The Mosaic Company (MOS) 8-K Mosaic and Cargill Agree to Split-off and Orderly

The New Horizon:

A Fully Independent Mosaic

January 18, 2011

Jim Prokopanko

–

President and Chief Executive Officer

Larry Stranghoener

–

Executive Vice President and Chief Financial Officer

Rich

Mack

–

Executive

Vice

President

and

General

Counsel

Christine

Battist

–

Director,

Investor

Relations

www.mosaicconewhorizon.com

Exhibit 99.2

Safe Harbor Statement

2

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not

limited to, statements about the proposed transaction, the terms and the effect of the proposed transaction, the nature and impact of the proposed transaction,

capitalization of The Mosaic Company following completion of the proposed transaction, benefits of the proposed transaction; future strategic plans  and other

statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management

and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to risks and uncertainties arising from the possibility that

the closing of the transaction may be delayed or may not occur; the expected timeline for completing the transaction; difficulties with realization of the benefits of the

proposed transaction; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that

are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients;

changes in foreign currency and exchange rates; international trade risks; changes in government policy; changes in environmental and other governmental regulation,

including greenhouse gas regulation and implementation of the U.S. Environmental Protection Agency’s numeric water quality standards for the discharge of nutrients

into Florida lakes and streams; further developments in the lawsuit involving the federal wetlands permit for the extension of the Company’s South Fort Meade, Florida,

mine into Hardee County, including orders, rulings, injunctions or other actions by the court or actions by the plaintiffs, the Army Corps of Engineers or others in relation

to the lawsuit, or any actions the Company may identify and implement in an effort to mitigate the effects of the lawsuit; other difficulties or delays in receiving, or

increased costs of, or revocation of, necessary governmental permits or approvals; the effectiveness of the Company’s processes for managing its strategic priorities;

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

of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other

environmental obligations, or Canadian resource taxes and royalties; accidents and other disruptions involving Mosaic’s operations, including brine inflows at its

Esterhazy, Saskatchewan, potash mine and other potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals, as well as

other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ

from those set forth in the forward-looking statements. 

Important Information

In connection with the proposed transaction, a registration statement on Form S-4 that

will include a proxy statement/prospectus for the stockholders of The Mosaic Company

will

be

filed

with

the

Securities

and

Exchange

Commission.

The

Mosaic

Company

will

mail

the

final

proxy

statement/prospectus

to

its

stockholders.

INVESTORS

AND

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT

BECOMES AVAILABLE. IT WILL CONTAIN IMPORTANT INFORMATION.

Investors

and security holders may obtain a free copy of the proxy statement (when available) and

other documents filed by The Mosaic Company at the Securities and Exchange

Commission’s

web

site

at

http://www.sec.gov.

Certain Information Regarding Participants:

The Mosaic Company and its directors, executive officers and other members of its

management

and

employees

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies from its stockholders in connection with the proposed transaction.

Information

concerning the interests of The Mosaic Company’s participants in the solicitation is set

forth in The Mosaic Company’s proxy statements and Annual Reports on Form 10-K,

previously filed with the Securities and Exchange Commission, and in the proxy

statement relating to the transaction when it becomes available.

3

Transaction Overview and Benefits

•

Enables Cargill to accomplish several objectives:

–

Maintain its private company status while meeting the diversification and distribution needs of the Charitable Trusts

–

Enhance its credit profile and increase its financial flexibility

–

Align its compensation plans and management focus with the businesses Cargill directly manages

•

Enhances

Mosaic

long-term

strategic

and

financial

flexibility

by

facilitating

exit

of

majority

shareholder

•

Increases Mosaic’s public float -

improving attractiveness of stock

–

Greater stock liquidity

–

Removes Cargill overhang

–

Satisfies public float criteria for potential future inclusion in S&P 500 index

•

Provides for orderly disposition of Cargill’s Mosaic shares

•

Number of outstanding Mosaic shares unchanged; no dilution to earnings per share 

•

Mosaic’s robust balance sheet remains intact and operations unchanged

•

Cargill remains confident about Mosaic’s future

4

Mosaic well positioned to capitalize on unique competitive

advantages & positive industry outlook

Transaction Structure  

5

Step 1: 

Recapitalization

•

Mosaic to recapitalize its

shares into three classes

–

Common shares, Class A

shares and Class B shares

–

Class B shares are high-

vote shares solely with

respect to the election of

directors to comply with tax

rules regarding split-offs

–

Class A and Class B

shares will not trade

publicly

Step 2: 

Split-Off and Debt

Exchange

•

Cargill exchanges

approximately 179 million

Mosaic shares in a split-off

transaction with the

Charitable Trusts and other

participating Cargill

shareholders

•

Cargill expected to

exchange its remaining

approximately 107 million

Mosaic shares with Cargill

debt holders in one or more

debt for equity exchanges

Step 3: 

Orderly Disposition

•

An orderly disposition of

shares

–

Up to approximately 157

million shares expected to

be distributed in the first 15

months following Closing,

including approximately

107 million shares to be

held by Cargill debt

holders and approximately

50 million shares to be

held by the Charitable

Trusts

Cargill to distribute its ~286 million share stake in Mosaic.

