Mosaic (MOS) 10-K risk factor changes: FY2018 vs FY2017

[removed: | • |] the expenditures to control the inflows will be consistent with our prior experience or future estimates. [removed: |]

See [added: the] “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” [removed: in] [added: sections of] our Management’s Analysis, which [removed: is] [added: sections are] incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.

Our operating results are highly dependent upon and fluctuate based upon business and economic conditions and governmental policies affecting the agricultural industry [removed: where] [added: in which] we or our customers operate.

Our operating results are highly dependent upon business and economic conditions and governmental [removed: policies affecting the agricultural industry,] [added: policies,] which we cannot [removed: control.][added: control, affecting the agricultural industry.]

The most important of these [removed: factors, for U.S. markets,] [added: factors] are:

| • | quantities of crop nutrients imported to and exported [removed: from North America;] [added: from;] |

| • | [removed: U.S. governmental] [added: Governmental] policies, including farm and biofuel policies, which may directly or indirectly influence the number of acres planted, the level of grain inventories, the mix of crops planted or crop prices or otherwise negatively affect our operating results. |

[removed: The extent to which] current global or local economic and financial conditions, changes in global or local economic and financial conditions, or other factors may cause delays or cancellation of some of these ongoing or planned projects, or result in the acceleration of existing or new projects, is unclear.

[added: Each of] Canpotex [removed: members’] [added: member's] respective shares of Canpotex sales is based upon [removed: the members’] [added: that member's] respective proven peaking capacity for producing potash.

Periods of high demand, increasing profits and high capacity utilization tend to lead to new plant investment and increased [removed: production.][added: production in the industry.]

As a result, crop nutrient prices and volumes have [removed: been] [added: been, and are expected to continue to be,] volatile.

Farmers’ decisions about the application rate for each crop nutrient, or to forego application of a crop nutrient, particularly phosphate and potash, vary from year to year depending on a number of factors, [removed: including] [added: including,] among others, crop prices, crop nutrient and other crop input costs or the level of the crop nutrient remaining in the soil following the previous harvest.

Farmers tend to apply crop nutrients during two short application periods, the strongest one in the [removed: Spring] [added: Spring,] before [removed: planting] [added: planting,] and the other in the [removed: Fall] [added: Fall,] after harvest.

[removed: As a result, the strongest demand for our] products typically occurs during the Spring planting season, with a second period of strong demand following the Fall harvest.

As a result, changes in transportation [removed: costs] [added: costs,] or in customer expectations about [removed: them] [added: them,] can affect our sales volumes and prices.

Any disruption at [added: any] one of these facilities could have a material adverse impact on our business.

Any disruption of operations at [added: any] one of these facilities has the possibility of significantly affecting our production or our ability to distribute our products.

A disruption of operations at [added: any] one of our key facilities could have a material adverse effect on our results of operations or financial condition.

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 [removed: attacks and other] [added: attacks;] 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 [added: the] other 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 [added: or other failures] occurring in the course of operating [removed: activities;] [added: activities, including at our gypstacks, clay settling areas] and [added: tailing dams; and] other factors.

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

If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of [removed: the] [added: this] agreement, we may not realize a cost benefit from the natural [removed: gas based] [added: gas-based] pricing over the term of the agreement, or the cost of our ammonia under the agreement could [removed: be] [added: become] a competitive disadvantage.

Until we are able to consume the [removed: higher priced] [added: higher-priced] raw materials, our gross margins and profitability can be adversely affected.

Any such write-down would adversely affect our results of operations and the [removed: level] [added: value] of our assets.

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 [removed: acts;] [added: acts, including cyber attacks;] 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 [added: the] other 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: 2017,] [added: 2018,] we derived approximately [removed: 64%] [added: 69%] of our net sales from customers located outside of the United [removed: States, of which our International Distribution segment accounted for 57%.][added: States.]

