For potash, we are projecting sales of 7.8 to 8.2 million tonnes for fiscal 2006, down 400,000 tonnes compared with our prior guidance.

The fertilizer market has cooled off due to 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 are likely to 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 we have pushed out to a fall implementation in order to have sufficient resources devoted to SOX and an expected strong volume spring. This ERP 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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February 7, 2006

Sensitivities

Marketing

MOP Price ($/tonne)

$10

$54.6

Potash Volume (000 tonnes)

500

$37.5

DAP Price ($/tonne)

$10

$100.0

Phosphate Volume (000 tonnes)

500

$10.0

Raw Materials

Sulfur ($/lt)

$5

$23.9

Ammonia ($/mt)

$10

13.6

Change

Earnings

(in millions)

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 may rise but the Potash business is expected to continue to show high margins. The main impact of high 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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February 7, 2006

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 judiciously grow our successful potash business, as can be seen with our ongoing 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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February 7, 2006

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.