Mosaic (MOS) 10-K risk factor changes: FY2017 vs FY2016

In addition, [removed: some] [added: the other member] of [added: Canpotex is among] our competitors who are expanding their potash production [removed: capacity include other members of Canpotex.][added: capacity.]

Examples of the types of events that could result in a disruption at one of these facilities include: adverse weather; strikes or other work stoppages; deliberate, malicious acts, including acts of terrorism; political and economic instability; cyber attacks and other risks associated with our international operations; changes in permitting, financial assurance or other environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with other [removed: members] [added: member] of Canpotex and any joint ventures in which we participate and their or our exit from participation in Canpotex or any such joint ventures; other changes in our commercial arrangements with unrelated third parties; brine inflows at our Esterhazy, Saskatchewan, mine or our other shaft mines; mechanical failure and accidents occurring in the course of operating activities; and other factors.

[added: A significant increase in the price of natural gas, ammonia,] sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business.

In periods when the market prices for our products are falling [removed: rapidly] [added: rapidly, including] in response to falling market prices for raw materials, it is possible that we could be required to write-down the value of our inventories if market prices fall below our costs.

Examples of the types of events that could result in a disruption of terminaling facilities or transportation include: adverse weather; strikes or other work stoppages; deliberate, malicious acts; political and economic instability and other risks associated with our international operations; changes in permitting, financial assurance or other environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with other [removed: members] [added: member] of Canpotex and any joint ventures in which we participate and their or our exit from participation in Canpotex or any such joint ventures; other changes in our commercial arrangements with unrelated third parties; accidents occurring in the course of operating activities; lack of truck, rail, barge or ship transportation; and other factors.

For [removed: 2016,] [added: 2017,] we derived approximately [removed: 63%] [added: 64%] of our net sales from customers located outside of the United States, of which our International Distribution segment accounted for [removed: 56%.][added: 57%.]

We also have [added: a] joint venture [removed: investments in the Miski Mayo mine] [added: investment] in [removed: Peru that supplies phosphate rock to us, and] MWSPC, which is developing a mine and chemical complexes that we presently expect [removed: would] [added: to] produce phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia.

If the Government of Peru’s proactive efforts to address the social and environmental issues surrounding natural resource activities were not successful, protests could extend to or impact the Miski Mayo mine and adversely affect our [removed: investment] [added: interest] in the Miski Mayo joint venture or the supply of phosphate rock to us from the mine.

In addition, a release of process wastewater at our Riverview, Florida facility during a [added: 2004] hurricane resulted in a small civil fine, settlement for an immaterial amount of claims for natural resource damages by governmental agencies and an ongoing private lawsuit.

[removed: Expansion of] [added: Expanding] our operations [removed: also] [added: or extending operations into new areas] is [added: also] predicated upon securing the necessary environmental or other permits or approvals.

[removed: Over] [added: We have been engaged in, and over] the next several years, we and our subsidiaries will be continuing [removed: our] [added: our,] efforts to obtain permits in support of our anticipated Florida mining operations at certain of our properties.

A denial [removed: of, or delay in issuing, these] [added: of our] permits, the issuance of permits with cost-prohibitive conditions, [added: substantial delays in issuing key permits, or] legal actions that prevent us from relying on permits or revocation of permits, could prevent us from mining at [removed: these] [added: certain of our] properties and thereby have a material adverse effect on our business, financial condition or results of operations.

| • | In Florida, local community [removed: participation] [added: involvement] has become an [added: increasingly] important factor in the permitting process for mining companies, and various [removed: local] counties and other parties in Florida have in the past [added: filed] and continue to file lawsuits challenging the issuance of some of the permits we require. These actions can significantly delay permit issuance. |

| • | Delays in receiving a federal wetlands permit impacted the scheduled progression of mining activities for the extension of our South Fort Meade, Florida, phosphate rock mine into Hardee County. As a result, we began to idle a portion of our mining equipment at the mine in the latter part of fiscal 2010. In June 2010, the [added: U.S. Army] Corps [added: of Engineers, or Corps,] issued the federal wetlands permit. Subsequently, certain non-governmental organizations filed another lawsuit in the United States District Court for the Middle District of Florida, Jacksonville Division, contesting the issuance of this federal [added: wetlands permit, alleging that the Corps’ actions in issuing the permit violated several federal laws relating to the protection of the environment. Preliminary injunctions entered into in connection with this lawsuit resulted in shutdowns or reduced production at our South Fort Meade mine until April 2012. Following a settlement of the lawsuit in February 2012 and court approval, we were able to resume normal production at our South Fort Meade mine.] |

| • | With respect to two facilities we acquired as part of [added: our acquisition of] the [added: Florida phosphate assets and assumption of certain related liabilities of] CF [added: (the “CF] Phosphate Assets [removed: Acquisition,] [added: Acquisition”),] (i) we have funded a trust to meet Florida state regulations governing financial assurance related to the post-closure care of the phosphogypsum stack at our closed Bonnie facility in Florida, and (ii) under the terms of a consent decree with federal and state regulators we currently provide credit support in the form of a surety bond from insurance companies, as a means of financial assurance for closure and post-closure care requirements for the phosphogypsum stack at our Plant City, Florida facility. These financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding could be required in the future if increases in cost estimates exceed the amount held in the trust or face amount of the surety bond, as applicable. In addition, with respect to the Plant City facility, our use of a surety bond may in some cases require that we obtain a discharge of the bond or post collateral at the request of the issuers of the bond. Required collateral may be in many forms including letters of credit or other financial instruments that utilize a portion of our available liquidity. Any of these circumstances could materially adversely affect our business, results of operations or financial condition. |

| • | As more fully discussed in Note 13 of our Notes to Consolidated Financial Statements, in 2016 under the terms of two consent decrees with federal and state regulators we deposited a total of $630 million into two trust funds to provide additional financial assurance for the estimated costs of closure and post-closure care of most of our other phosphogypsum management systems in Florida (excluding those acquired as part of the CF Phosphate Assets Acquisition) and Louisiana. As required under one of the consent decrees, we [removed: will] [added: have] also [removed: issue] [added: issued] a $50 million letter of credit [removed: in 2017] to further support our financial assurance obligations. We have also agreed to guarantee the [added: difference between the amounts held in each trust fund (including earnings) and the estimated closure and long-term care costs. Compliance with the financial assurance requirements included in these consent decrees satisfies substantially all of our state financial assurance obligations relating to the covered facilities, which were historically satisfied without the need for any expenditure of corporate funds to the extent our financial statements met certain balance sheet and income statement financial strength tests.] |

In the past, we have also not always been able to satisfy applicable financial strength tests, and in the future, it is possible that we will not be able to pass the applicable financial strength tests, negotiate or receive approval of consent decrees, establish escrow or trust accounts or obtain letters of credit, surety bonds or other financial instruments on acceptable terms and [removed: conditions or at a reasonable cost, or that the form and/or cost of compliance could increase, which could materially adversely affect our business, results of operations or financial condition.]

Under CERCLA, or various U.S. state analogues, a party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a [removed: site where it has liability if payments cannot be obtained from other responsible parties.]

Among other matters, [removed: there are several] [added: in] recent [removed: or ongoing] [added: years there have been a number of] initiatives relating to nutrient discharges.

In addition, in April [removed: 2014] [added: 2014,] EPA and the [removed: U.S. Army] Corps [removed: of Engineers] jointly issued a proposed rule that would redefine the scope of waters regulated under the federal Clean Water Act.

The final rule [removed: was issued in June 2015 and] [added: (the “Clean Water Rule”)] became effective in August 2015, but has been challenged through numerous lawsuits.

[removed: We believe the new definition would expand the types and extent of water resources regulated under federal law, thereby potentially expanding our permitting and reporting requirements, increasing our costs of] compliance, including costs associated with wetlands and stream mitigation, lengthening the time necessary to obtain permits, and potentially restricting our ability to mine certain of our phosphate rock reserves.

[removed: The NDC submitted by] [added: In 2015, prior to this announcement,] the United States [removed: in 2015 aims] [added: had submitted an NDC aiming] to achieve, by 2025, an economy-wide target of reducing greenhouse gas emissions by 26-28% below its 2005 level.

[removed: It] [added: The NDC] also aims to use best efforts to reduce [removed: its] emissions by 28%.

While it is unclear whether the [removed: new] U.S. executive administration will [removed: seek] [added: proceed] to [removed: implement] [added: withdraw from] the [removed: U.S. NDC,] [added: Paris Agreement,] various legislative or regulatory initiatives relating to greenhouse gases have [removed: already] been adopted or considered by the U.S. Congress, EPA or various states and those [added: initiatives] already adopted may be used to implement the U.S.’s NDC.

In [removed: addition, in] late [removed: 2016] [added: 2016,] the federal government announced plans for a comprehensive tax on carbon [added: emissions, under which provinces opting out of the tax would have the option of adopting a cap-and-trade system.]

Our Saskatchewan Potash facilities will continue to work with the Saskatchewan Ministry of Environment and Environment [added: and Climate Change] Canada, through participation in industry associations, to determine next steps.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be [removed: material.][added: material or adversely impact our competitive advantage.]

[removed: At] the present time, we cannot predict the prospective impact of climate change on our results of operations, liquidity or capital resources, or whether any such effects could be material to us.

In [removed: 2013] [added: 2013,] we entered into an agreement to form MWSPC, a joint venture to develop a mine and chemical complexes for an estimated $8.0 billion that is expected to produce phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia.

We have a 25% interest in the joint venture and expect our cash investment will be up to [removed: $850] [added: $840] million, approximately [removed: $707] [added: $770] million of which had been funded as of December 31, [removed: 2016.][added: 2017.]

We also expect to provide financial guarantees with respect to our proportionate share of [added: approximately $140 million of] certain [removed: future planned] funding facilities [removed: of] [added: obtained by] MWSPC.