In addition, tax [removed: regulations,] [added: regulations and tax audit practices,] currency exchange controls and other restrictions may also make it economically unattractive to:

We are subject to taxes, including income taxes, resource taxes and royalties, and [removed: other] non-income based taxes in the U.S., Canada, China, Brazil and other countries where we operate.

Our [removed: international] assets [added: outside of North America] are located in countries with volatile conditions, which could subject us and our assets to significant risks.

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

[removed: As of the date of this report, there] [added: There] remain numerous social conflicts that exist within the natural resource sector in [removed: Peru and as a result there is potential for active protests against natural resource companies.][added: Peru.]

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

Additionally, water treatment costs, particularly at our Florida operations, due to high water [removed: balances] [added: balances,] tend to increase significantly following excess rainfall from hurricanes or other adverse weather.

For example, oil refineries that supply sulfur to us may suspend operations as a result of a [removed: hurricane] [added: hurricane,] and incoming shipments of ammonia can be delayed, disrupting production at our Florida or Louisiana facilities and delivery of our products.

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

The purpose of these requirements is to provide comfort to the government that sufficient funds will be available for the ultimate closure, post-closure care [removed: and/or] [added: or] reclamation of our facilities.

[removed: In some cases we are able to comply through the satisfaction of applicable state financial strength tests, but] [added: But,] if we are unable to do so, we must utilize alternative methods of complying with the financial assurance requirements or we [added: would be prevented from continuing our mining operations and also] could be subject to enforcement proceedings brought by relevant government agencies.

Potential alternative methods of compliance include providing credit support in the form of cash escrows or trusts, surety bonds from [added: surety or] insurance companies, letters of credit from banks, or other forms of financial instruments or collateral to satisfy the financial assurance requirements or negotiating a consent agreement that establishes a different form of financial assurance.

| • | With respect to two facilities we acquired as part of our acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF (the “CF Phosphate Assets Acquisition”), (i) we [removed: have funded] [added: currently use] a [removed: trust] [added: financial test supported by a corporate guarantee] 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 [removed: funding] [added: financial assurance commitments] could be required in the future if increases in cost estimates exceed the [added: assurance] amount [removed: held] [added: currently] in [removed: the trust or face amount of the surety bond, as applicable.] [added: place.] 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 [removed: 13] [added: 14] of our Notes to Consolidated Financial Statements, in 2016 under the terms of two consent decrees with federal and state [removed: regulators] [added: 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 have also issued a $50 million letter of credit to further support our financial assurance obligations. We have also agreed to guarantee the 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 [removed: 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, [removed: and] [added: 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 [added: 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.]

The extent to which

The effects of any of these events occurring could be materially adverse to our results of operations.

As a result, the strongest demand for our

Such disruption could adversely impact our business and financial results of operations.

| • | unpredictable tax audit practices of various governments; |

In 2018, U.S. federal tax law changes took effect.

This was a significant change to the U.S. tax system of taxation resulting in numerous areas open to interpretation given the newness and breadth of changes to the rules.

As a result, risk exists related to developing interpretation and application of the new rules that could result in higher taxes which could materially adversely affect our operating results and financial condition.

We are subject to periodic audits by various levels of tax authorities in all countries where we have meaningful operations.

The due process, audit and appeal practices and procedures of such authorities may vary significantly by jurisdiction, may be unpredictable (and unreliable) in nature and may result in significant risk to us.

For various reason, some governments may issue significant reassessments on audit based positions not fully grounded in law or in fact, even though, upon disputing the reassessments, a great many are overturned on administrative appeal and through the court system.

Certain systems involve tax litigation as a common practice.

In certain countries, there are requirements to pay a reassessment (even though the matter has not been finally decided by the tax administration or a court of law) while the taxpayer has a well-supported objection and appeals administratively or in court.

This may result in tying up significant funds and/or creating adverse treasury and credit risks that may interrupt, impede or otherwise materially affect our business operations.

