Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We have included information about the market price of, dividends on and the number of holders of our common stock under “Quarterly Results (Unaudited)” in the financial information that is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.”

The principal stock exchange on which our common stock is traded is The New York Stock Exchange.

The following provides information related to equity compensation plans:



Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in first column)
Equity compensation plans approved by stockholders	3,931,725	$	48.88	15,001,457
Equity compensation plans not approved by stockholders	—	—		—
Total	3,931,725	$	48.88	15,001,457


(a)	Includes grants of stock options, time-based restricted stock units and performance units. For purposes of the table above, the number of shares to be issued under a performance unit reflects the maximum number of shares of our common stock that may be issued pursuant to such performance unit; the actual number of shares to be issued will depend on the change in the market price of our common stock over a three-year vesting period, with no shares issued if the market price of a share of our common stock at the vesting date (plus, for grants made on and after July 18, 2012 dividends thereon), is less than 50% of its market price on the date of grant and the maximum number issued only if the market price of a share of our common stock at the vesting date (plus, for grants made on and after July 18, 2012 dividends thereon) is at least twice its market price on the date of grant.

(a)

Includes grants of stock options, time-based restricted stock units and performance units. For purposes of the table above, the number of shares to be issued under a performance unit reflects the maximum number of shares of our common stock that may be issued pursuant to such performance unit; the actual number of shares to be issued will depend on the change in the market price of our common stock over a three-year vesting period, with no shares issued if the market price of a share of our common stock at the vesting date (plus, for grants made on and after July 18, 2012 dividends thereon), is less than 50% of its market price on the date of grant and the maximum number issued only if the market price of a share of our common stock at the vesting date (plus, for grants made on and after July 18, 2012 dividends thereon) is at least twice its market price on the date of grant.


(b)	Includes weighted average exercise price of stock options only.

Pursuant to our equity compensation plans, we have granted and may in the future grant employee stock options to purchase shares of common stock of Mosaic for which the purchase price may be paid by means of delivery to us by the optionee of shares of common stock of Mosaic that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the period covered by this report, no options to purchase shares of common stock of Mosaic were exercised for which the purchase price was so paid.

Issuer Repurchases of Equity Securities(a)

The following table sets forth information with respect to shares of our Common Stock that we purchased under the Repurchase Program during the quarter ended December 31, 2014:



Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of a publicly announced program	Maximum approximate dollar value that may be yet purchased under the program(b)
Common Stock
October 1, 2014 - October 31, 2014................	2,364,849	$42.35	2,364,849	$431,285,941
November 1, 2014 - November 30, 2014............	1,601,361	$45.15	1,601,361	$358,989,634
December 1, 2014 - December 31, 2014............	1,898,624	$45.44	1,898,624	$272,715,349
Total....................................	5,864,834	$44.12	5,864,834	$272,715,349

(a) On February 11, 2014, we announced the Repurchase Program to repurchase up to $1 billion of our Class A Shares or Common Stock, through direct buybacks or in open market transactions. All repurchases shown in the table above were made in the open market.

(b) At the end of the month shown.

The following table sets forth information with respect to our Class A Shares that we purchased under the Share Repurchase Agreements during 2014, and shares of our Common Stock that we repurchased during the period January 1, 2014 through February 6, 2015, including the shares shown in the preceding table:



Period	Class A Shares	Average price paid per share	Common Stock	Average price paid per share
First Quarter	36,025,563	$46.37	155,000	$47.75
Second Quarter	9,277,287	$49.04	—	—
Third Quarter	6,184,863	48.68	1,565,251	$47.18
Fourth Quarter	—	—	5,864,834	$44.12
January 1, 2015 - February 6, 2015................	—	—	1,729,777	47.07
Total....................................	51,487,713	$47.13	9,314,862	$45.24

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