The success of MWSPC will depend on, among other matters, [removed: its ability to obtain] the [removed: future planned funding facilities in acceptable amounts and upon acceptable terms, the timely] [added: completion of] development and [added: full] commencement of operations of production facilities in the Kingdom of Saudi Arabia, the future success of current plans for [added: completion of] the development and [added: for the] operation of MWSPC, including the availability and affordability of necessary resources and materials and access to appropriate infrastructure, and any future changes in those plans, as well as the general economic and political stability of the region.

We also hold minority ownership interests in [removed: a joint venture that owns and operates a phosphate rock mine and in other] companies that are not controlled by us.

We expect that the operations and results of MWSPC will be, and the operations or [added: results of some of the other companies are, significant to us, and their operations can affect our earnings.]

Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate efficiently (or, in the case of MWSPC, in compliance with the terms of any [removed: future] funding facility for which we may provide financial guarantees), pay dividends, or generally follow the desires of our management by virtue of our board or stockholder representation.

Additionally, in the case of MWSPC we may be called upon to provide funds to satisfy [removed: MWSPC's] [added: MWSPC’s] debt obligations to the extent we provide financial guarantees in connection with [removed: future planned] [added: its] funding [removed: facilities as discussed above.][added: facilities.]

Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth, or the operations of [removed: Canpotex, which serves as an export association for our Potash business.]

[added: We periodically] enter into derivatives and forward purchase contracts to mitigate some of these risks.

Additionally, we have agreed under our long-term CF Ammonia Supply Agreement to purchase approximately 545,000 to 725,000 tonnes of ammonia per year [removed: beginning with 2017,] during a term that may extend until December 31, 2032, at a price to be determined by a formula based on the prevailing price of U.S. natural gas.

We have a majority interest in the joint venture entity operating the Miski Mayo mine in Peru that supplies phosphate rock to us.

Our ability to continue operations at a facility could be materially affected by a government agency decision to deny or delay issuing a new or renewed permit or approval, to revoke or substantially modify an existing permit or approval or to substantially change conditions applicable to a permit modification, or by legal actions that successfully challenge our permits.

conditions or at a reasonable cost, or that the form and/or cost of compliance could increase, which could materially adversely affect our business, results of operations or financial condition.

site where it has liability if payments cannot be obtained from other responsible parties.

For example, the Gulf Coast Ecosystem Restoration Task Force, established by executive order of the President and comprised of five Gulf states and eleven federal agencies, delivered a final strategy for long-term ecosystem restoration for the Gulf Coast in 2016.

The strategy calls for, among other matters, reduction of the flow of excess nutrients into the Gulf through state nutrient reduction frameworks, new nutrient reduction approaches and reduction of agricultural and urban sources of excess nutrients.

Implementation of the strategy will require legislative or regulatory action at the state level.

We cannot predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers.

In early 2017, the United States President issued an Executive Order directing EPA and the Corps to publish a proposed rule rescinding or revising the new rule.

In June 2017, EPA and the Corps issued a proposed rule that would rescind the Clean Water Rule and re-codify regulatory text that existed prior to enactment of the Clean Water Rule.

In November 2017, EPA issued a rule notice proposing to extend the applicability date of the Clean Water Rule for two years from the date of final action on the proposed rule, to provide continuity and regulatory certainty while agencies proceed to consider potential changes to the Clean Water Rule.

We believe the Clean Water Rule, if not rescinded, would expand the types and extent of water resources regulated under federal law, thereby potentially expanding our permitting and reporting requirements, increasing our costs of

In May 2017, the United States President announced that the United States would withdraw from the Paris Agreement.

Under Article 28 of that agreement, the earliest such a withdrawal could be effective is November 2020.

In the plans, the federal government also committed to implementing a federal carbon pricing backstop system that will apply in any province or territory that does not have a carbon pricing system in place by 2018.

In addition, the Province of Saskatchewan, in which our Canadian potash mines are located, has publicly stated that a carbon pricing system will not be implemented in the province and that legal action will be sought against the federal government, if necessary.

In December 2017, Saskatchewan announced a comprehensive plan to address climate change that does not include an economy-wide price on carbon but does include a system of tariffs and credits for large emitters.

The plan is subject to federal review and approval in late 2018.

Severe climate change could impact our costs and operating activities, the location and cost of global grain and oilseed production, and the supply and demand for grains and oilseeds.

At

Canpotex, which serves as an export association for our Potash business.

We may fail to fully realize the anticipated benefits and synergies of our acquisition (the “Acquisition”) of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.).

The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits and synergies.

Our ability to realize these anticipated benefits and synergies is subject to certain risks including:

| • | our ability to successfully integrate Mosaic Fertilizantes and to eliminate duplicative overhead and other costs; |

| • | whether the combined operations will perform as expected; |

| • | whether the integration of Mosaic Fertilizantes takes longer than anticipated or involves higher than projected integration costs; |

| • | whether the integration process disrupts our on-going operations or diverts the attention of our management from our current operations; |

| • | whether we have underestimated the liabilities and obligations we are assuming in the Acquisition; and |

| • | political and economic instability in Brazil or changes in government regulation or policy in Brazil. |

If we are not able to successfully integrate the acquired business within the anticipated time frame, or at all, the anticipated benefits and synergies of the Acquisition may not be realized fully or at all or may take longer to realize than expected, and the combined operations may not perform as expected.

If the price of natural gas rises materially or the market price for ammonia falls outside of the range we

| | |

| --- | --- |

A significant increase in the price of natural gas, ammonia,

A decision by a government agency to revoke or substantially modify an existing permit or approval could have a material adverse effect on our ability to continue operations at the affected facility.

For example:

| • | In fiscal 2009, in connection with our efforts to permit the Altman extension of our Four Corners, Florida, phosphate rock mine, non-governmental organizations filed a lawsuit in federal court against the Corps with respect to its actions in issuing a federal wetlands permit. The permit issued by the Corps remained in effect. Mining on the extension commenced and approximately 600 acres were mined and/or disturbed. In September 2013, this lawsuit was dismissed by the United States District Court for the Middle District of Florida, Jacksonville Division. |

wetlands permit, alleging that the Corps’ actions in issuing the permit violated several federal laws relating to the protection of the environment.

Preliminary injunctions entered into in connection with this lawsuit resulted in shutdowns or reduced production at our South Fort Meade mine until April 2012.

Following a settlement of the lawsuit in February 2012 and court approval, we were able to resume normal production at our South Fort Meade mine.

difference between the amounts held in each trust fund (including earnings) and the estimated closure and long-term care costs.

Compliance with the financial assurance requirements included in these consent decrees satisfies substantially all of our state financial assurance obligations relating to the covered facilities, which were historically satisfied without the need for any expenditure of corporate funds to the extent our financial statements met certain balance sheet and income statement financial strength tests.

| • | The FDEP has adopted state nutrient criteria rules (“Florida NNC Rule”) to supplant the requirements of numeric water quality standards for the discharge of nitrogen and/or phosphorus into Florida lakes and streams that were adopted by EPA in December 2010 (the “NNC Rule”). While EPA has withdrawn the federal NNC Rule and the FDEP criteria now are effective, the possibility remains that still-pending litigation relating to the NNC Rule or future litigation could challenge EPA's withdrawal or the effectiveness of the Florida NNC Rule. Subject to further litigation developments, we expect that compliance with the requirements of nutrient criteria rules could adversely affect our Florida Phosphate operations, require significant capital expenditures or substantially increase our annual operating expenses. |

| • | The Gulf Coast Ecosystem Restoration Task Force, established by executive order of the President and comprised of five Gulf states and eleven federal agencies, has delivered a final strategy for long-term ecosystem restoration for the Gulf Coast in 2016. The strategy calls for, among other matters, reduction of the flow of excess nutrients into the Gulf through state nutrient reduction frameworks, new nutrient reduction approaches and reduction of agricultural and urban sources of excess nutrients. Implementation of the strategy will require legislative or regulatory action at the state level. We cannot predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers. |

| • | In March 2012, several nongovernmental organizations brought a lawsuit in federal court against EPA, seeking to require it to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin and the Gulf of Mexico. EPA had previously denied a 2008 petition seeking such standards. On May 30, 2012, the court granted our motion to intervene in this lawsuit. On September 20, 2013 the court held that while EPA was required to respond directly to the petition and find that numeric nutrient criteria either were or were not necessary for the Mississippi River watershed, EPA had the discretion to decide this issue based on non-technical factors, including cost, policy considerations and administrative complexity. EPA appealed the decision, and the Fifth Circuit Court of Appeals issued a decision in April 2015, holding in substantial part that EPA was not obligated to make a determination that numeric nutrient criteria are or are not necessary, provided EPA gives a reasonable explanation for its conclusion. The Court of Appeals remanded the case to the district court to decide whether EPA can meet that burden. On November 20, 2015, EPA filed a motion with the district court seeking summary judgment and on January 14, 2016, non-state intervenors including Mosaic filed a brief supporting EPA’s motion. On December 15, 2016, the Louisiana District Court granted EPA's motion for summary judgment. In the event that EPA were to adopt numeric nutrient criteria for the Mississippi River basin and the Gulf of Mexico, we cannot predict what these requirements would be or the effects they would have on us or our customers. |

emissions, under which provinces opting out of the tax would have the option of adopting a cap-and-trade system.

In addition, the Province of Saskatchewan, in which our Canadian potash mines are located, has passed legislation to facilitate the development and administration of climate change regulation in Saskatchewan by the Province rather than the federal government.

This legislation is not yet effective, but key elements under consideration by the Province include establishing a provincial greenhouse gas emission reduction target, and compliance mechanisms that would provide flexibility for regulated emitters to meet their greenhouse gas reduction obligations.

results of some of the other joint ventures or companies are, significant to us, and their operations can affect our earnings.