As a result, there is potential for active protests against natural resource companies.

| • | Delays in receiving a federal permit authorizing impacts to jurisdictional wetlands and waters can impact the scheduled progression of mining activities. For example, due to delays in obtaining the federal CWA Section 404 Permit for the new 24,000 acre Ona Mine in Hardee County, Florida, the mining plan and schedule were modified to limit mining to a 900-acre upland area where no jurisdictional wetlands or waters existed. Since we had already obtained the required State and County approvals for the Ona Mine, mining would start in the upland-only area because no federal 404 Permit would be required. Implementing the upland mining option was caused by the federal |

permitting delay but was necessary to maintain an adequate supply of phosphate rock.

The initial site preparation work commenced in late 2018 and was confined to the Ona Mine upland area.

Continuing to limit mining to the upland-only area of the Ona Mine would have severely reduced the amount of phosphate rock extracted from the property, increased site preparation costs, resulted in much lower production grade, and increased reclamation costs.

Issuance of the federal 404 Permit for the entire Ona Mine in late December 2018 avoided the need to continue with the upland-only backup plan.

In some cases, we are able to comply through the satisfaction of applicable state financial strength tests.

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.

If we are not in compliance, or the changes require new investment in our business, our financial condition and results of operations may be materially adversely affected.

anticompetitive conduct.

In January 2013, we settled these class action antitrust lawsuits for an aggregate of $43.8 million.

These more stringent requirements may include, among other matters;

| • | Increased levels of future investments and expenditures for environmental controls at ongoing operations, which will be charged against income from future operations; increased levels of the financial assurance requirements to which we are subject, increased efforts or costs to obtain permits or denial of permits. |

In January 2018, the U.S. Supreme Court unanimously held all challenges to the 2015 Clean Water Rule must be heard in federal district courts rather than in the federal courts of appeal, overruling a decision by the Sixth Circuit Court of Appeals.

With the Sixth Circuit Court of Appeals no longer having jurisdiction, that court lifted its 2015 nationwide stay in February 2018.

After the nationwide stay was lifted, a number of U.S. District Courts revived dormant litigation that challenged the 2015 Clean Water Rule.

In June 2018, the U.S. District Court for the Southern District of Georgia entered an injunction against implementation of the 2015 Clean Water Rule covering 11 states, including Florida.

As of September 18, 2018, federal district courts have put the 2015 Clean Water Rule on hold in 28 states.

The 2015 Clean Water Rule is now in effect in 22 states, the District of Columbia, and the U.S. territories.

On December 11, 2018, the EPA and Corps issued a proposed new Clean Water Rule that is designed to replace the 2015 Clean Water Rule.

The agencies' proposed rule is intended to provide clarity, predictability and consistency so that the regulated community can better understand where the Clean Water Act applies - and where it does not.

As of January 1, 2019, a carbon tax of $20/tonne

now applies in Canada for any emitter not covered under the federal backstop program or approved provincial program.

The plan was reviewed and approved, in part, by the federal government in October 2018.

Our Saskatchewan Potash facilities will be subject to the Saskatchewan climate change plan regarding emissions at our facilities; however, indirect costs from the carbon tax associated with electricity, natural gas consumption, and transportation may be passed through to Mosaic.

A significant seismic event at one of our facilities or mines could result in serious injuries or death, or damage to or flooding operations, or damage to adjoining properties or facilities of unrelated third parties.

| • | 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 U.S. Army Corps 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 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. |

The periods of shutdown and reduced phosphate rock production at our South Fort Meade mine resulted in costs to suspend operations and idle plant costs.

Lower phosphate rock mining production levels also adversely affected gross margin.

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.

In addition, to the extent restrictions imposed in countries where our competitors operate, such as China, India, Former Soviet Union countries or Morocco, are less stringent than in the countries where we operate, our competitors could gain cost or other competitive advantages over us.

These effects could be material.

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 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.

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.

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

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

At

We also expect to provide financial guarantees with respect to our proportionate share of approximately $140 million of certain funding facilities obtained by MWSPC.

