The Mosaic Company to Acquire Florida Phosphate Business From CF Industries for $1.2 Billion

 The Mosaic Company to Acquire Florida Phosphate Business From CF Industries
                               for $1.2 Billion

Plus an Additional $200 million to Fund CF Industries' Asset Retirement
Obligation Escrow

Strategic Ammonia Supply Agreements Entered into with CF Industries; Louisiana
Ammonia Project Unnecessary

No Impact to Current Shareholder Distribution Plans

PR Newswire

PLYMOUTH, Minn., Oct. 28, 2013

PLYMOUTH, Minn., Oct. 28, 2013 /PRNewswire/ --The Mosaic Company (NYSE: MOS)
today announced it has signed a definitive agreement to acquire the phosphate
business of CF Industries, Inc. (NYSE: CF) for $1.2 billion in cash plus $200
million to fund CF Industries' asset retirement obligation escrow. Under the
terms of the agreement, Mosaic would acquire the 22,000-acre South Pasture
phosphate mine and beneficiation plant in Hardee County, Fla., a phosphate
manufacturing facility in Plant City, Fla., and ammonia terminal and finished
product warehouse facilities in Tampa. The CF Industries' facilities currently
produce approximately 1.8 million tonnes of phosphate fertilizer per year,
which would be additive to the annual 8.2 million tonnes currently produced by
Mosaic.

The acquisition is expected to add approximately $0.30 per share to Mosaic's
2015 earnings per share, excluding any debt financing costs and any changes to
outstanding share count.

The proximity of CF Industries' South Pasture mine to Mosaic's planned Ona
phosphate mine in Hardee County would allow Mosaic to take advantage of the
synergies associated with the combined mining assets. The existing
infrastructure at South Pasture would result in Mosaic saving approximately
$500 million by not having to construct a $1 billion beneficiation plant.
Mosaic would instead invest approximately $500 million to develop phosphate
rock reserves and improve existing mines.

Mosaic and CF Industries also signed strategic supply agreements under which
CF Industries will provide Mosaic with up to approximately 1.0 million tonnes
per year of ammonia. Under one agreement, Mosaic will purchase up to 725,000
tonnes annually for 15 years with pricing based on a formula tied to the
prevailing price of U.S. natural gas. This agreement is expected to commence
prior to January 2017. Under a second agreement, Mosaic will purchase
approximately 270,000 tonnes annually for three years from CF Industries'
Trinidad operations at CFR Tampa market-based pricing. In light of these
supply arrangements, Mosaic has decided to forego its proposed ammonia
manufacturing plant at its Faustina, La. phosphate facility, saving
approximately $1.1 billion in future capital expenditures.

"Uniting CF Industries' phosphate operations with Mosaic's creates an ideal
combination that provides the opportunity for enhanced operating efficiencies
and sustainability efforts, lower production costs and reduced capital
investment—creating value for our shareholders, customers and employees," said
Mosaic President and Chief Executive Officer James T. Prokopanko. "The
addition of these new phosphate assets and securing access to long-term
ammonia supplies solidifies Mosaic's position among the largest and best
phosphate producers in the world." 

The phosphate acquisition would be additive to Mosaic's existing Florida
operations, and complements the company's plans to mine phosphate rock
reserves in Hardee and Desoto counties and extensions of the existing Wingate
mine.

"We are thrilled to add CF Industries' Florida phosphate employees and
facilities to the Mosaic family," said Gary N. "Bo" Davis, Mosaic Senior Vice
President - Phosphate Operations. "We look forward to working together to help
the world grow the food it needs while strengthening our operations and deep
commitments to the Central Florida communities where our employees live and
work."

In total, the transactions are expected to favorably impact Mosaic's future
capital expenditures. In addition to the $1.4 billion total consideration in
connection with the acquisition of CF Industries' phosphate business, Mosaic
expects to spend an estimated $500 million to develop reserves and improve
existing mines, and an estimated $200 million on marine assets to transport
ammonia from Louisiana to its Florida facilities. The estimated $2.1 billion
of investments and capital expenditures is expected to be offset by an
estimated $2.1 billion in capital savings related to the cancellations of the
Faustina ammonia project and the planned Ona beneficiation facility. Mosaic
also expects to capture significant additional operating efficiencies.

Under terms of the agreement, as part of the $1.4 billion total consideration,
Mosaic would replace CF Industries' $200 million of escrowed financial
assurance earmarked for closure and long-term care of phosphogypsum stacks
under CF Industries' operation in Florida.

The transaction is expected to close in the first half of calendar 2014 and is
not expected to impact Mosaic's shareholder distribution plans. Customary
regulatory approvals are required.

Mosaic will conduct a conference call on Monday, Oct. 28, 2013 at 10 a.m. EDT
to discuss the transaction details. Presentation slides and a simultaneous
webcast of the conference call may be accessed through Mosaic's website at
www.mosaicco.com/investors. This webcast will be available up to one year from
the time of the call.

Dorsey & Whitney LLP served as lead outside transaction counsel to The Mosaic
Company, with Mayer Brown LLP and Arnold & Porter LLP advising in specialist
capacities.

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 phosphate and potash fertilizers and feed ingredients for the
global agriculture industry. 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 the proposed transactions; the
benefits of the proposed transactions; 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 proposed phosphate asset
acquisition may be delayed or may not occur, including delays arising from
any inability to obtain governmental approvals of the transaction on the
proposed terms and schedule and the ability to satisfy other closing
conditions; difficulties with realization of the benefits of the proposed
transactions, including the risks that the acquired assets may not be
integrated successfully or that the cost savings from the transactions may not
be fully realized or may take longer to realize than expected; 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, implementation
of numeric water quality standards for the discharge of nutrients into Florida
waterways or possible efforts to reduce the flow of excess nutrients into the
Mississippi River basin or the Gulf of Mexico; further developments in
judicial or administrative proceedings, or complaints that Mosaic's operations
are adversely impacting nearby farms, business operations or properties;
difficulties or delays in receiving, increased costs of or challenges to
necessary governmental permits or approvals or increased financial assurance
requirements; resolution of global tax audit activity; the effectiveness of
the Company's processes for managing its strategic priorities; the ability of
the Northern Promise joint venture among Mosaic, Ma'aden and SABIC to obtain
project financing in acceptable amounts and upon acceptable terms, the future
success of current plans for the joint venture and any future changes in those
plans; adverse weather conditions affecting operations in Central Florida or
the Mississippi River basin or the Gulf Coast of the United States, and
including potential hurricanes, excess rainfall or drought; actual costs of
various items differing from management's current estimates, including, among
others, asset retirement, environmental remediation, reclamation or other
environmental regulation, Canadian resources taxes and royalties, or the
liabilities we are assuming in the proposed phosphate acquisition; brine
inflows at Mosaic's Esterhazy, Saskatchewan, potash mine or other potash shaft
mines; other accidents and disruptions involving Mosaic's operations,
including 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.

SOURCE The Mosaic Company

Website: http://www.mosaicco.com
Contact: Media, Rob Litt, The Mosaic Company, +1-763-577-6187,
rob.litt@mosaicco.com, or Investors, Laura Gagnon, The Mosaic Company,
+1-763-577-8213, investor@mosaicco.com
 
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