We periodically

For 2017, our remaining minimum purchase obligation is approximately 410,000 tonnes following our entry into a separate arrangement with CF under which we were deemed to have purchased approximately 135,000 tonnes in exchange for providing ammonia storage space and use of related terminal facilities to CF.

In addition, increases in prices for

Tax rules governing the Cargill Transaction limited our ability to execute certain actions for a period of time following the Cargill Transaction and, if our procedures for compliance with those restrictions were ineffective, notwithstanding the IRS ruling and tax opinion issued to Cargill in connection with the Cargill Transaction, we could owe significant tax-related indemnification liabilities to Cargill.

The IRS issued a ruling to the effect that the Split-off that was part of the Cargill Transaction would be tax-free to Cargill and its stockholders, and in connection with the completion of the Cargill Transaction, Cargill received a tax opinion relating to certain tax consequences of the Cargill Transaction.

Notwithstanding the IRS ruling and tax opinion, however, the Split-off and Debt Exchanges could be taxable to Cargill and its stockholders under certain circumstances.

Therefore, we and Cargill agreed to tax-related restrictions and indemnities set forth in a tax agreement related to the Cargill Transaction, under which we were restricted or deterred from taking certain actions until May 26, 2013, including (i) redeeming or purchasing our stock in excess of agreed-upon amounts; (ii) issuing any equity securities in excess of agreed upon amounts; (iii) approving or recommending a third party’s acquisition of us; (iv) permitting any merger or other combination of Mosaic or MOS Holdings Inc.; and (v) entering into an agreement for the purchase of any interest in Mosaic or MOS Holdings Inc., subject to certain exceptions.

We agreed to indemnify Cargill for taxes and tax-related losses imposed on Cargill as a result of the Split-off and/or Debt Exchange failing to qualify as tax-free, if the taxes and related losses are attributable to, arise out of or result from certain prohibited acts or to any breach of, or inaccuracy in, any representation, warranty or covenant made by us in the tax agreement referred to above.

The taxes and tax-related losses of Cargill would be material if these transactions fail to qualify as tax-free, and, while we do not believe we engaged in any prohibited acts during the relevant period, if our procedures for avoiding any of these prohibited acts or breaches were ineffective, this indemnity would result in material liabilities from us to Cargill that could have a material adverse effect on us.

For a further discussion of the restrictions and indemnities set forth in the agreements related to the Cargill Transaction, please see Note 18 to our Notes to Consolidated Financial Statements.

expansion plans.

Our acquisition of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (the “Transaction”) is subject to review under antitrust laws and requires governmental approvals which could jeopardize completion of the acquisition or in some cases impose conditions on the acquisition that could have a material adverse effect on our ability to realize the anticipated benefits of the Transaction.

Completion of the Transaction is conditioned upon obtaining certain required governmental authorizations.

There can be no assurance that the authorizations will be obtained, and we and the sellers are not obligated to accept any and all conditions imposed by governmental authorities in order to obtain such authorizations.

In addition, the governmental authorities with or from which these authorizations are required have broad discretion in administering the governing regulations.

As a condition to authorization of the acquisition, these governmental authorities may impose requirements, limitations or costs or require divestitures or place restrictions on our conduct of the business after completion of the Transaction.

Our acceptance of any such divestiture requests or other restrictions on operations could diminish the benefits of the Transaction and result in additional transaction costs, loss of revenue or other effects associated with restrictions on business operations.

In addition, at any time before or after completion of the acquisition, the Antitrust Division of the U.S. Department of Justice or the U.S. Federal Trade Commission, any state or certain foreign governments could take various actions under antitrust, competition or similar laws, including seeking to enjoin the completion of the Transaction or to rescind the Transaction.

Private parties also may seek to take legal action under antitrust, competition or similar laws under certain circumstances.

A challenge to the Transaction on antitrust, competition or similar grounds may be made by any of these governmental or private parties and, if such a challenge is made, it is possible that we and the sellers will not prevail.

The Transaction is also subject to additional risks, contingencies and uncertainties that could result in delays to completion of the Transaction, in the failure of the Transaction to be completed or in our inability to realize the anticipated benefits and synergies of the Transaction.

Completion of the Transaction is subject to certain additional closing conditions, including (i) the timely completion of restructuring transactions by the sellers, including the transfer of Vale Fertilizantes S.A.’s Cubatão business to Vale and its affiliates; (ii) the achievement of certain additional specified regulatory and operational milestones; and (iii) the absence of governmental actions due to the recent water loss incident at our New Wales, Florida facility that result in a reduction or suspension of operations or increased operating costs at the facility and would be reasonably be expected to materially adversely impact Mosaic and its subsidiaries, taken as a whole.

We [removed: mine phosphate rock in Florida and] process rock into finished phosphate products at facilities in [removed: Florida and Louisiana.][added: Florida, Louisiana and, following the Acquisition, Brazil.]

We mine potash in Saskatchewan and New [removed: Mexico.][added: Mexico and, following the Acquisition, Brazil.]

We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as [added: a] strategic equity [removed: investments in a phosphate rock mine in the Bayovar region] [added: investment] in [removed: Peru and] a joint venture formed to develop [added: and operate] a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia.

The following charts show the respective contributions to [removed: 2016] [added: 2017] sales volumes, net sales and operating earnings for each of [removed: these] [added: our] business [removed: segments:][added: segments in effect at December 31, 2017:]

[removed: ][added: ]

We sell phosphate-based crop nutrients and animal [removed: feed ingredients throughout North America and internationally.]

We account for approximately 14% of estimated global annual production and [removed: 75%] [added: 74%] of estimated North American annual production of concentrated phosphate crop nutrients.

We account for approximately [removed: 12%] [added: 13%] of estimated global annual potash production and 39% of estimated North American annual potash production.

In May 2011, Cargill divested its interest in us in a split-off [removed: (the “Split-off”)] to its stockholders [removed: (the “Exchanging Cargill Stockholders”)] and a debt exchange [removed: (“Debt Exchange”)] with certain Cargill debt [removed: holders (the “Exchanging Cargill Debt Holders”).][added: holders.]

Business Developments during [removed: 2016][added: 2017]

| • | [removed: Growth:] Grow our production of essential crop nutrients and operate with increasing efficiency |

| • | During [removed: 2016,] [added: 2017,] we made equity contributions of [removed: $220] [added: $62.5] million to the [removed: Ma'aden Wa'ad] [added: Ma’aden Wa’ad] Al Shamal Phosphate Company (“MWSPC”), our joint venture with Saudi Arabian Mining Company (“Ma’aden”) and Saudi Basic Industries Corporation (“SABIC”) to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. Our cash investment at December 31, [removed: 2016] [added: 2017] and as of the date of this report, is approximately [removed: $707] [added: $770] million. We currently estimate that our total cash investment in MWSPC, including the [removed: amount we have invested to date, will approximate $850 million. We expect our future cash contributions to be approximately $143 million. We estimate the total cost to develop and construct the integrated phosphate] |

We expect [removed: this] [added: the remaining] amount to be funded through external debt facilities, [added: income from ammonia operations] and [added: remaining] investments by the joint venture members.

| • | We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy [removed: mine, which we expect] [added: mine and began] to [removed: begin mining] [added: mine a limited amount of] potash ore [added: from these shafts] in [removed: 2017 and following] [added: 2017. Following] ramp-up, [added: we expect this expansion] to add an estimated 0.9 million tonnes to our [added: existing] potash operational capacity. Once completed, this will provide us the opportunity to mitigate future brine inflow management costs and risk. |

| • | [removed: Market Access:] Expand our reach and impact by continuously strengthening our distribution network |

| • | We had record sales volumes of [removed: 6.8] [added: 7.4] million tonnes in our International Distribution segment in [removed: 2016.] [added: 2017.] |

| ◦ | We are on track to [removed: meet the goal we set to] achieve [added: our goal of reaching] $500 million in cost savings by the end of 2018. We are approximately [removed: 80%] [added: 85%] of the way toward meeting this goal. |

| ◦ | We are managing our capital through the reduction, deferral or elimination of certain capital spending. Capital expenditures in [removed: 2016] [added: 2017] were the lowest in over five years. |

| [removed: ◦] [added: (g)] | In July 2016, we temporarily idled our Colonsay, Saskatchewan potash mine for the remainder of 2016 in light of reduced customer demand while adapting to challenging potash market conditions. [removed: Our lower-cost Esterhazy and Belle Plaine mines, in combination with existing inventory, allowed us to meet our short-term potash supply needs for 2016.] We resumed production [removed: at Colonsay] in January 2017. |

| • | [removed: Subsequent to year-end, we announced that] [added: On October 31, 2017,] our [removed: Board] [added: board] of [removed: Directors has] [added: directors] approved a reduction in our [removed: target] annual dividend [removed: to] [added: from] $0.60 per [added: share to $0.10 per] share, effective with [removed: our next declaration, expected in May] [added: the dividend paid on December 21,] 2017. |

We have included additional information about these and other developments in our business during [removed: 2016] [added: 2017] in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Analysis”) and in the Notes to our Consolidated Financial Statements.

[removed: | • | The financial statements and supplementary financial information in our Consolidated Financial Statements (“Consolidated Financial Statements”).] This information is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” [removed: |]

Our U.S. phosphates operations have capacity to produce approximately 5.3 million tonnes of phosphoric acid (“P2O5”) per year, or about [removed: 10%] [added: 9%] of world annual capacity and about 60% of North American annual capacity.

Our U.S. phosphoric acid production totaled approximately [removed: 4.5] [added: 4.4] million tonnes during [removed: 2016.][added: 2017.]

We account for approximately 10% of estimated global annual production and [removed: 61%] [added: 58%] of estimated North American annual output.