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

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

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.

currently anticipate over the term of the agreement, we may not realize a cost benefit from the agreement, or the cost of our ammonia under the agreement could be a competitive disadvantage.

We are the largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North [removed: America.][added: America and Brazil.]

We mine phosphate rock in Florida [removed: and, following the Acquisition, in] [added: and] Brazil.

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

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

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

[removed: We] [added: After the Realignment, we] are organized into three reportable business segments: Phosphates, Potash and [removed: International Distribution.][added: Mosaic Fertilizantes.]

[removed: Intersegment] [added: Corporate, Eliminations and Other also includes intersegment] eliminations, [added: including profit on intersegment sales, unrealized] mark-to-market [removed: gains/losses] [added: gains and losses] on derivatives, debt [removed: expenses,] [added: expenses and our] Streamsong Resort® results of [removed: operations and our legacy Argentina and Chile results are included within Corporate, Eliminations and Other.][added: operations.]

[removed: Our] [added: The] new segment [removed: will be] [added: is] called Mosaic Fertilizantes and [removed: will include] [added: includes] the operations of Brazil and Paraguay.

The results of the Miski Mayo Mine [removed: will be] [added: are] consolidated in our Phosphates segment.

The results of our existing [removed: India and] China [added: and India] distribution [removed: businesses will be reflected with Corporate] [added: businesses, which were previously reported in our International Distribution segment, were moved into the Corporate, Eliminations] and [removed: Other.][added: Other category.]

The following charts show the respective contributions to [removed: 2017] [added: 2018] sales volumes, net sales and operating earnings for each of our business segments in effect at December 31, [removed: 2017:][added: 2018:]

[removed: ][added: ]

[removed: We sell phosphate-based crop nutrients] [added: Phosphate Crop Nutrients] and [removed: animal][added: Animal Feed Ingredients]

[added: Phosphates Segment — We sell phosphate-based crop nutrients and animal] feed ingredients throughout North America and internationally.

We account for approximately [removed: 14% of estimated global annual production and 74%] [added: 73%] of estimated North American annual production of concentrated phosphate crop nutrients.

[added: Potash Segment —] We sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients.

We account for approximately 13% of estimated [removed: global] [added: world] annual [removed: potash] production and [removed: 39%] [added: 40%] of estimated North American annual [removed: potash] production.

[removed: International Distribution Segment — This] [added: In addition to five phosphate rock mines, four chemical plants and a potash mine in Brazil, this] segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in [removed: Brazil, Paraguay, India] [added: Brazil] and [removed: China.][added: Paraguay.]

| • | “Combination” means the October 22, 2004 combination of IMC and Cargill Crop Nutrition; [added: and] |

[removed: | • |] statements as to our industry position reflect information from the most recent period available. [removed: |]

Mosaic Fertilizantes [removed: Acquisition]

[removed: The assets] [added: As part of the Acquisition,] we acquired [removed: include five Brazilian phosphate rock mines; four chemical plants; a potash mine in Brazil;] an additional 40% economic interest in the Miski Mayo [removed: Mine,] [added: Phosphate Mine in Peru,] which increased our aggregate interest to [removed: 75%; and a potash project in Kronau, Saskatchewan.][added: 75%.]

Business Developments during [removed: 2017][added: 2018]

| • | [removed: During 2017, we made equity contributions of $62.5 million to] [added: On December 1, 2018,] the 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”) [removed: to develop, own] [added: that owns] and [removed: operate] [added: operates] integrated phosphate production facilities in the Kingdom of Saudi [removed: Arabia.] [added: Arabia, commenced commercial operations of the DAP plant, thereby bringing the entire project to the commercial production phase. We expect DAP production to gradually ramp-up until it reaches 3.0 million tonnes in annual production capacity. In 2018, MWSPC produced 1.4 million tonnes of phosphate products.] Our cash investment at December 31, [removed: 2017] [added: 2018] and as of the date of this report, is approximately $770 million. We [removed: currently estimate that our total cash investment] [added: did not make any contributions] in [removed: MWSPC, including the] [added: 2018 and do not expect future contributions will be needed. However, we are contractually obligated to make future cash contributions of approximately $70 million, if needed.] |

