Mosaic and Cargill Agree to Split-off and Orderly Distribution of Cargill Stake in Mosaic

The Mosaic Company (NYSE: MOS), one of the world′s leading providers of
crop nutrients and feed ingredients for the global agriculture industry,
and Cargill, a privately held international producer and marketer of
food, agriculture, financial and industrial products and services, today
jointly announced a transaction that would result in the distribution of
Cargill′s 64 percent stake, or 286 million share position, in Mosaic to
Cargill′s shareholders and debt holders.

The transaction will enable Cargill to accomplish several important
objectives, including maintaining its status as a private company while
meeting the diversification and distribution needs of the charitable
trusts and foundation (collectively the 'Charitable Trusts?) formed
through the estate planning of Margaret A. Cargill, one of Cargill′s
largest shareholders, who died in 2006. The transaction also will
enhance Cargill′s credit profile and ensure that the company′s financial
results, compensation plans and management focus are fully aligned with
the performance of the businesses Cargill directly manages.

The transaction is expected to benefit Mosaic by improving its long-term
strategic and financial flexibility, as well as greatly increasing the
liquidity of Mosaic′s common stock. As a result of the transaction,
there will be no change to Mosaic′s total outstanding shares, the
economic rights of the Mosaic shares or earnings per share. The
transaction also is not expected to have any impact on Mosaic′s
underlying financial performance or current business operations.

In carrying out the transaction, Cargill plans to exchange approximately
179 million of its 286 million Mosaic shares with Cargill shareholders,
including the Charitable Trusts, for all or a portion of their Cargill
stock. Cargill expects to exchange all of its remaining 107 million
Mosaic shares for Cargill debt owned by third parties. Pursuant to a
ruling from the U.S. Internal Revenue Service, the transaction is
expected to be tax free to Cargill, Mosaic and their respective
shareholders. Mosaic, Cargill and the Charitable Trusts have entered
into a series of agreements to effect the transaction, including terms
intended to provide for an orderly disposition of the Mosaic shares. The
transaction is expected to close in the second calendar quarter of 2011.

Jim Prokopanko, Mosaic′s president and chief executive officer, said,
'This transaction will bring significant benefits to our company and
shareholders. Going forward, we will be better positioned to capitalize
on the positive outlook for our industry, retain our market leading
positions and reinforce our existing competitive advantages.
Importantly, there will be no adverse impact to our earnings potential,
strong balance sheet or ability to generate cash.?

Greg Page, Cargill′s chairman and chief executive officer, said, 'The
transaction will accomplish a number of important business objectives
for both Cargill and Mosaic and is in the best interests of both
companies. Mosaic has been a landmark investment for Cargill. We are
proud of what Mosaic and its employees have accomplished and remain
confident in the company and its future. We look forward to continuing
our commercial relationship with Mosaic, which strengthens Cargill′s
ability to deliver high-value solutions to our farm customers around the
world.?

Mosaic′s board of directors formed a Special Committee consisting solely
of independent directors to evaluate and negotiate the transaction. Upon
the Special Committee′s recommendation, Mosaic′s board of directors has
approved the transaction. The transaction is subject to approval by
holders of a majority of Mosaic′s shares held by non-Cargill
shareholders. Cargill′s board of directors also has approved the
transaction. Cargill retains the right to terminate the transaction
subject to payment of a termination fee to Mosaic′s minority
shareholders under certain circumstances.

Transaction terms

The transaction involves a recapitalization of Mosaic′s stock and
contains terms intended to provide for an orderly disposition of
Cargill′s 286 million shares in Mosaic.

Recapitalization

Pursuant to the transaction agreements, all of Mosaic′s shares will be
recapitalized into three classes of stock: Common Stock, Class A Stock
and Class B Stock, all of which will have the same economic rights. The
Common Stock and Class A Stock will have one vote per share on all
matters, whereas the Class B Stock will have the right to cast 10 votes
per share solely for the election of directors. The Class A Stock and
the Class B Stock will be subject to transferability restrictions and
will not be publicly traded. The Common Stock, which will continue to
trade under the ticker symbol MOS, will not be subject to restrictions
on transferability.

All Mosaic shareholders, not including Cargill, will receive one share
of Common Stock, representing the same economic value as their current
share of Mosaic common stock. Cargill′s 286 million shares of common
stock are expected to be recapitalized into approximately 115 million
shares of Common Stock, 60 million shares of Class A Stock and 111
million shares of Class B Stock. Exact share counts will be determined
upon completion of the transaction.

Split-off

In connection with the transaction agreements, Cargill will conduct an
exchange offer in which it will offer Cargill shareholders the
opportunity to exchange all or a portion of their Cargill shares for
approximately 179 million Mosaic shares currently held by Cargill. In
addition, Cargill expects to exchange approximately 107 million shares
of its Mosaic Common Stock with its debt holders for outstanding Cargill
debt. The Charitable Trusts, which are large shareholders of Cargill,
have agreed to exchange all of their Cargill shares for Mosaic shares in
the split-off.