[removed: ][added: ]

Annual capacity by plant as of December 31, [removed: 2016] [added: 2017] and production volumes by plant for [removed: 2016] [added: 2017] are listed below:

| Bartow | | 0.9 | | | 1.0 | | | [removed: 2.2] [added: 2.3] | | | 2.2 | |

| Riverview | | 0.9 | | | 0.8 | | | [removed: 1.8] [added: 1.7] | | | 1.6 | |

| Plant [removed: City] [added: City(d)] | | 1.0 | | | [removed: 0.7] [added: 0.6] | | | 2.0 | | | [removed: 1.4] [added: 1.3] | |

| Total | | 5.3 | | | [removed: 4.5] [added: 4.4] | | | 11.7 | | | [removed: 9.5] [added: 9.4] | |

We produced approximately [removed: 8.9] [added: 9.0] million tonnes of concentrated phosphate crop nutrients during [removed: 2016] [added: 2017] and accounted for approximately 14% of estimated world annual output and [removed: 75%] [added: 74%] of estimated North American annual production.

Our phosphate rock production totaled approximately [removed: 14.2] [added: 15.0] million tonnes in [removed: 2016] [added: 2017] and accounted for approximately 7% of estimated world annual production and 54% of estimated North American annual production.

We are the world’s second largest miner of phosphate rock [added: (excluding China)] and currently operate four mines with a combined annual capacity of approximately 17.2 million tonnes.

During [removed: 2016,] [added: 2017,] we operated four active mines: Four Corners, South Fort Meade, Wingate and South Pasture.

The following table shows, for each of our phosphate mines, annual capacity as of December 31, [removed: 2016] [added: 2017] and rock production volume and grade for the years [added: 2017,] 2016, [removed: 2015,] and [removed: 2014:][added: 2015:]

| (tonnes in millions) | Annual Operational Capacity(a)(b) | | | [removed: 2016] [added: 2017] | | | | | | | | | [removed: 2015] [added: 2016] | | | | | | | | | [removed: 2014] [added: 2015] | | | | | | | |

| Four Corners | 7.0 | | | [removed: 5.3] [added: 6.4] | | | [removed: 63.2] [added: 62.4] | | | [removed: 28.9] [added: 28.5] | | | [removed: 5.7] [added: 5.3] | | | [removed: 63.6] [added: 63.2] | | | [removed: 29.1] [added: 28.9] | | | [removed: 5.4] [added: 5.7] | | | [removed: 63.8] [added: 63.6] | | | [removed: 29.2] [added: 29.1] | |

| South Fort Meade | 5.5 | | | [removed: 4.2] [added: 4.4] | | | [removed: 63.0] [added: 63.6] | | | [removed: 28.8] [added: 29.1] | | | [removed: 4.3] [added: 4.2] | | | [removed: 62.2] [added: 63.0] | | | [removed: 28.5] [added: 28.8] | | | [removed: 4.1] [added: 4.3] | | | [removed: 61.6] [added: 62.2] | | | [removed: 28.2] [added: 28.5] | |

| South [removed: Pasture(f)] [added: Pasture] | 3.2 | | | [removed: 3.4] [added: 2.8] | | | [removed: 62.5] [added: 62.6] | | | 28.6 | | | [removed: 3.3] [added: 3.4] | | | [removed: 61.4] [added: 62.5] | | | [removed: 28.1] [added: 28.6] | | | [removed: 2.6] [added: 3.3] | | | [removed: 60.9] [added: 61.4] | | | [removed: 27.9] [added: 28.1] | |

Following our January 8, 2018 acquisition (the “Acquisition”) of the global phosphate and potash operations of Vale S.A. conducted through Mosaic Fertilizantes P&K S.A. (formerly Vale Fertilizantes S.A.), we are the leading fertilizer production and distribution company in Brazil.

We mine phosphate rock in Florida and, following the Acquisition, in Brazil.

Upon completion of the Acquisition, we became the majority owner of an entity operating a phosphate rock mine in the Bayovar region in Peru, in which we previously held a minority equity interest.

Following completion of the Acquisition, we expect to realign our reporting segments to reflect the changes in our operations as our business in Brazil will no longer be strictly a distribution business.

Our new segment will be called Mosaic Fertilizantes and will include the operations of Brazil and Paraguay.

The results of the Miski Mayo Mine will be consolidated in our Phosphates segment.

The results of our existing India and China distribution businesses will be reflected with Corporate and Other.

These changes will be effective in the first quarter of 2018.

feed ingredients throughout North America and internationally.

Mosaic Fertilizantes Acquisition

On January 8, 2018, we completed our acquisition (the “Acquisition”) of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we also refer to as Mosaic Fertilizantes).

The aggregate consideration paid by Mosaic at closing was $1.08 billion in cash (after giving effect to certain adjustments based on matters such as the working capital of Mosaic Fertilizantes, which were estimated at the time of closing) and 34,176,574 shares of our Common Stock, par value $0.01 per share.

The cash portion of the purchase price is subject to adjustment following closing to reflect actual balances at the time of closing.

The assets we acquired include five Brazilian phosphate rock mines; four chemical plants; a potash mine in Brazil; an additional 40% economic interest in the Miski Mayo Mine, which increased our aggregate interest to 75%; and a potash project in Kronau, Saskatchewan.

amount we have invested to date, will approximate $840 million.

We are contractually obligated to make future cash contributions of approximately $70 million.

We estimate the total cost to develop and construct the integrated phosphate production facilities to be approximately $8.0 billion, of which approximately $7.0 billion has been spent.

| • | Focus on optimizing our asset portfolio and achieving our long-term balance sheet targets |

| • | On November 13, 2017, we completed a $1.25 billion public debt offering, consisting of $550 million aggregate principal amount of 3.250% senior notes due 2022 and $700,000,000 aggregate principal amount of 4.050% senior notes due 2027. Proceeds from this offering were used to fund the $1.08 billion cash portion of the purchase price of the Acquisition paid at closing. The remainder was used to pay transaction costs and expenses and to fund a portion of the $200 million that we prepaid against our outstanding term loan in January 2018. |

| ◦ | In 2016, we also targeted an additional $75 million in savings in our support functions, and realized that goal in 2017. |

| ◦ | On October 30, 2017, we announced the temporary idling of our Plant City, Florida phosphate manufacturing facility for at least one year and restructured our Phosphates operations. We have recorded pre-tax charges of $20 million in 2017 related to the temporary idling of this facility and the restructuring. We expect that these actions will reduce market disruption from new capacity additions, including MWSPC. We also expect to see higher phosphate margins and lower capital requirements for the Company by reducing production at a relatively higher-cost facility. |

| • | The financial statements and supplementary financial information in our Consolidated Financial Statements (“Consolidated Financial Statements”). |

| | | 4.5 | | | 3.8 | | | 10.1 | | | 8.0 | |

| (d) | On December 10, 2017, we temporarily idled our Plant City, Florida phosphate manufacturing facility for a period of at least one year. |

| South Fort Meade | 19.3 | | | 61.8 | | | 28.3 | |

| Wingate | 29.6 | | | 63.1 | | | 28.9 | |

| DeSoto | 151.1 | | (e) | 64.0 | | | 29.3 | |

With the closing of the Acquisition, we acquired an additional 40% economic interest, bringing our aggregate interest to 75% in 2018.

MWSPC has entered into definitive agreements with SIDF to draw up to $560 million from the total SIDF-approved amount.

gathering to terminals that are located on the U.S. gulf coast.

We purchase approximately one-third of our ammonia from various suppliers in the spot market with the remaining two-thirds either purchased through our ammonia supply agreement (the “CF Ammonia Supply Agreement”) with an affiliate of CF Industries Inc. (“CF”) or produced internally at our Faustina, Louisiana location.

During the second half of 2017, a specialized tug and barge unit began transporting ammonia for us between a load location at Donaldsonville, Louisiana and a discharge location at Tampa, Florida.

fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities.

Following ramp-up, these shafts are expected to add an estimated 0.9 million tonnes to our annual potash operational capacity.

See “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” in our Management’s Analysis and “Our

| Owned in fee | 16,101 | | | 9,401 | | | 114,945 | | | 140,447 | |

| Leased from others | — | | | 3,532 | | | 79,543 | | | 83,075 | |

| Total under control | 67,699 | | | 127,066 | | | 391,741 | | | 586,506 | |

| Colonsay | | 235 | | | 26.3 | | | 468 | |

| Esterhazy | | 865 | | | 24.7 | | | 655 | |

| | |

| --- | --- |

An aggregate of 157.0 million of these shares were sold by certain of the Exchanging Cargill Stockholders and the Exchanging Cargill Debt Holders in underwritten public secondary offerings or to us, and all other shares (approximately 128.8 million shares in the aggregate) of our Class A Common Stock (“Class A Shares”) received by the Exchanging Cargill Stockholders in the split-off were subsequently either repurchased by us in 2014 or converted to regular shares of our Common Stock as described in Note 18 of our Consolidated Financial Statements.