[removed: We] [added: However, we] are contractually obligated to make future cash contributions of approximately $70 [removed: million.][added: million, if needed.]

| • | We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy [removed: mine and] [added: mine, which] began to mine a limited amount of potash ore [removed: from these shafts] in 2017. Following ramp-up, we expect this expansion to add an estimated 0.9 million tonnes to our existing potash operational [removed: capacity.] [added: capacity in Saskatchewan.] Once completed, [added: we expect] this will provide us [added: with] the opportunity to [removed: mitigate] [added: eliminate] future brine inflow management costs and [removed: risk.] [added: risk by 2024.] |

| • | We had record sales volumes of [removed: 7.4] [added: 2.9] million tonnes [removed: in our International Distribution segment] [added: of MicroEssentials®] in [removed: 2017.] [added: 2018.] |

We have included additional information about these and other developments in our business during [removed: 2017] [added: 2018] 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.

Our U.S. phosphates operations have capacity to produce approximately 5.3 million tonnes of phosphoric acid (“P2O5”) per year, or about [removed: 9%] [added: 7%] of world annual capacity and about [removed: 60%] [added: 55%] of North American annual capacity.

Our U.S. phosphoric acid production totaled approximately [removed: 4.4] [added: 3.9] million tonnes during [removed: 2017.][added: 2018.]

[removed: We] [added: Our U.S. operations] account for approximately [removed: 10%] [added: 9%] of estimated global annual production and [removed: 58%] [added: 56%] of estimated North American annual output.

The following map shows the locations of each of our phosphate concentrates plants in the United States and the locations of each of our [removed: active] [added: active, temporarily idled,] and planned phosphate mines in [removed: Florida, other than Ona as its reserves have been allocated to other active mines:][added: Florida.]

[removed: ][added: ]

Annual capacity by plant as of December 31, [removed: 2017] [added: 2018] and production volumes by plant for [removed: 2017] [added: 2018] are listed below:

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

| New Wales | | 1.7 | | | [removed: 1.4] [added: 1.5] | | | 4.1 | | | [removed: 2.9] [added: 3.2] | |

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

| Faustina | | — | | | — | | | 1.6 | | | [removed: 1.4] [added: 1.3] | |

| | | 0.8 | | | 0.6 | | | 1.6 | | | [removed: 1.4] [added: 1.3] | |

| Total | | 5.3 | | | [removed: 4.4] [added: 3.9] | | | 11.7 | | | [removed: 9.4] [added: 8.4] | |

We will be relocating our headquarters to Tampa, Florida in 2019.

To reflect the fact that our Brazilian business is no longer strictly a distribution business, as well as the significance of our investment in Brazil, we realigned our business segments effective as of January 1, 2018 (the “Realignment”).

These changes were effective during the first quarter of 2018 as this is how our chief operating decision maker began viewing and evaluating our operations.

The Corporate, Eliminations, and Other category now includes the results of the China and India distribution businesses, intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives, debt expenses and Streamsong Resort® results of operations.

  

We account for approximately 14% of estimated global annual phosphate production.

We also account for approximately 13% of estimated global annual potash production.

Mosaic Fertilizantes Segment — We produce and sell phosphate and potash-based crop nutrients, and animal feed ingredients, in Brazil.

The Mosaic Fertilizantes segment also serves as a distribution outlet for our Phosphates and Potash segments.

