MOS 10-K Annual Report Dec. 31, 2019 | Alphaminr
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MOS 10-K Fiscal year ended Dec. 31, 2019

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MOSAIC CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 Mosaics Current Report on Form 8-K dated October22, 2004, and filed on October 28, 2004(2) 2.ii Stock Purchase Agreement dated as of December 19, 2016, among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V.(1) Exhibit 2.1 to Mosaics Current Report on Form 8-K dated and filed on December 19, 2016(2) 2.ii.a Letter Agreement, dated as of December 28, 2017, by and among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V.(1) Exhibit 2.1 to Mosaics Current Report on Form 8-K dated December 28, 2017 and filed on January 2, 2018(2) 2.ii.b Investor Agreement by and among Mosaic, Vale Fertilizer Netherlands B.V. and Vale S.A.(1) Exhibit 2.3 to Mosaics Current Report on Form 8-K dated January 8, 2018 and filed on January 9, 2018(2) 3.i. Restated Certificate of Incorporation of Mosaic, effective May 19, 2016 Exhibit 3.i to Mosaics 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 May 19, 2016 Exhibit 3.ii to Mosaics Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) 4.i Second Amended and Restated Credit Agreement dated as of November 18, 2016, among Mosaic, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as syndication agent, and the lenders party thereto Exhibit 4.i to Mosaics Current Report on Form 8-K dated November 18, 2016 and filed on November 21, 2016(2) 4.ii. 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 Mosaics Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) 4.iii Description of Registrant's Common Stock 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 Mosaics Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 10.ii.b Guaranty dated as of October 24, 2017 by The Mosaic Company Exhibit 10.2 to Mosaics Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 10.iii.a.1(3) Form of Amendment dated May11, 2011, to the Omnibus Incentive Plan Exhibit 10.iii.u. to Mosaics Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) 10.iii.a.2(3) Form of Employee Non-Qualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 30, 2008 Exhibit 10.iii.a. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended August31, 2008(2) 10.iii.a.3(3) Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, 2011 Exhibit 10.iii.b. to Mosaics 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 10.iii.c.1(3) Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October9, 2008 Exhibit 10.iii.b. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended November 30, 2008(2) 10.iii.c.2(3) Amendment dated April 13, 2011, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October9, 2008 Exhibit 10.iii.r. to Mosaics Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) 10.iii.c.3(3) Mosaic LTI Deferral Plan, approed March 5, 2015 Exhibit 10.1 to Mosaics Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) 10.iii.c.4(3) Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017 Exhibit 10.iii.c.4 to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) 10.iii.c.5(3) Amendment dated December 20, 2018, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008. Exhibit 10.iii.c.5 to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2018 10.iii.d.1(3) Form of Senior Management Severance and Change in Control Agreement, effective April 1, 2017 Exhibit 10.iii.d to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) 10.iii.d.2(3) Form of letter dated June 30, 2017 to executive officers regarding Senior Management Severance and Change in Control Agreements Exhibit 10.iii.d.2 to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2017(2) 10.iii.d.3(3) Form of expatriate agreement dated May 4, 2012 between Mosaic and an executive officer Exhibit 10.iii.d.3 to Mosaics Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) 10.iii.d.4(3) Form of expatriate agreement dated May 18, 2017 between Mosaic and an executive officer Exhibit 10.1 to Mosaics Current Report on Form 8-K dated May 17, 2017 and filed on May 19, 2017(2) 10.iii.d.5(3) Amendment approved by Mosaic on May 22, 2019 to expatriate agreement dated May 18, 2017, between Mosaic and an executive officer Described in Item 5.02 in Mosaic's Current Report on Form 8-K dated May 24, 2019 and filed on May 24, 2017 10.iii.d.6(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.7(3) Letter agreement dated March 7, 2018 between The Mosaic Company and Anthony T. Brausen Exhibit 10.1 to Mosaic's Current Report on Form 8-K/A dated January 31, 2018 and filed on March 12, 2018 10.iii.d.8(3) Senior Management Severance and Change in Control Agreement between The Mosaic Company and Anthony T. Brausen Exhibit 10.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2018. 10.iii.d.9(3) Separation Agreement dated May 31, 2018 between The Mosaic Company and Richard L. Mack Exhibit 10.1 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 10.iii.d.10(3) Management Services Agreement dated June 1, 2018 between The Mosaic Company and Richard L. Mack Exhibit 10.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 10.iii.d.11(3) General Release of Claims dated June 1, 2018 between The Mosaic Company and Richard L. Mack. Exhibit 10.3 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 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 Mosaics 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 Mosaics 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 Mosaics Current Report on Form 8-K dated October8, 2008, and filed on October 14, 2008(2) 10.iii.g.(3) Summary of Board of Director Compensation of Mosaic 10.iii.h.(3) Executive Perquisite Program The material under "Compensation Discussion and AnalysisOther Executive Compensation Arrangements, Policies and PracticesPerquisites" in Mosaic's Proxy Statement dated April 10, 2019 10.iii.j.(3) Form of Amendment dated August 14, 2019, to the 2014 Incentive Plan 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 Mosaics 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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) 10.iii.k.3(3) Form of Employee Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 Exhibit 10.iii.e. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) 10.iii.k.4(3) Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 Exhibit 10.iii.b. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) 10.iii.k.5(3) Form of Employee ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 Exhibit 10.iii.d. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) 10.iii.k.6(3) Form of Executive ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 Exhibit 10.iii.c. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) 10.iii.k.7(3) Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016 Exhibit 10.iii.kk to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 10.iii.k.8(3) Form of Employee TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017 Exhibit 10.iii.k.1 to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) 10.iii.k.9(3) Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017 Exhibit 10.iii.k.2 to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) 10.iii.k.10(3) Form of Retention Award Agreement under the 2014 Incentive Plan, approved May 17, 2017 Exhibit 10.2 to Mosaics Current Report on Form 8-K dated May 17, 2017 and filed on May 19, 2017(2) 10.iii.k.11(3) Form of Retention Award Agreement under the 2014 Incentive Plan, approved October 31, 2019 Exhibit 10.2 to Mosaic's Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 10.iii.k.11(3) Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 6, 2019 10.iv.a Form of Equity Support, Subordination and Retention Agreement dated June 30, 2014 by Mosaic, Saudi Arabian Mining Company, Saudi Basic Industries Corporation, Mizuho Corporate Bank, Ltd., as Intercreditor Agent for certain Finance Parties, and Riyad Bank, London Branch, as Offshore Security Trustee and Agent for certain secured parties Exhibit 10.i. to Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2014(2) 10.iv.b Form of Amendment and Restatement Agreement relating to an Equity Support, Subordination and Retention Agreement dated January 3, 2017 by Mosaic, Mosaic Phosphates, B.V., Saudi Arabian Mining Company, Saudi Basic Industries Corporation, Maaden Waad Al Shamal Phosphate Company, Mizuho Bank, Ltd., as Intercreditor Agent for certain Finance Parties, and Riyad Bank, London Branch, as Offshore Security Trustee and Agent for certain secured parties Exhibit 10.iv.b to Mosaics Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) 10.v.a Consent Decree dated September30, 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 Mosaics Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) 10.v.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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 10.v.c Consent Decree dated September30, 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 Mosaics Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) 10.v.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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 21 Subsidiaries of the Registrant 23 Consent of KPMG LLP, independent registered public accounting firm for Mosaic 24 Power of Attorney 31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a) 31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a) 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 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 95 Mine Safety Disclosures