MOS 10-K Annual Report Dec. 31, 2023 | Alphaminr
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MOS 10-K Fiscal year ended Dec. 31, 2023

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MOSAIC CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. ReservedItem 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. Annual Report on 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) 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 December 15, 2023 Exhibit 3.1 to Mosaics 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 Mosaics 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 Mosaics 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 Mosaics Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) 4.iv Description of Registrants Common Stock Exhibit 4.iii to Mosaics 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 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 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 December 15, 2023 10.iii.c.2(3) Mosaic LTI Deferral Plan, approved 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.3(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.d.1(3) Form of Senior Management Severance and Change in Control Agreement effective April 1, 2023 Exhibit 10.iii.d to Mosaics 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 Mosaics 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 Mosaics 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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022 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.h.(3) Executive Perquisite Program The material under Compensation Discussion and AnalysisOther Executive Compensation Arrangements, Policies and PracticesPerquisites in Mosaics Proxy Statement dated April 12, 2023 10.iii.j.(3) Form of Amendment dated August 14, 2019, to the 2014 Incentive Plan Exhibit 10.iii.j to Mosaics 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 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.k3(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.4(3) Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan approved March 4, 2020 Exhibit 10.iii.a to Mosaics 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 Mosaics 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 Mosaics 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 Mosaics quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022 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 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.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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 10.iv.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.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 Mosaics Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 21 Subsidiaries of the Registrant 23.1 Consent of KPMG LLP, independent registered public accounting firm for Mosaic 23.2 Florida Phosphate Mining Consent of Qualified Persons Exhibit 23.2 to Mosaics Annual Report on Form 10-K for the fiscal year ended December 31, 2022 23.3 Tapira Consent of Qualified Persons 23.4 Belle Plaine Potash Facility Consent of Qualified Persons Exhibit 23.3 to Mosaics 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 Mosaics Annual Report on Form 10-K for the fiscal year ended December 31, 2021 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 96.1 Florida Phosphate Mining Technical Report Summary Exhibit 96.1 to Mosaics 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 Mosaics 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 Mosaics Annual Report on Form 10-K for the fiscal year ended December 31, 2021 96.4 Tapira Technical Report Summary 97.1 Incentive Compensation Recovery Policy