We account for approximately 77% of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil.

| • | On January 8, 2018, we completed 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 the Acquired Business, which were estimated at the time of closing) and 34,176,574 shares of our Common Stock, par value $0.01 per share, which were valued at $26.92 per share at 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. In 2018, we realized $158 million of targeted savings and synergies, net of costs to achieve, related to the Acquisition, as well as an additional $21 million in benefits from our business-to-business marketing strategy. We expect to achieve our previously announced goal of $275 million by the end of 2019. |

| • | During 2018, we prepaid $684 million against our term loan and paid off $89 million in maturing bonds bringing our total repayments of long-term debt, including other long-term debt, in 2018 to over $800 million. |

| • | In December, we received the final permit to mine the Ona phosphate reserves, which will extend our Florida phosphate mining for decades. |

| • | We continue to focus on optimizing our asset portfolio. On August 31, 2018, we temporarily idled our South Pasture, Florida beneficiation plant for an indefinite period of time. |

The results of the Miski Mayo Mine are now included in our Phosphates segment.

The reserves associated with our Ona location have been allocated to other active mines based on our future mining plans:

The following map shows the location of the Miski Mayo phosphate mine in Peru:

| | | 4.5 | | | 3.3 | | | 10.1 | | | 7.1 | |

Additionally, we own 75% of the Miski Mayo Mine in Peru which has an annual capacity of 4.0 million tonnes.

On August 31, 2018, we temporarily idled our South Pasture, Florida phosphates mine.

As part of the Acquisition, we acquired an additional 40% economic interest in the Miski Mayo Mine in Peru, which increased our aggregate interest to 75%.

production needs.

Effective with the closing of the Acquisition, we have the right to use or sell to third parties 75% of Miski Mayo's annual production.

The phosphates deposits of Peru are located within the shallow north-trending Sechura Basin, in the Piura region, hosting successive inter-layered marine sediments of Phosphate.

We extract phosphate ore from the Miski Mayo mine using excavators.

The ore is then transported by truck to the feeding platform for supply of the feeder-breakers, which feeds the conveyor belt for the beneficiation plant that we own.

The ore is then processed with successive stages of washing and gravimetric separations of seawater.

The final stage of the process is washing with desalinated water to remove salts from the concentrate.

The concentrate is then shipped to North America for use in our own production or sold to third parties.

| North America | 17.2 | | | 14.2 | | | 62.4 | | | 28.6 | | | 15.0 | | | 62.8 | | | 28.7 | | | 14.2 | | | 63.0 | | | 28.8 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Miski Mayo(g) (h) | 4.0 | | | 4.1 | | | 64.9 | | | 29.7 | | | — | | | — | | | — | | | — | | | — | | | — | |

| (e) | On August 31, 2018, we temporarily idled our South Pasture, Florida beneficiation plant for an indefinite period of time. |

| (f) | Production at the Four Corners mine includes rock mined at the South Pasture Extension Mine in Hardee County from September 2018 to December 2018. |

| (h) | Annual operational capacity and production tonnes for Miski Mayo are presented on a wet tonne basis based on average moisture levels of 3.5% to 4.5% as it exits the drying process and is prepared for shipping. Operational capacity and production on a dry tonne basis would be 3.8 million tonnes and 3.9 million tonnes respectively. |

| South Fort Meade | 14.0 | | | 62.4 | | | 28.5 | |

| Wingate | 28.7 | | | 63.0 | | | 28.9 | |

| Miski Mayo(g) | 93.8 | | | 65.7 | | | 30.1 | |

| Total Active Mines | 220.9 | | | 64.6 | | | 29.6 | |

| Temporarily Idled | | | | | | | | |

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.

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

Phosphates Segment — We are the largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North America.

Potash Segment — We are one of the four largest potash producers in the world.

We also have a single superphosphate (“SSP”) plant in Brazil that produces crop nutrients by mixing sulfuric acid with phosphate rock.

Our International Distribution segment serves as a distribution outlet for our Phosphates and Potash segments, but also purchases and markets certain products from other suppliers, generally to complement sales of our own product.

| • | “Cargill Transaction” means the transactions described below under “Cargill Transaction”; and |

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.

Cargill Transaction

In May 2011, Cargill divested its interest in us in a split-off to its stockholders and a debt exchange with certain Cargill debt holders.

