MOSAIC CO
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
MOS$22.99+1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) | Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. | ||
|---|---|---|---|---|
| (2) | All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. | |||
| (3) | Reference is made to the Exhibit Index in (b) below. | |||
| (b) | Exhibits | |||
| Exhibit No. | Description | Incorporated Herein byReference to | Filed withElectronicSubmission | |
| 2.i. | Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc. (now known as The Mosaic Company (“Mosaic”), as successor by merger to MOS Holdings Inc. (“MOS Holdings”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (1) | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004(2) | ||
| 3.i. | Restated Certificate of Incorporation of Mosaic, effective May 19, 2016 | Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | ||
| 3.ii. | Amended and Restated Bylaws of Mosaic, effective December 15, 2023 | Exhibit 3.1 to Mosaic’s Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023(2) | ||
| 4.i | Credit Agreement dated as of August 19, 2021, among Mosaic, Bank of America, N.A., as administrative agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/D Issuers party thereto | Exhibit 4.i to Mosaic’s Current Report on Form 8-K dated August 23, 2021 and filed on August 23, 2021(2) | ||
| 4.ii | First Amendment to Credit Agreement, dated as of May 10, 2023, among The Mosaic Company, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/C Issuers party thereto | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023 | ||
| 4.iii | Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as trustee.Registrant hereby agrees to furnish to the Commission, upon request, all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries | Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) | ||
| 4.iv | Description of Registrant’s Common Stock | Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | ||
| 10.ii.a | Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | |
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| 10.ii.b | Guaranty dated as of October 24, 2017 by The Mosaic Company | Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | |
| 10.iii.a.(3) | The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 2009 | Appendix A to Mosaic’s Proxy Statement dated August 25, 2009(2) | |
| 10.iii.a.1(3) | Form of Amendment dated May 11, 2011, to the Omnibus Incentive Plan | Exhibit 10.iii.u. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | |
| 10.iii.a.2(3) | Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, 2011 | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011(2) | |
| 10.iii.b(3) | Description of Mosaic Management Incentive Program | X | |
| 10.iii.c.1(3) | Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective December 15, 2023 | X | |
| 10.iii.c.2(3) | Mosaic LTI Deferral Plan, approved March 5, 2015 | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | |
| 10.iii.c.3(3) | Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017 | Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | |
| 10.iii.d.1(3) | Form of Senior Management Severance and Change in Control Agreement effective April 1, 2023 | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2023 | |
| 10.iii.d.2 | Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2023 | Exhibit 10.iii.d.2. to Mosaic’s Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period ended March 31, 2023(2) | |
| 10.iii.d.3(3) | Form of expatriate agreement dated November 1, 2019 between Mosaic and an executive officer | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 |
| 10.iii.d.4(3) | Form of expatriate agreement dated January 8, 2016, between Mosaic and an executive officer | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022 |
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| 10.iii.e.1(3) | Agreement between Cargill and Mosaic relating to certain former Cargill employees’ participation in the Cargill International Pension Plan | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012(2) |
| 10.iii.e.2(3) | Form of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension Plan | Exhibit 10.iii.x. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013(2) |
| 10.iii.f.(3) | Form of Indemnification Agreement between Mosaic and its directors and executive officers | Exhibit 10.iii. to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008(2) |
| 10.iii.g.(3) | Board of Directors compensatory plans, as described under the caption "Director Compensation" in The Mosaic Company definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the 2024 Annual Meeting of Stockholders). | |
| 10.iii.h.(3) | Executive Perquisite Program | The material under “Compensation Discussion and Analysis—Other Executive Compensation Arrangements, Policies and Practices—Perquisites” in Mosaic’s Proxy Statement dated April 12, 2023 |
| 10.iii.i.(3) | The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive Plan”) | Appendix B to Mosaic’s Proxy Statement dated April 2, 2014(2) |
| 10.iii.j.(3) | Form of Amendment dated August 14, 2019, to the 2014 Incentive Plan | Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 |
| 10.iii.k.1(3) | Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) |
| 10.iii.k.2(3) | Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) |
| 10.iii.k3(3) | Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016 | Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) |
| 10.iii.k.4(3) | Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan approved March 4, 2020 | Exhibit 10.iii.a to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 |
| 10.iii.k.5(3) | Form of Executive TSR Stock Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020 | Exhibit 10.iii.b to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 |
|---|---|---|
| 10.iii.k.6(3) | Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020 | Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 |
| 10.iii.k.7(3) | Form of Global Restricted Stock Unit Award Agreement (March 2023) | Exhibit 10.iii.k.1 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 |
| 10.iii.k.8(3) | Form of Executive TSR Performance Unit Award Agreement (Stock-Settled - March 2023) | Exhibit 10.iii.k.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 |
| 10.iii.k.9(3) | Form of Executive TSR Performance Unit Award Agreement (Cash-Settled - March 2023) | Exhibit 10.iii.k.3 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 |
| 10.iii.k.10(3) | Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022 | Exhibit 10.iii.k to Mosaic’s quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022 |
| 10.iii.l.1(3) | The Mosaic Company 2023 Stock and Incentive Plan | Appendix B to Mosaic’s Proxy Statement dated April 12, 2023 |
| 10.iii.l.2(3) | Form of Global Restricted Stock Unit Award Agreement under The Mosaic Company 2023 Stock and Incentive Plan approved May 24, 2023 | Exhibit 10.iii.i to Mosaic's Quarterly Report on Form 10-!Q for the Quarterly Period Ended September 30, 2023 |
| 10.iii.l.3(3) | Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2023 Stock and Incentive Plan approved December 15, 2023 | Exhibit 10.1 to Mosaic's Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023 |
| 10.iv.a | Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company(4) | Exhibit 10.1. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) |
| 10.iv.b | Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015 | Exhibit 10.v.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) |
| 10.iv.c | Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company(4) | Exhibit 10.2. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) |
| 10.iv.d | Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.2 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015 | Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | |
| 21 | Subsidiaries of the Registrant | X | |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm for Mosaic | X | |
| 23.2 | Florida Phosphate Mining Consent of Qualified Persons | Exhibit 23.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 | |
| 23.3 | Tapira Consent of Qualified Persons | X | |
| 23.4 | Belle Plaine Potash Facility Consent of Qualified Persons | Exhibit 23.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | |
| 23.5 | Esterhazy Potash Facility Consent of Qualified Persons | Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | |
| 24 | Power of Attorney | X | |
| 31.1 | Certification of Chief Executive Officer Required by Rule 13a-14(a) | X | |
| 31.2 | Certification of Chief Financial Officer Required by Rule 13a-14(a) | X | |
| 32.1 | Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | |
| 32.2 | Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | |
| 95 | Mine Safety Disclosures | X | |
| 96.1 | Florida Phosphate Mining Technical Report Summary | Exhibit 96.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 | |
| 96.2 | Esterhazy Potash Facility Technical Report Summary | Exhibit 96.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | |
| 96.3 | Belle Plaine Potash Facility Technical Report Summary | Exhibit 96.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | |
| 96.4 | Tapira Technical Report Summary | X | |
| 97.1 | Incentive Compensation Recovery Policy | X |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |
| (c) | Summarized financial information of 50% or less owned persons is included in Note 9 of Notes to Consolidated Financial Statements. Financial statements and schedules are omitted as none of such persons are significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements. | ||
| (1) | Mosaic agrees to furnish supplementally to the SEC a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request. |
| (2) | SEC File No. 001-32327. |
| (3) | Denotes management contract or compensatory plan. |
| (4) | Confidential information has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Exchange Act. |
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