Transaction has three key steps:

Share amounts to be exchanged with Cargill shareholders and to be exchanged with debt holders represent estimates.

Step 1:  Recapitalization

•

Cargill’s ~286 million Mosaic shares will be recapitalized into three new classes to comply

with tax rules regarding tax-free split-offs. 

–

Approximately 179 million shares are expected to be distributed to Cargill’s shareholders

•

Represents

a

voting

interest

of

at

least

80%

solely

with

respect

to

the

election

of

Mosaic

directors

–

Cargill’s

remaining

107

million

shares

are

expected

to

be

exchanged

with

Cargill’s

debt

holders

6

2.

Class

A

Restricted

Shares

–

~60

million

shares

•

Same voting and economic rights as common shares

•

Subject to transferability restrictions and not publicly traded

3.  Class

B

Restricted

Shares

–

~111

million

shares

•

10 votes per share solely for election of Mosaic’s directors, otherwise same voting and economic rights as common

shares

•

Subject to transferability restrictions and not publicly traded

•

Identical to Mosaic’s existing publicly traded common stock

1.

Common Shares –

~115 million shares

•

Number of outstanding Mosaic shares remains ~446 million and transaction not dilutive to

EPS

•

No change to economic rights of common stock

Amount of shares to be exchanged with Cargill shareholders and debt holders represent estimates

Step 2:  Split-Off

The Mosaic Company

~446 million shares

Current Mosaic Public Float

~160 million shares

Cargill

~286 million shares

115 M Common, 60 M Class A,

111 M Class B

Exchanging Cargill Shareholders

~179 million shares

8 M Common, 60 M Class A,

111 M Class B

Cargill

~107 million shares

(expected to be exchanged

with Cargill debt holders)

All Common

Other Cargill

Shareholders

~69 million shares

All Class B

Charitable Trusts

~110 million shares

8 M Common, 60 M Class A, 

42 M Class B

7

Amount of shares to be exchanged with Cargill shareholders and debt holders represent estimates

Step 3:  Orderly Disposition

•

Up to approximately 157 million Mosaic shares expected to be sold following recap/split-off:

–

Cargill debt holders (approximately 107 million shares received in debt for equity exchanges)

–

Charitable Trusts (approximately 50 million shares)

•

Initial

Formation

Offering

to

occur

at

closing

of

split-off:

–

Expected to consist of at least half of the 157 million shares

–

Charitable Trusts entitled to sell at least 7 million shares

–

Cargill debt holders to sell the remainder

–

Expected to bring Mosaic’s public float above 50%, satisfying public float criteria for potential inclusion in the S&P 500

•

Second

Formation

Offering

to

occur

upon

expiration

of

Initial

Formation

Offering

lock-ups

(expected

6

–

9

months

after

Closing):

–

Charitable Trusts entitled to sell at least 7 million shares

–

Cargill debt holders expected to sell remainder of the 107 million shares not sold in the Initial Formation Offering

•

If

Charitable

Trusts

have

sold

less

than

approximately

50

million

shares

in

the

first

two

Formation

Offerings,

Mosaic

may

conduct

up

to two more underwritten, public Formation Offerings

•

One-third of remaining Mosaic shares held by Charitable Trusts (~60 million) and other Cargill shareholders (~69 million) become

transferrable each year and eligible to be sold in demand registrations in three equal annual installments beginning on the 2.5 year

anniversary of close of Initial Formation Offering

•

Mosaic may grant early releases from the lock-up after the 2-year anniversary of the Closing

8

Formation Offerings – Within 15 months after Closing

Post-Formation Offerings – 2+ years after Closing

Timing of Closing and Formation Offerings

•

Proxy Statement to be filed with the Securities and Exchange Commission in early

February 2011.

•

Mosaic to call Special Meeting of Stockholders to seek approval of the transaction

from minority (non-Cargill) shareholders approximately one month after Proxy

Statement has been cleared by the SEC.

•

Closing of split-off, the initial debt exchange and the Initial Formation Offering will

occur within 60 days of shareholder approval, unless extended by

parties. 

•

Closing and Initial Formation Offering expected in second quarter of calendar

2011. 

•

Second Formation Offering (and others, if needed) to occur upon the expiration of

the applicable lock-up period(s) within 15 months post-closing.