No Class A Shares remain outstanding and none are authorized under our Restated Certificate of Incorporation.

| • | On December 19, 2016, we entered into an agreement to acquire Vale S.A.'s global phosphate and potash operations conducted through Vale Fertilizantes S.A. for a purchase price valued at $2.5 billion, consisting of $1.25 billion in cash and 42,286,874 shares of Mosaic common stock. When completed, this transaction will increase our finished phosphates capacity by approximately five million tonnes and our finished potash capacity by approximately 500,000 tonnes. The assets we will acquire upon closing include five Brazilian phosphate rock mines; four chemical plants; a potash mine in Brazil; an additional 40% economic interest in the Miski Mayo Mine, which will increase our aggregate interest to 75%; a Kronau, Saskatchewan potash project; and a 20% interest in the Tiplam port. We also have an option under the agreement to purchase a potash mine in Rio Colorado, Argentina. Upon closing, Mosaic expects to become the leading fertilizer production and distribution company in Brazil. On February 6, 2017 we received notice from the U.S. Federal Trade Commission that it had granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, satisfying one of the conditions to closing. The transaction is expected to close in late 2017 and is subject to the satisfaction of other regulatory and closing conditions. |

production facilities to be approximately $8.0 billion.

| • | On November 15, 2016 the U.S. Army Corps of Engineers issued the final permit that will allow us to extend our mining operations from our South Pasture, Florida phosphate mine onto the adjoining South Pasture Extension, which includes land parcels totaling approximately 7,500 acres. We believe this will enable us to extend our mining operations at South Pasture for an additional 14 years. |

| • | In 2016, we commenced a proving run at our Belle Plaine, Saskatchewan potash mine which was completed on February 7, 2017, and will be taken into account in determining our Canpotex allocation in the second half of 2017. |

| • | Innovation: Build on our industry-leading product, process and sustainability innovations |

| • | We completed our investments to expand our MicroEssentials® capacity, adding an incremental 1.2 million tonnes and bringing our total capacity to 3.5 million tonnes in 2017. Our sales volumes of MicroEssentials® products in 2016 were 2.2 million tonnes, including sales from our International Distribution segment, which represents an increase of 23% over 2015. |

| • | Total Shareholder Return: Deliver strong financial performance and provide meaningful returns to our shareholders |

| • | On November 18, 2016 we upsized and extended our prior $1.5 billion unsecured revolving credit facility, and refinanced our prior term loan facility, with a new unsecured five-year credit facility comprised of a revolving credit facility of up to $2.0 billion and a $720 million term loan facility. |

| • | We entered into, and in March 2016 settled, an accelerated share repurchase transaction under which we received a total of 2,766,588 shares of our Common Stock in exchange for a payment of $75 million. The transaction was conducted under the $1.5 billion repurchase program authorized by our Board of Directors in May 2015 (the "2015 Repurchase Program"). |

| ◦ | We are targeting an additional $75 million in savings in our support functions and expect to realize most of these savings by the end of 2017. Selling, general and administrative expenses in 2016 were the lowest amount in the last ten years, benefiting from our ongoing expense management initiatives. |

On March 17, 2014, we completed our acquisition (the "CF Phosphate Assets Acquisition") of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc. ("CF"), which included the 25,000-acre South Pasture phosphate mine and beneficiation plant in Hardee County, Florida, a phosphate manufacturing facility in Plant City, Florida, and ammonia terminal and finished product warehouse facilities in Tampa.

| | | 4.5 | | | 3.9 | | | 10.1 | | | 8.1 | |

The Hookers Prairie mine's reserves were exhausted during 2014.

| Hookers Prairie(e) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.8 | | | 64.8 | | | 29.8 | |

mining at any particular time, maintenance and turnaround time, accidents, mechanical failure, weather conditions, and other operating conditions, as well as the effect of recent initiatives intended to improve operational excellence.

| (e) | The Hookers Prairie mine’s reserves were exhausted during 2014. |

| (f) | Production at the South Pasture mine in 2014 reflects rock mined from March of 2014, when the mine was acquired. |

| South Fort Meade | 23.3 | | | 62.7 | | | 28.7 | |

| Wingate | 30.0 | | | 63.0 | | | 28.8 | |

| DeSoto | 151.1 | | (e) | 63.9 | | | 29.2 | |

Upon the closing of our proposed acquisition of Vale Fertilizantes S.A. we will acquire an additional 40% economic interest in the Miski Mayo joint venture, which will bring our aggregate interest to 75%.

We currently expect that MWSPC will work to finalize definitive agreements for loans from SIDF in the lower amount of approximately $560 million by April 30, 2017.

The new sulfur melter at our New Wales facility became operational in the first quarter of 2016 and with the melter we are now able to purchase formed sulfur, which is more broadly available than molten sulfur.

The sulfur melter has the capability to melt over one million long tons of sulfur annually, allowing us to leverage economic benefits within the global sulfur marketplace.

Ammonia for our Plant City facility is terminaled through an owned facility in Tampa, Florida, that was acquired as part of the CF Phosphate Assets Acquisition.

This ammonia is transported by rail via leased railcars.

The leases for rail cars expire in 2017, 2018 and 2019.

A specialized tug and barge unit is currently under construction for use in transporting the ammonia and is expected to be operational in the second half of 2017.

While the market prices of natural gas and

operational capacity.

| Carlsbad—MOP(g) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2.5 | | | 9.5 | | | 0.2 | |

| (g) | Effective December 28, 2014, we permanently discontinued production of MOP at our Carlsbad facility. |

| (h) | In July 2016, we temporarily idled our Colonsay, Saskatchewan potash mine for the remainder of 2016 in light of reduced customer demand while adapting to challenging potash market conditions. We resumed production in January 2017. |

| Owned in fee | 15,236 | | | 10,845 | | | 113,514 | | | 139,595 | |

| Leased from others | — | | | 3,518 | | | 78,958 | | | 82,476 | |

| Total under control | 68,368 | | | 128,496 | | | 388,008 | | | 584,872 | |

[removed: This] [added: That] information is incorporated herein by reference.

We are also subject to the following legal and environmental proceeding in addition to those described in Note 21 of our Notes to Consolidated Financial Statements:

| | |

| --- | --- |

| • | Nutrient Discharges into the Gulf of Mexico and Mississippi River Basin. On March 13, 2012, the Gulf Restoration Network, the Missouri Coalition for the Environment, the Iowa Environmental Council, the Tennessee Clean Water Network, the Minnesota Center for Environmental Advocacy, Sierra Club, the Waterkeeper Alliance, Inc., the Prairie Rivers Network, the Kentucky Waterways Alliance, the Environmental Law & Policy Center and the Natural Resources Defense Council, Inc. brought a lawsuit in the U.S. District Court for the Eastern District of Louisiana (the "Louisiana District Court") against EPA, seeking to require it to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin. In July 2011, EPA had denied the plaintiffs’ July 2008 petition seeking such standards. On May 30, 2012, the Louisiana District Court granted our motion to intervene in this lawsuit. |

On September 20, 2013, the Louisiana District Court issued a decision in this matter, holding that while EPA was required to respond directly to the petition and find that numeric nutrient criteria either were or were not necessary for the Mississippi River watershed, EPA had the discretion to decide this issue based on non-technical factors, including cost, policy considerations, administrative complexity and other issues.

EPA appealed this decision to the Fifth Circuit Court of Appeals (the "Court of Appeals") in November 2013.

The Court of Appeals issued a decision on April 7, 2015, holding in substantial part that EPA was not obligated to make a determination that numeric nutrient criteria are or are not necessary, provided EPA gives a reasonable explanation for its conclusion.

The Court of Appeals remanded the case to the Louisiana District Court to decide whether EPA can meet that burden.

On November 20, 2015 EPA filed a motion with the Louisiana District Court seeking summary judgment and on January 14, 2016, non-state intervenors including Mosaic filed a brief supporting EPA's motion.

On December 15, 2016, the Louisiana District Court granted EPA's motion for summary judgment.

To the extent the plaintiffs appeal the Louisiana District Court decision, we intend to continue to defend vigorously EPA’s position.

In the event that EPA were to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin and the Gulf of Mexico, we cannot predict what its requirements would be or the effects it would have on us or our customers.

For the year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer”, “accelerated filer”, [removed: and] “smaller reporting [added: company”, and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

(Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer [added: (Do not check if a smaller reporting company)] ¨ Smaller reporting company ¨ [added: Emerging growth company ¨]

As of June 30, [removed: 2016,] [added: 2017,] the aggregate market value of the registrant’s voting common stock held by stockholders, other than directors, executive officers, subsidiaries of the Registrant and any other person known by the Registrant as of the date hereof to beneficially own ten percent or more of any class of Registrant’s outstanding voting common stock, and consisting of shares of Common Stock, was approximately [removed: $10.1] [added: $8.9] billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock: [removed: 350,238,549] [added: 385,226,223] shares of Common Stock as of February [removed: 10, 2017.][added: 15, 2018.]

| 1. | Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2017] [added: 2018] Annual Meeting of Stockholders (Part III) |

[removed: 2016] [added: 2017] FORM 10-K CONTENTS

| Item 1. | [removed: [Business](#sC7735665442D616A389918EE99DCF919)] [added: [Business](#sD3986C3C2B7A5DB4A0AAA21FD4C378D7)] | [removed: [1](#sC7735665442D616A389918EE99DCF919)] [added: [1](#sD3986C3C2B7A5DB4A0AAA21FD4C378D7)] |

| | • [Business Segment [removed: Information](#sAB71E851465D69C0814018EE9A3098DA)] [added: Information](#s27DB774A69B0506E865134288FD06488)] | [removed: [4](#sAB71E851465D69C0814018EE9A3098DA)] [added: [3](#s27DB774A69B0506E865134288FD06488)] |

| | • [Sales and Distribution [removed: Activities](#s447282032FAF008AD0B218EE9AD64886)] [added: Activities](#s2BA8E6A04A4E5496A3A19D073F0CF37D)] | [removed: [17](#s447282032FAF008AD0B218EE9AD64886)] [added: [16](#s2BA8E6A04A4E5496A3A19D073F0CF37D)] |

| | • [Factors Affecting [removed: Demand](#s33DDAED57903361914E418EE9B2933BB)] [added: Demand](#s0D963259A0B4506FA2FA75C75E60B28D)] | [removed: [19](#s33DDAED57903361914E418EE9B2933BB)] [added: [18](#s0D963259A0B4506FA2FA75C75E60B28D)] |

| | • [Other [removed: Matters](#sA90A77DDE68C0EBEA90D18EE9B5BA299)] [added: Matters](#s3EE85A96ADE952C78410B42E20E0A464)] | [removed: [19](#sA90A77DDE68C0EBEA90D18EE9B5BA299)] [added: [19](#s3EE85A96ADE952C78410B42E20E0A464)] |