The agreements relating to the Cargill Transaction contemplated an orderly distribution of the approximately 64% (285.8 million) of our shares that Cargill formerly held.

We have included additional information about the Cargill Transaction in Note 18 of our Consolidated Financial Statements, which information is incorporated herein by reference, and certain of the principal transaction documents related to the Cargill Transaction are incorporated by reference as exhibits to this report.

| • | Grow our production of essential crop nutrients and operate with increasing efficiency |

| • | 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. (now known as Mosaic Fertilizantes P&K S.A.). As discussed above, this transaction was completed on January 8, 2018. |

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

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

| • | Expand our reach and impact by continuously strengthening our distribution network |

| • | 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. |

| • | We continued to execute against our cost saving initiatives in ways that are positively impacting financial results. |

| ◦ | We are on track to achieve our goal of reaching $500 million in cost savings by the end of 2018. We are approximately 85% of the way toward meeting this goal. |

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

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

| ◦ | 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. |

| • | On October 31, 2017, our board of directors approved a reduction in our annual dividend from $0.60 per share to $0.10 per share, effective with the dividend paid on December 21, 2017. |

Our primary phosphate crop nutrient production facilities are located in central Florida and Louisiana.

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

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

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

| Total Active Mines | 277.4 | | | 63.4 | | | 29.0 | |

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

| Total Mining | 539.4 | | | 63.9 | | | 29.3 | |

Investments in Joint Ventures

As of December 31, 2017, we had a 35% economic interest in a joint venture which owns the Miski Mayo phosphate rock mine in the Bayovar region of Peru.

The Miski Mayo Mine’s annual production capacity is 3.9 million tonnes, of which we have rights to market 75%, effective with the closing of the Acquisition.

We currently estimate that our cash investment in the Project, including the amount we have invested to date, will approximate $840 million.

We expect our future cash contributions to be approximately $70 million.

We have included information about legal and environmental proceedings in Note [removed: 21] [added: 22] of our Notes to Consolidated Financial Statements.

We are also subject to the following legal and environmental proceedings in addition to those described in Note 22 of our Consolidated Financial Statements included in this report:

Water of the United States.

In June 2015, the EPA and the U.S. Army Corps of Engineers (the "Corps") jointly issued a final rule that proposed to clarify but may actually expand the scope of waters regulated under the federal Clean Water Act.

The final rule (the "2015 Clean Water Rule") became effective in August 2015, but has been challenged through numerous lawsuits.

In October 2015, the U.S. Court of Appeals for the Sixth Circuit issued an order staying the effectiveness of the final rule nationwide pending adjudication of substantive challenges to the rule.

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

In June 2017, the EPA and the Corps issued a proposed rule that would rescind the 2015 Clean Water Rule and re-codify regulatory text that existed prior to enactment of the 2015 Clean Water Rule.

In November 2017, the EPA issued a rule notice proposing to extend the applicability date of the 2015 Clean Water Rule for two years from the date of final actions on the proposed rule, to provide continuity and regulatory certainty while agencies proceed to consider potential changes to the 2015 Clean Water Rule.

In January 2018, the U.S. Supreme Court unanimously held all challenges to the 2015 Clean Water Rule must be heard in federal district courts rather than in the federal courts of appeal, overruling a decision by the Sixth Circuit's Court of Appeals.

With the Sixth Circuit Court of Appeals no longer having jurisdiction, the court lifted its 2015 nationwide stay in February 2018.

After the nationwide stay was lifted, a number of U.S. District Courts revived dormant litigation that challenged the 2015 Clean Water Rule.

In June 2018, the U.S. District Court for the Southern District of Georgia entered an injunction against implementation of the 2015 Clean Water Rule covering 11 states, including Florida.

As of September 2018, federal district courts have put the 2015 Clean Water Rule on hold in 28 states, the District of Colombia and the U.S. territories.

On December 11, 2018, the EPA and Corps issued a proposed new Clean Water Rule that is designed to replace the 2015 Clean Water Rule.