9

Governance and Corporate Matters

•

Governance

Agreements

have

been

entered

into

with

the

Charitable

Trusts

and

each

Cargill

shareholder who is expected to receive a 5 percent or greater ownership interest in Mosaic

after the split-off:

–

Governance

Agreements

provide

for

certain

standstill,

voting

and

other

restrictions

that

afford

considerable

protection

for

Mosaic common shareholders

•

Common Stock Structure:

–

Economic rights the same across all share classes

–

Facilitates orderly exit of Cargill as a majority shareholder and creates a non-majority share structure

•

Charitable Trusts expected to have largest voting percentage (for matters other than election of directors) after the

Initial Formation Offering, but not a majority

–

Mosaic’s Board of Directors may consider submitting a proposal to stockholders to convert high vote Class B Shares into

regular voting Class A Shares

•

Certain Conditions Regarding Mosaic’s Corporate Activities:

–

Mosaic subject to agreements with Cargill and/or the Charitable Trusts would have to be factored into certain corporate

initiatives for 2 years. For instance:

•

Certain rules apply to Mosaic in merger and acquisition activities

•

Generally restricted from doing share repurchases from public shareholders for 2 years

•

Ability

to

issue

new

equity

subject

to

a

basket

of

approximately

40

million

shares

–

Mosaic does not expect these agreements to have any material impact on operations or execution of business strategy

•

No Current Plans to Change Composition of Mosaic’s Board of Directors

10

Approvals and Other Considerations

Completed Actions:

–

Transaction reviewed and approved by Special Committee (comprised entirely of independent

directors) of Mosaic’s Board of Directors

–

Approved by Cargill’s Board of Directors and the Charitable Trusts

–

Private Letter Ruling issued by IRS regarding tax-free nature of transaction

Pending Approvals:

–

Approval by majority of Mosaic's minority (i.e., non-Cargill) shareholders

–

Other

customary

regulatory

approvals

–

e.g.,

Hart-Scott-Rodino

Break-Up Fee:

–

Cargill reserves the right to terminate transaction at any time prior to the Initial Formation Offering

–

If terminated, $200 million to be paid to Mosaic’s public shareholders under certain cancellation

conditions

11

Best Positioned Company in Crop Nutrient Sector

•

Largest

combined

phosphate

and

potash

player

in

the

world

–

poised

to

benefit

from strong current and projected industry fundamentals

•

Rock solid balance sheet with large net cash position

•

Strong operating cash flows provides ample flexibility and firepower

•

Experienced and respected management team

12

Momentum Continues in 2011

Strategic Priorities

Mosaic’s business is driven by strong long-term industry fundamentals and we have a

clear strategy to capitalize on this growth opportunity:

•

Potash

–

Grow

Volume

–

Aggressive expansion plans underway to grow flagship business and continue as one of the world’s

preeminent  potash companies

–

Economically

attractive

brownfield

expansions

–

Significant potash reserves

•

Phosphates

–

Grow

Value

–

Operational excellence focus to maintain low cost position

–

Leverage scale and geographic location advantages

–

Significant phosphate reserves

•

International

distribution

footprint

synergistic

with

North

American

production

assets

13

We Help the World Grow the Food It Needs

Key Takeaways

•

Mosaic

to

become

fully

independent

company;

significant

investor

interest

in

our

sector

and

in

Mosaic

means

sufficient demand exists to expand our shareholder base  

•

Mosaic’s vision is to be recognized as the world’s best crop nutrition company; existing business strategy

and overall performance is driving us toward that goal

•

Transaction provides Mosaic with a free hand to control its own destiny, improving Mosaic’s long-term

strategic and financial flexibility

•

Transaction

has

been

well

thought

out

and

provides

for

an

orderly

disposition

of

shares

–

increasing

public

float and attractiveness of Mosaic stock

–

Removes uncertainty of majority shareholder

–

No change in number of shares outstanding

–

No dilution to EPS

•

No change in the attractive underlying fundamentals of our business: 

–

No impact on operations

–

Robust balance sheet remains intact, no impact on operating potential

–

No expected change in credit ratings

•

Mosaic is well positioned to capitalize on positive outlook for the industry and create significant

shareholder value.

14

Q&A

Appendix

Capital Structure Post-Recapitalization

Current

1. Recapitalization

2. Split-off

Common

%

Common

Class A

Class B

Common

Class A

Class B

Economic

%

Voting %

Public shareholders

160

36%

160

160

36%

11%

Cargill

286

64%

115

60

111

107

24%

7%

Charitable trusts

8

60

42

25%

34%

Other Cargill shareholders

69

15%

48%

Total

446

100%

275

60

111

275

60

111

100%

100%

3. Orderly Disposition -

Pro forma for all Formation Offerings

Common

Class A

Class B

Economic %

Voting %

Public

shareholders

-

Current

160

36%

11%

Public

shareholders

-

New

157

35%

11%

Public

shareholders

-

Total

317

71%

22%

Charitable trusts

18

42

14%

30%

Other Cargill shareholders

69

15%

48%

Total

317

18

111

100%

100%

Split-off

Requirements

~40%

economic

value

>80%

voting

for

board

Formation offering

in first 15 months:

Up to approximately

157

mm

shares

Possible post-

formation

offerings after 2

years

129

mm

shares

17

Share

amounts

to

go

to

exchanging

Cargill

shareholders

and

to

be

exchanged

with

debt

holders

represent

estimates.

Actual to be based on Mosaic share price and Cargill valuation at time of split-off