| | • [Executive [removed: Officers](#s6621A99FA26BEF056FFF18EE9B86B354)] [added: Officers](#sB920624A858D565D9E6D06AD7893414D)] | [removed: [20](#s6621A99FA26BEF056FFF18EE9B86B354)] [added: [19](#sB920624A858D565D9E6D06AD7893414D)] |

| Item 1A. | [Risk [removed: Factors](#sDB598500DDF63514E5FF18EE9BB8C5FF)] [added: Factors](#s28C393B22C2854F28F6C894DC1818799)] | [removed: [21](#sDB598500DDF63514E5FF18EE9BB8C5FF)] [added: [21](#s28C393B22C2854F28F6C894DC1818799)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s7C17F0057F79F9CD953118EE9BE161D7)] [added: Comments](#sABA8C2B5F42A5D7AA19AA9F599D966DF)] | [removed: [39](#s7C17F0057F79F9CD953118EE9BE161D7)] [added: [38](#sABA8C2B5F42A5D7AA19AA9F599D966DF)] |

| Item 2. | [removed: [Properties](#s120C31A638EDB1DC847418EE9C029D2D)] [added: [Properties](#sEF7AC47BCEBD5F2D98FDAF2D60DA535E)] | [removed: [39](#s120C31A638EDB1DC847418EE9C029D2D)] [added: [38](#sEF7AC47BCEBD5F2D98FDAF2D60DA535E)] |

| Item 3. | [Legal [removed: Proceedings](#sF344078E52B4F85CB83018EE9C23476E)] [added: Proceedings](#s3985ED4E4B5052A6BBE0031B2EEA92F0)] | [removed: [39](#sF344078E52B4F85CB83018EE9C23476E)] [added: [38](#s3985ED4E4B5052A6BBE0031B2EEA92F0)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sDC0BBB571096D757B34618EE9C55B7E8)] [added: Disclosures](#s2E4FE8EA32F451EB99ADAACC1132F51A)] | [removed: [40](#sDC0BBB571096D757B34618EE9C55B7E8)] [added: [38](#s2E4FE8EA32F451EB99ADAACC1132F51A)] |

| Item 5. | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s237CF30CE872F68DC53018EE7E6E175A)] [added: Securities](#sBC3107AD166E58CCB9B8FBD9CB1778D6)] | [removed: [41](#s237CF30CE872F68DC53018EE7E6E175A)] [added: [39](#sBC3107AD166E58CCB9B8FBD9CB1778D6)] |

| Item 6. | [Selected Financial [removed: Data](#s8EC880ECA5681790577118EE9CCA3464)] [added: Data](#s33E6DEB77F0451F99D831B195B7C477D)] | [removed: [41](#s8EC880ECA5681790577118EE9CCA3464)] [added: [39](#s33E6DEB77F0451F99D831B195B7C477D)] |

| Item 7. | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sF0A30103E32D3060971F18EE9CFCE69C)] [added: Operations](#s132CD85254295262989F57337A2C956D)] | [removed: [42](#sF0A30103E32D3060971F18EE9CFCE69C)] [added: [39](#s132CD85254295262989F57337A2C956D)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sCF886B31DE28683FCB7F18EE9D1DFCD8)] [added: Risk](#s8F34129096545F1993F6AD0FE46CD198)] | [removed: [42](#sCF886B31DE28683FCB7F18EE9D1DFCD8)] [added: [40](#s8F34129096545F1993F6AD0FE46CD198)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s507788F958C327F61A4F18EE9D4F1F2C)] [added: Data](#sCBB37A294E795CED9D58F03F104C563E)] | [removed: [42](#s507788F958C327F61A4F18EE9D4F1F2C)] [added: [40](#sCBB37A294E795CED9D58F03F104C563E)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#sE25C0D5AA480D5F299DA18EE9D7ABA35)] [added: Disclosures](#s2B42AF6EB4D255C69F4DB7F9E15A3B41)] | [removed: [42](#sE25C0D5AA480D5F299DA18EE9D7ABA35)] [added: [40](#s2B42AF6EB4D255C69F4DB7F9E15A3B41)] |

| Item 9A. | [Controls and [removed: Procedures](#s1701F73FF51F552F28D718EE9DAC638C)] [added: Procedures](#s9D4B5C5940715C9FBE958A03F1EC15A6)] | [removed: [42](#s1701F73FF51F552F28D718EE9DAC638C)] [added: [40](#s9D4B5C5940715C9FBE958A03F1EC15A6)] |

| Item 9B. | [Other [removed: Information](#s75580AFFD82BA6FFF61818EE9DC53663)] [added: Information](#s715D9DFA6E825638B9E7058604365804)] | [removed: [42](#s75580AFFD82BA6FFF61818EE9DC53663)] [added: [40](#s715D9DFA6E825638B9E7058604365804)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sBAAA35AA4DDA9A5B57FF18EE9E17CBE5)] [added: Governance](#s0136BE485BF751F59378FDFF2E95EDE4)] | [removed: [43](#sBAAA35AA4DDA9A5B57FF18EE9E17CBE5)] [added: [41](#s0136BE485BF751F59378FDFF2E95EDE4)] |

| Item 11. | [Executive [removed: Compensation](#sAE8392EBD3714ACC171018EE9E4923D5)] [added: Compensation](#sECD6A9865D3C5315BE2BB927C08E35F1)] | [removed: [43](#sAE8392EBD3714ACC171018EE9E4923D5)] [added: [41](#sECD6A9865D3C5315BE2BB927C08E35F1)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s506E7CC6EF57B6C2AE6918EE9E74857E)] [added: Matters](#s8B9C7FC647525409BB438A22441D5615)] | [removed: [43](#s506E7CC6EF57B6C2AE6918EE9E74857E)] [added: [41](#s8B9C7FC647525409BB438A22441D5615)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s4390093611333A4EDFB718EE9EA6CB75)] [added: Independence](#sEB07F8A63E0A5DADAFBFF00094AD197B)] | [removed: [43](#s4390093611333A4EDFB718EE9EA6CB75)] [added: [41](#sEB07F8A63E0A5DADAFBFF00094AD197B)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s7DC7AC27DD8CD798424618EE9EBE06B8)] [added: Services](#sC306E3F8215C5F4AAB8B5AEC216C5794)] | [removed: [43](#s7DC7AC27DD8CD798424618EE9EBE06B8)] [added: [41](#sC306E3F8215C5F4AAB8B5AEC216C5794)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sCD667EB72DE6896555BC18EE9F116DE4)] [added: Schedules](#s415F45C74AA85F888AFB52BDA226264F)] | [removed: [44](#sCD667EB72DE6896555BC18EE9F116DE4)] [added: [42](#s415F45C74AA85F888AFB52BDA226264F)] |

| [Financial Table of [removed: Contents](#s09B56BF7322BB9B550D518EE9F96A523)] [added: Contents](#s4495D84E4B455AE094154BBCAF9D4C58)] | | [removed: [F-1](#s09B56BF7322BB9B550D518EE9F96A523)] [added: [F-1](#s4495D84E4B455AE094154BBCAF9D4C58)] |

10-K 1 mos-20171231x10k.htm 10-K

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| | • [Overview](#s5E935D6B8AD750C68D15D3146F064968) | [1](#s5E935D6B8AD750C68D15D3146F064968) |

| | • [Competition](#s4249F3850E5F5BD2A9F543F2E11EB4CC) | [17](#s4249F3850E5F5BD2A9F543F2E11EB4CC) |

| Item 16. | [Form 10-K Summary](#s43b1a831715d499f8259be972d203ada) | [48](#s43b1a831715d499f8259be972d203ada) |

| [Signatures](#s09A70DDEEA2852968163F296675DF6FE) | | [S-1](#s09A70DDEEA2852968163F296675DF6FE) |

10-K 1 mos-20161231x10k.htm 10-K

| | • [Overview](#s839F6305603D4E4CDAE718EE9A0EE68E) | [1](#s839F6305603D4E4CDAE718EE9A0EE68E) |

| | • [Competition](#s84ABD07E8ED2CC68B96318EE9B08904B) | [18](#s84ABD07E8ED2CC68B96318EE9B08904B) |

| [Signatures](#sE9A609CE20956CD97BEF18EE9F430FE4) | | [S-1](#sE9A609CE20956CD97BEF18EE9F430FE4) |

| [Exhibit Index](#s970267237FCD7D3E94F818EE7E3AA512) | | [E-1](#s970267237FCD7D3E94F818EE7E3AA512) |

| (a) | Includes grants of stock options, time-based restricted stock units, [added: and] total shareholder return (“TSR”) [removed: performance units,] and [added: return on invested capital (“ROIC”)] performance [removed: shares.] [added: units.] For purposes of the table above, the number of shares to be issued under a [removed: TSR] performance unit [removed: or performance share] [added: award] reflects the maximum number of shares of our common stock that may be issued pursuant to such [removed: TSR] performance [removed: unit or performance share.] [added: award.] The actual number of shares to be issued under a TSR performance unit [added: award] 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 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 dividends thereon is at least twice its market price on the date of grant. The actual number of shares to be issued under [removed: a] [added: an ROIC] performance [removed: share depended] [added: unit award will depend] on [added: the cumulative spread between] our [removed: achievement] [added: ROIC and our weighted-average cost] of [removed: controllable operating costs per tonne goals] [added: capital] over a three-year [removed: performance period which ended on December 31, 2016. Achievement against these goals will be determined in the first quarter of 2017.] [added: period.] |

During the quarter ended December 31, [removed: 2016] [added: 2017,] no repurchases were made under this program.

At December 31, [removed: 2016] [added: 2017,] we had approximately $850 million of repurchase authorization remaining under the program.

| Equity compensation plans approved by stockholders | | 4,900,272 | | | $ | 49.20 | | | 35,514,673 | |

| Total | | 4,900,272 | | | $ | 49.20 | | | 35,514,673 | |

| Equity compensation plans approved by stockholders | | 4,117,721 | | | $ | 51.11 | | | 37,487,935 | |

| Total | | 4,117,721 | | | $ | 51.11 | | | 37,487,935 | |

We have included selected financial data for calendar years [added: 2017,] 2016, 2015 and 2014, the seven-month transition period ended December 31, [removed: 2013] [added: 2013,] and the twelve months ended [removed: March] [added: May] 31, 2013 [removed: and 2012] under “Five Year Comparison,” in the financial information that is included in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” This information is incorporated herein by reference.

