filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
| (a) | (1) | Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” | ||||
| (2) | All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” | |||||
| (3) | Reference is made to the Exhibit Index in (b) below. | |||||
| (b) | Exhibits | |||||
| Exhibit No. | Description | Incorporated Herein by Reference to | Filed with Electronic Submission | |||
| 2.i. | Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc. (now known as The Mosaic Company (“Mosaic”), as successor by merger to MOS Holdings Inc. (“MOS Holdings”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (1) | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004(2) | ||||
| 2.ii | Stock Purchase Agreement dated as of December 19, 2016, among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V. (1) | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated and filed on December 19, 2016(2) | ||||
| 2.ii.a | Letter Agreement, dated as of December 28, 2017, by and among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V.(1) | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated December 28, 2017 and filed on January 2, 2018(2) | ||||
| 2.ii.b | Investor Agreement by and among Mosaic, Vale Fertilizer Netherlands B.V. and Vale S.A.(1) | Exhibit 2.3 to Mosaic’s Current Report on Form 8-K dated January 8, 2018 and filed on January 9, 2018(2) | ||||
| 3.i. | Restated Certificate of Incorporation of Mosaic, effective May 19, 2016 | Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | ||||
| 3.ii. | Amended and Restated Bylaws of Mosaic, effective May 19, 2016 | Exhibit 3.ii to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | ||||
| 4.i | Second Amended and Restated Credit Agreement dated as of November 18, 2016, among Mosaic, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as syndication agent, and the lenders party thereto | Exhibit 4.i to Mosaic’s Current Report on Form 8-K dated November 18, 2016 and filed on November 21, 2016(2) | ||||
| 4.ii. | Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as trustee | Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) | ||||
| 4.iii. | Registrant hereby agrees to furnish to the Commission, upon request, all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries | |||||
| 10.ii.a | Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | ||||
| 10.ii.b | Guaranty dated as of October 24, 2017 by The Mosaic Company | Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | ||||
| 10.iii.a.(3) | The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 2009 | Appendix A to Mosaic’s Proxy Statement dated August 25, 2009(2) | ||||
| 10.iii.a.1(3) | Form of Amendment dated May 11, 2011, to the Omnibus Incentive Plan | Exhibit 10.iii.u. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | ||||
| 10.iii.a.2(3) | Form of Employee Non-Qualified Stock Option under the Omnibus Incentive Plan, approved July 30, 2008 | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2008(2) | ||||
| 10.iii.a.3(3) | Form of Employee Nonqualified Stock Option under the Omnibus Incentive Plan, approved July 20, 2011 | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011(2) | ||||
| 10.iii.b(3) | Description of Mosaic Management Incentive Program | X | ||||
| 10.iii.c.1(3) | Form of Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008 | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended November 30, 2008(2) | ||||
| 10.iii.c.2(3) | Form of Amendment dated April 13, 2011, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008 | Exhibit 10.iii.r. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | ||||
| 10.iii.c.3(3) | Mosaic LTI Deferral Plan | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | ||||
| 10.iii.c.4(3) | Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017 | Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | ||||
| 10.iii.d.1(3) | Form of Senior Management Severance and Change in Control Agreement, effective April 1, 2017 | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | ||||
| 10.iii.d.2(3) | Form of letter dated June 30, 2017 to executive officers regarding Senior Management Severance and Change in Control Agreements | Exhibit 10.iii.d.2 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2017(2) | ||||
| 10.iii.d.3(3) | Form of expatriate agreement dated May 4, 2012 between Mosaic and an executive officer | Exhibit 10.iii.d.3 to 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 | 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.e.1(3) | Form of Agreement between Cargill and Mosaic relating to certain former Cargill employees’ participation in the Cargill International Pension Plan | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012(2) | ||||
| 10.iii.e.2(3) | Form of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension Plan | Exhibit 10.iii.x. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013(2) | ||||
| 10.iii.f.(3) | Form of Indemnification Agreement between Mosaic and its directors and executive officers | Exhibit 10.iii. to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008(2) | ||||
| 10.iii.g.(3) | Summary of Board of Director Compensation of Mosaic | Exhibit 10.iii.g to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) | ||||
| 10.iii.h.(3) | Description of Executive Physical Program | Fourth Paragraph of Item 1.01 of Mosaic’s Current Report on Form 8-K dated May 26, 2005, and filed on June 1, 2005(2) | ||||
| 10.iii.i.(3) | Summary of executive life and disability plans | The material under “Compensation Discussion and Analysis—Elements of Compensation—Executive Life and Disability Plans” in Mosaic’s Proxy Statement dated April 2, 2014(2) | ||||
| 10.iii.j.(3) | Description of Executive Financial Planning Program | 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.(3) | The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive Plan”) | Appendix B to Mosaic’s Proxy Statement dated April 2, 2014(2) | ||||
| 10.iii.k.1(3) | Form of Non-Qualified Stock Option under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | ||||
| 10.iii.k.2(3) | Form of Non-Qualified Stock Option under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | ||||
| 10.iii.k.3(3) | Form of Employee Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | ||||
| 10.iii.k.4(3) | Form of Employee Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.e. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | ||||
| 10.iii.k.5(3) | Form of Employee TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.c. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | ||||
| 10.iii.k.6(3) | Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.d. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | ||||
| 10.iii.k.7(3) | Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | ||||
| 10.iii.k.8(3) | Form of Executive ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 | Exhibit 10.iii.e. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | ||||
| 10.iii.k.9(3) | Form of Employee ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.d. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | ||||
| 10.iii.k.10(3) | Form of Executive ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 | Exhibit 10.iii.c. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | ||||
| 10.iii.k.11(3) | Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 14, 2015 | Exhibit 10.iii.ii. to Mosaic’s Annual Report on Form 10-K for the year ended December 31, 2015(2) | ||||
| 10.iii.k.12(3) | Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016 | Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | ||||
| 23 | Consent of KPMG LLP, independent registered public accounting firm for Mosaic | X | ||||
| 24 | Power of Attorney | X | ||||
| 31.1 | Certification of Chief Executive Officer Required by Rule 13a-14(a) | X | ||||
| 31.2 | Certification of Chief Financial Officer Required by Rule 13a-14(a) | X | ||||
| 32.1 | Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | ||||
| 32.2 | Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | ||||
| 95 | Mine Safety Disclosures | X | ||||
| 101 | Interactive Data Files | X | ||||
| (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. |
| (1) | Mosaic agrees to furnish supplementally to the Commission a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request. |
| (2) | SEC File No. 001-32327 |
| (3) | Denotes management contract or compensatory plan. |
| (4) | Confidential information has been omitted from this Exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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