Upon completion of the split-off, Mosaic shares held by the Charitable
Trusts and Cargill stockholders participating in the exchange will
represent approximately 40 percent of Mosaic′s total outstanding shares
and at least 81 percent of the total vote with respect to the election
of Mosaic′s board of directors.

Orderly disposition of shares

Formation offerings

Under the terms of a registration agreement, Mosaic has agreed to
conduct registered secondary offerings within 15 months of the closing
of the split-off for the resale of approximately 157 million Mosaic
shares.

• 
  The first of the offerings is to be completed immediately following
  the recapitalization and split-off and is expected to consist of at
  least half of these 157 million Mosaic shares.
  
• 
  During the course of these offerings, Cargill debt holders are
  expected to sell approximately 107 million Mosaic shares and the
  Charitable Trusts are expected to sell approximately 50 million Mosaic
  shares.
  

Transferability restrictions and post-formation
offerings

All Mosaic shares received by the Charitable Trusts and other Cargill
shareholders in the split-off and not sold in the formation offerings
(approximately 129 million shares) generally may not be transferred
during the first two and a half years after the closing of the split-off.

• 
  The transfer restrictions on these Mosaic shares would be released,
  and the shares would become transferable, in three equal annual
  installments beginning on the two-and-half-year anniversary of the
  split-off.
  
• 
  To facilitate an orderly disposition of these shares, pursuant to the
  registration agreement, Mosaic has agreed that it will register these
  Mosaic shares for resale in secondary offerings at the request of the
  Charitable Trusts. These offerings could occur each year after the
  second anniversary of the split-off, with the first offering occurring
  no earlier than one year after the last formation offering described
  above. The Charitable Trusts and other shareholders of Cargill who
  received Mosaic shares in the split-off would have the ability to
  participate in these offerings.
  

Other matters

The closing of the transaction is subject to certain conditions,
including: (i) approval by the majority of Mosaic′s minority
shareholders; (ii) the receipt of certain regulatory approvals; (iii) no
withdrawal or adverse change to the IRS ruling obtained with respect to
the transaction; and (iv) other customary conditions. Accordingly, there
can be no assurance as to when the transaction described above will
occur and it is possible that it may not occur at all.

Under the transaction terms, Mosaic would be subject to certain
agreements with Cargill that will have some limitations on Mosaic′s
corporate activities for two years after the split-off.

There are no changes currently contemplated with respect to Mosaic′s
board of directors in connection with the transaction. Following
completion of the transaction, Mosaic′s board of directors may consider
submitting a proposal to a shareholder vote to convert the Class B Stock
with special voting rights into regular voting stock.

Credit Suisse Securities (USA) LLC acted as financial advisor to
Cargill, and Fried, Frank, Harris, Shriver & Jacobson LLP provided legal
counsel to Cargill. J.P. Morgan Securities LLC acted as financial
advisor to the Special Committee of Mosaic′s Board of Directors, and
Simpson Thacher & Bartlett LLP acted as legal counsel to the Special
Committee. UBS Investment Bank acted as financial advisor to the
Charitable Trusts, and Loeb & Loeb LLP acted as legal counsel to the
Charitable Trusts.

Investor conference call

Mosaic will conduct a conference call today, Jan. 18, 2011, at 5 p.m.
EST to discuss the transaction. Presentation slides and a simultaneous
audio webcast of the conference call may be accessed through Mosaic′s
website at www.mosaicco.com/investors.
Additionally, the conference call-in number is:

This webcast will be made available for replay on Wednesday, January 19
and will be accessible for up to one year through Mosaic′s website or
the following number:

For more information about this announcement, please visit www.mosaicconewhorizon.com
or www.mosaicco.com.

About The Mosaic Company

The Mosaic Company is one of the world's leading producers and marketers
of concentrated phosphate and potash crop nutrients. Mosaic is a single
source provider of phosphates and potash fertilizers and feed
ingredients for the global agriculture industry. More information on the
company is available at www.mosaicco.com.
Mosaic was created in 2004 through the combination of Cargill′s
fertilizer business with IMC Global, whereby Cargill received its 64
percent stake in Mosaic.

About Cargill

Cargill is an international producer and marketer of food, agricultural,
financial and industrial products and services. Founded in 1865, the
privately held company employs 131,000 people in 66 countries. Cargill
helps customers succeed through collaboration and innovation, and is
committed to applying its global knowledge and experience to help meet
economic, environmental and social challenges wherever it does business.
For more information, visit www.cargill.com.

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.

Safe Harbor Statement

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 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 otherstatements 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.

The Mosaic Company

Investors:

Christine Battist,
763-577-2828

or

Media:

Rob Litt, 763-577-6187

or

Sard
Verbinnen & Co.

Jim Barron/Lesley Bogdanow/Michael Henson,
212-687-8080

or

Cargill

Media:

Lori Johnson,
952-742-6194

Lisa Clemens, 952-742-6405