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated any change in internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2016] [added: 2017] in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act.

There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the quarter ended December 31, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information contained under the headings “Proposal No. 1—Election of Directors,” “Corporate Governance—Committees of the Board of Directors,” and “Section 16(a) Beneficial Ownership Reporting Compliance” included in our definitive proxy statement for our [removed: 2017] [added: 2018] annual meeting of stockholders and the information contained under “Executive Officers of the Registrant” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

The information under the headings “Director Compensation”, “Executive Compensation”, and “Compensation Committee Interlocks and Insider Participation” included in our definitive proxy statement for our [removed: 2017] [added: 2018] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Beneficial Ownership of Securities” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2017] [added: 2018] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Corporate Governance—Board Independence,” “Corporate Governance—Committees of the Board of Directors,” “Corporate Governance—Other Policies Relating to the Board of Directors—Policy and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2017] [added: 2018] annual meeting of stockholders is incorporated herein by reference.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm—Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm—Pre-approval of Independent Registered Public Accounting Firm Services” included in our definitive proxy statement for our [removed: 2017] [added: 2018] annual meeting of stockholders is incorporated herein by reference.

| (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.” | [added: | | | |]

| | (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.” | [added: | | | |]

| | (3) | Reference is made to the Exhibit Index [removed: beginning on page E-1 hereof.] [added: in (b) below.] | [added: | | | |]

| (b) | Exhibits | | [added: | | | |]

| (c) | Summarized financial information of 50% or less owned persons is included in Note 8 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. | | [added: | | | |]

| 2.i. | | [removed: Agreement] [added: [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, [removed: 2004] [added: 2004](http://www.sec.gov/Archives/edgar/data/1285785/000119312504180752/dex21.htm)] (1) | | Exhibit 2.1 to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004(2) | | |

| [removed: 2.v.] [added: 2.ii] | | [removed: Stock] [added: [Stock] Purchase Agreement dated as of December 19, 2016, among Mosaic, Vale S.A. and Vale Fertilizer Netherlands [removed: B.V.(1)] [added: B.V.](http://www.sec.gov/Archives/edgar/data/1285785/000119312516796869/d311180dex21.htm) (1)] | | Exhibit 2.1 to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated and filed on December 19, 2016(2) | | |

| [removed: 2.vi.] [added: 2.ii.b] | | [removed: Form of Investor] [added: [Investor] Agreement by and among Mosaic, Vale Fertilizer Netherlands B.V. and Vale [removed: S.A.(1)] [added: S.A.](http://www.sec.gov/Archives/edgar/data/1285785/000124378618000005/exhibit23investoragreement.htm)(1)] | | Exhibit [removed: 2.2] [added: 2.3] to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated [added: January 8, 2018] and filed on [removed: December 19, 2016(2)] [added: January 9, 2018(2)] | | |

| 3.i. | | [removed: Restated] [added: [Restated] Certificate of Incorporation of Mosaic, effective May 19, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000124378616000305/exhibit3irestatedcertifica.htm)] | | Exhibit 3.i to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | | |

| 3.ii. | | [removed: Amended] [added: [Amended] and Restated Bylaws of Mosaic, effective May 19, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000124378616000305/exhibit3iiamendedandrestat.htm)] | | Exhibit 3.ii to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | | |

| 4.i | | [removed: Second] [added: [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 [removed: thereto] [added: thereto](http://www.sec.gov/Archives/edgar/data/1285785/000124378616000392/exhibit203secondamendedand.htm)] | | Exhibit 4.i to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated November 18, 2016 and filed on November 21, 2016(2) | | |

| 4.ii. | | [removed: Indenture] [added: [Indenture] dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/1285785/000119312511278238/d246255dex41.htm)] | | Exhibit [removed: 4.i.] [added: 4.1] to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) | | |

| [removed: 10.iii.a.(4)] [added: 10.iii.a.(3)] | | [removed: The] [added: [The] Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, [removed: 2009] [added: 2009](http://www.sec.gov/Archives/edgar/data/1285785/000119312509180765/ddef14a.htm#toc22113_60)] | | Appendix A to [removed: Mosaic's] [added: Mosaic’s] Proxy Statement dated August 25, 2009(2) | | |

| [removed: 10.iii.a.1(4)] [added: 10.iii.a.1(3)] | | [removed: Form] [added: [Form] of Amendment dated May 11, 2011, to the Omnibus Incentive [removed: Plan] [added: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiiu.htm)] | | Exhibit 10.iii.u. to [removed: Mosaic's] [added: Mosaic’s] Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | | |

| [removed: 10.iii.a.2(4)] [added: 10.iii.a.2(3)] | | [removed: Form] [added: [Form] of Employee Non-Qualified Stock Option under the Omnibus Incentive Plan, approved July [removed: 6, 2006] [added: 30, 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312508208519/dex10iiia.htm)] | | Exhibit [removed: 99.3.] [added: 10.iii.a.] to [removed: Mosaic's Current] [added: Mosaic’s Quarterly] Report on Form [removed: 8-K dated August 2, 2006, and filed on] [added: 10-Q for the Quarterly Period ended] August [removed: 2, 2006(2)] [added: 31, 2008(2)] | | |

| [removed: 10.iii.a.3(4)] [added: 10.iii.a.3(3)] | | [removed: Form] [added: [Form] of Employee [removed: Non-Qualified] [added: Nonqualified] Stock Option under the Omnibus Incentive Plan, approved July [removed: 30, 2008] [added: 20, 2011](http://www.sec.gov/Archives/edgar/data/1285785/000119312511260021/d237212dex10iiib.htm)] | | Exhibit [removed: 10.iii.a.] [added: 10.iii.b.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, [removed: 2008(2)] [added: 2011(2)] | | |

| [removed: 10.iii.a.4(4)] [added: 10.iii.k.3(3)] | | [removed: Form] [added: [Form] of Employee [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit Award Agreement] under the [removed: Omnibus] [added: 2014] Incentive Plan, approved [removed: July 20, 2011] [added: March 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiib_2015331.htm)] | | Exhibit 10.iii.b. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended [removed: August] [added: March] 31, [removed: 2011(2)] [added: 2015(2)] | | |

| [removed: 10.iii.a.5(4)] [added: 10.iii.k.12(3)] | | [removed: Form] [added: [Form] of Director Restricted Stock Unit Award Agreement under the [removed: Omnibus] [added: 2014] Incentive Plan, approved [removed: October 9, 2008] [added: May 19, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10iiikk_2016630.htm)] | | Exhibit [removed: 10.iii.c.] [added: 10.iii.kk] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period [removed: ended November] [added: Ended June] 30, [removed: 2008(2)] [added: 2016(2)] | | |

| [removed: 10.iii.a.6(4)] [added: 10.iii.k.4(3)] | | [removed: Form] [added: [Form] of Employee Restricted Stock Unit Award Agreement under the [removed: Omnibus] [added: 2014] Incentive Plan, approved March [removed: 17, 2014] [added: 2, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiie_2016331.htm)] | | Exhibit [removed: 10.iii.a.] [added: 10.iii.e.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2014(2)] [added: 2016(2)] | | |

| [removed: 10.iii.a.7(4)] [added: 10.iii.k.7(3)] | | [removed: Form] [added: [Form] of [added: Executive TSR] Performance Unit Award Agreement under the [removed: Omnibus] [added: 2014] Incentive Plan, approved March [removed: 17, 2014] [added: 2, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiib_2016331.htm)] | | Exhibit 10.iii.b. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2014(2)] [added: 2016(2)] | | |

| [removed: 10.iii.a.8(4)] [added: 10.iii.k.6(3)] | | [removed: Form] [added: [Form] of [added: Executive TSR] Performance [removed: Share] [added: Unit] Award Agreement under the [removed: Omnibus] [added: 2014] Incentive Plan, approved March [removed: 27, 2014] [added: 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiid_2015331.htm)] | | Exhibit 10.iii.d. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2014(2)] [added: 2015(2)] | | |

| [removed: 10.iii.c.1(4)] [added: 10.iii.c.1(3)] | | [removed: Form] [added: [Form] of Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, [removed: 2008] [added: 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312509003231/dex10iiib.htm)] | | Exhibit 10.iii.b. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended November 30, 2008(2) | | |

| [removed: 10.iii.c.2(4)] [added: 10.iii.c.2(3)] | | [removed: Form] [added: [Form] of Amendment dated April 13, 2011, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, [removed: 2008] [added: 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiir.htm)] | | Exhibit 10.iii.r. to [removed: Mosaic's] [added: Mosaic’s] Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | | |

| [removed: 10.iii.c.3(4)] [added: 10.iii.c.3(3)] | | [removed: Mosaic] [added: [Mosaic] LTI Deferral [removed: Plan] [added: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000124378615000044/mosaicltideferralplanappro.htm)] | | Exhibit 10.1 to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | | |

| [removed: 10.iii.d.1(4)] [added: 10.iii.d.1(3)] | | [removed: Form] [added: [Form] of Senior Management Severance and Change in Control Agreement, effective April 1, [removed: 2014] [added: 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiid_2017331.htm)] | | Exhibit [removed: 10.iii.e] [added: 10.iii.d] to [removed: the] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2014(2)] [added: 2017(2)] | | |

| [removed: 10.iii.d.2(4)] [added: 10.iii.d.2(3)] | | [removed: Form] [added: [Form] of [removed: Amendment] [added: letter dated June 30, 2017] to [added: executive officers regarding] Senior Management Severance and Change in Control [removed: Agreement] [added: Agreements](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000011/exhibit10iiid2_2017630.htm)] | | Exhibit [removed: 10.1] [added: 10.iii.d.2] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended [removed: September] [added: June] 30, [removed: 2015(2)] [added: 2017(2)] | | |

| [removed: 10.iii.e.1(4)] [added: 10.iii.e.1(3)] | | [removed: Form] [added: [Form] of Agreement between Cargill and Mosaic relating to certain former Cargill [removed: employees'] [added: employees’] participation in the Cargill International Pension [removed: Plan] [added: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312512412302/d402895dex10iiib.htm)] | | Exhibit 10.iii.b. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012(2) | | |

| [removed: 10.iii.e.2(4)] [added: 10.iii.e.2(3)] | | [removed: Form] [added: [Form] of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension [removed: Plan] [added: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312513292097/d566975dex10iiix.htm)] | | Exhibit 10.iii.x. to [removed: Mosaic's] [added: Mosaic’s] Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013(2) | | |

| [removed: 10.iii.f.(4)] [added: 10.iii.f.(3)] | | [removed: Form] [added: [Form] of Indemnification Agreement between Mosaic and its directors and executive [removed: officers] [added: officers](http://www.sec.gov/Archives/edgar/data/1285785/000119312508210005/dex10iii.htm)] | | Exhibit 10.iii. to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008(2) | | |

| [removed: 10.iii.h.(4)] [added: 10.iii.h.(3)] | | [removed: Description] [added: [Description] of Executive Physical [removed: Program] [added: Program](http://www.sec.gov/Archives/edgar/data/1285785/000119312505118394/d8k.htm)] | | Fourth Paragraph of Item 1.01 of [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated May 26, 2005, and filed on June 1, 2005(2) | | |

| [removed: 10.iii.i.(4)] [added: 10.iii.i.(3)] | | [removed: Summary] [added: [Summary] of executive life and disability [removed: plans] [added: plans](http://www.sec.gov/Archives/edgar/data/1285785/000119312514126387/d689200ddef14a.htm#tx689200_35)] | | The material under “Compensation Discussion and Analysis—Elements of Compensation—Executive Life and Disability Plans” in [removed: Mosaic's] [added: Mosaic’s] Proxy Statement dated April 2, 2014(2) | | |

| [removed: 10.iii.k.(4)] [added: 10.iii.k.(3)] | | [removed: The] [added: [The] Mosaic Company 2014 Stock and Incentive Plan (the [removed: "2014] [added: “2014] Incentive [removed: Plan")] [added: Plan”)](http://www.sec.gov/Archives/edgar/data/1285785/000119312514126387/d689200ddef14a.htm#tx689200_73)] | | Appendix B to [removed: Mosaic's] [added: Mosaic’s] Proxy Statement dated April 2, 2014(2) | | |

| [removed: 10.iii.k.1(4)] [added: 10.iii.k.1(3)] | | [removed: Form] [added: [Form] of Non-Qualified Stock Option under the 2014 Incentive Plan, approved March 5, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiia_2015331.htm)] | | Exhibit 10.iii.a. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | | |

| [removed: 10.iii.k.2(4)] [added: 10.iii.k.2(3)] | | [removed: Form] [added: [Form] of Non-Qualified Stock Option under the 2014 Incentive Plan, approved March 2, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiia_2016331.htm)] | | Exhibit 10.iii.a. to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | | |

| [removed: 10.iii.k.3(4)] [added: 10.iii.k.5(3)] | | [removed: Form] [added: [Form] of Employee [removed: Restricted Stock] [added: TSR Performance] Unit Award Agreement under the 2014 Incentive Plan, approved March 5, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiic_2015331.htm)] | | Exhibit [removed: 10.iii.b.] [added: 10.iii.c.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | | |

| [removed: 10.iii.k.4(4)] [added: 10.iii.k.9(3)] | | [removed: Form] [added: [Form] of Employee [removed: Restricted Stock] [added: ROIC Performance] Unit Award Agreement under the 2014 Incentive Plan, approved March 2, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiid_2016331.htm)] | | Exhibit [removed: 10.iii.e.] [added: 10.iii.d.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | | |

| [removed: 10.iii.k.5(4)] [added: 10.iii.k.13(3)] | | [removed: Form] [added: [Form] of Employee TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 5, 2015] [added: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik1_2017331.htm)] | | Exhibit [removed: 10.iii.c.] [added: 10.iii.k.1] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2015(2)] [added: 2017(2)] | | |

| [removed: 10.iii.k.6(4)] [added: 10.iii.k.8(3)] | | [removed: Form] [added: [Form] of Executive [removed: TSR] [added: ROIC] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiie_2015331.htm)] | | Exhibit [removed: 10.iii.d.] [added: 10.iii.e.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | | |

| [removed: 10.iii.k.7(4)] [added: 10.iii.k.10(3)] | | [removed: Form] [added: [Form] of Executive [removed: TSR] [added: ROIC] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiic_2016331.htm)] | | Exhibit [removed: 10.iii.b.] [added: 10.iii.c.] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | | |

| [removed: 10.iii.k.8(4)] [added: 10.iii.k.14(3)] | | [removed: Form] [added: [Form] of Executive [removed: ROIC] [added: TSR] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 5, 2015] [added: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik2_2017331.htm)] | | Exhibit [removed: 10.iii.e.] [added: 10.iii.k.2] to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2015(2)] [added: 2017(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.](http://www.sec.gov/Archives/edgar/data/1285785/000124378618000002/exhibit21-spaamendmentdece.htm)(1) | | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated December 28, 2017 and filed on January 2, 2018(2) | | |

| 10.ii.a | | [Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000145/ex101-timecharterdtd10x24x.htm) | | Exhibit 10.1 to Mosaic’s 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](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000145/ex102guaranteedtd10-24x201.htm) | | Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | | |

| 10.iii.b(3) | | [Description of Mosaic Management Incentive Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit10biii_20171231.htm) | | | | X |

| 10.iii.c.4(3) | | [Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiic4_2017331.htm) | | 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.3(3) | | [Form of expatriate agreement dated May 4, 2012 between Mosaic and an executive officer](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000005/exhibit10iiid3_20161231.htm) | | Exhibit 10.iii.d.3 to Mosaic’s 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](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000105/exhibit101-formofexpatriat.htm) | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 17, 2017 and filed on May 19, 2017(2) | | |

| 10.iii.g.(3) | | [Summary of Board of Director Compensation of Mosaic](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000005/exhibit10iiig_20161231.htm) | | Exhibit 10.iii.g to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) | | |

| 10.iii.j.(3) | | [Description of Executive Financial Planning Program](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000005/exhibit10iiij_20161231.htm) | | Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) | | |

| 10.iii.k.15(3) | | [Form of Retention Award Agreement under the 2014 Incentive Plan, approved May 17, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000105/exhibit102-formofretention.htm) | | Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated May 17, 2017 and filed on May 19, 2017(2) | | |

| 21 | | [Subsidiaries of the Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit21_20171231.htm) | | | | X |

| 24 | | [Power of Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit24_20171231.htm) | | | | X |

| 95 | | [Mine Safety Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit95_20171231.htm) | | | | X |

| | | |

| --- | --- | --- |

| | Reference is made to the Exhibit Index beginning on page E-1 hereof. | |

*

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |

| --- |

| THE MOSAIC COMPANY |

| (Registrant) |

| /s/ James "Joc" C. O'Rourke |

| James "Joc" C. O'Rourke |

| Chief Executive Officer and President |

Date: February 15, 2017

S-1

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

| | | | | |

| --- | --- | --- | --- | --- |

| Name | | Title | | Date |

| /s/ James "Joc" C. O'Rourke | | Chief Executive Officer and President and Director (principal executive officer) | | February 15, 2017 |

| James "Joc" C. O'Rourke | | | | |

| /s/ Richard L. Mack | | Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | February 15, 2017 |

| Richard L. Mack | | | | |

| * | | Chairman of the Board of Directors | | February 15, 2017 |

| Robert L. Lumpkins | | | | |

| * | | Director | | February 15, 2017 |

| Nancy E. Cooper | | | | |

| Gregory L. Ebel | | | | |

| Timothy S. Gitzel | | | | |

| Denise C. Johnson | | | | |

| Emery N. Koenig | | | | |

| William T. Monahan | | | | |

| James L. Popowich | | | | |

| David T. Seaton | | | | |

| Steven M. Seibert | | | | |

| Kelvin R. Westbrook | | | | |

| *By: | | |

| | | /s/ Richard L. Mack |

| | | Richard L. Mack Attorney-in-Fact |

S-2

None.

*

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |

| --- |

| |

| THE MOSAIC COMPANY |

| (Registrant) |

| |

| /s/ James “Joc” C. O’Rourke |

| James “Joc” C. O’Rourke |

| Chief Executive Officer and President |

Date: February 20, 2018

S-1

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Name | | Title | | Date |

| | | | | |

| /s/ James “Joc” C. O’Rourke | | Chief Executive Officer and President and Director (principal executive officer) | | February 20, 2018 |

| James “Joc” C. O’Rourke | | | | |

| | | | | |

| /s/ Anthony T. Brausen | | Senior Vice President—Finance and interim Chief Financial Officer (principal financial officer and principal accounting officer) | | February 20, 2018 |

| Anthony T. Brausen | | | | |

| | | | | |

| * | | Chairman of the Board of Directors | | February 20, 2018 |

| Robert L. Lumpkins | | | | |

| | | | | |

| * | | Director | | February 20, 2018 |

| Nancy E. Cooper | | | | |

| | | | | |

| * | | Director | | February 20, 2018 |

| Gregory L. Ebel | | | | |

| | | | | |

| * | | Director | | February 20, 2018 |

| Timothy S. Gitzel | | | | |

| | | | | |

| * | | Director | | February 20, 2018 |