The agencies' proposed rule is intended to provide clarity, predictability and consistency so that the regulated community can better understand where the Clean Water Act applies - and where it does not.

We believe the 2015 Clean Water Rule, if not rescinded, or replaced by the proposed rule issued on December 11, 2018, may 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.

For the year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

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

As of June 30, [removed: 2017,] [added: 2018,] 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: $8.9] [added: $10.9] 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: 385,226,223] [added: 385,470,499] shares of Common Stock as of [removed: February 15, 2018.][added: March 1, 2019.]

| 1. | Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2018] [added: 2019] Annual Meeting of Stockholders (Part III) |

[removed: 2017] [added: 2018] FORM 10-K CONTENTS

| Item 1. | [removed: [Business](#sD3986C3C2B7A5DB4A0AAA21FD4C378D7)] [added: [Business](#s7502CF54E01E551D870CCD3719CCDC28)] | [removed: [1](#sD3986C3C2B7A5DB4A0AAA21FD4C378D7)] [added: [1](#s7502CF54E01E551D870CCD3719CCDC28)] |

| | • [Business Segment [removed: Information](#s27DB774A69B0506E865134288FD06488)] [added: Information](#s3A7E13F498E65B79BE44DD5194EBA5D6)] | [removed: [3](#s27DB774A69B0506E865134288FD06488)] [added: [3](#s3A7E13F498E65B79BE44DD5194EBA5D6)] |

| | • [Sales and Distribution [removed: Activities](#s2BA8E6A04A4E5496A3A19D073F0CF37D)] [added: Activities](#sBD3D919712A75384A8F8A2A4F6CB4B6F)] | [removed: [16](#s2BA8E6A04A4E5496A3A19D073F0CF37D)] [added: [22](#sBD3D919712A75384A8F8A2A4F6CB4B6F)] |

| | • [Factors Affecting [removed: Demand](#s0D963259A0B4506FA2FA75C75E60B28D)] [added: Demand](#s9FAB8982ED2B5C7FA4BCDB7628B9D5CB)] | [removed: [18](#s0D963259A0B4506FA2FA75C75E60B28D)] [added: [24](#s9FAB8982ED2B5C7FA4BCDB7628B9D5CB)] |

| | • [Other [removed: Matters](#s3EE85A96ADE952C78410B42E20E0A464)] [added: Matters](#s0B17CCD8547F580E8EB8AA3D6101AD68)] | [removed: [19](#s3EE85A96ADE952C78410B42E20E0A464)] [added: [25](#s0B17CCD8547F580E8EB8AA3D6101AD68)] |

| | • [Executive [removed: Officers](#sB920624A858D565D9E6D06AD7893414D)] [added: Officers](#s26E95E7F12A65F75889E3D2280D9DC29)] | [removed: [19](#sB920624A858D565D9E6D06AD7893414D)] [added: [25](#s26E95E7F12A65F75889E3D2280D9DC29)] |

| Item 1A. | [Risk [removed: Factors](#s28C393B22C2854F28F6C894DC1818799)] [added: Factors](#s9F1BE662832252308E8A7374975B8B21)] | [removed: [21](#s28C393B22C2854F28F6C894DC1818799)] [added: [27](#s9F1BE662832252308E8A7374975B8B21)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sABA8C2B5F42A5D7AA19AA9F599D966DF)] [added: Comments](#sEC402EBDBB17595DAC25F25A51121E3A)] | [removed: [38](#sABA8C2B5F42A5D7AA19AA9F599D966DF)] [added: [45](#sEC402EBDBB17595DAC25F25A51121E3A)] |

| Item 2. | [removed: [Properties](#sEF7AC47BCEBD5F2D98FDAF2D60DA535E)] [added: [Properties](#s30B02AA6EA8556F092A8EB0D5618FB63)] | [removed: [38](#sEF7AC47BCEBD5F2D98FDAF2D60DA535E)] [added: [45](#s30B02AA6EA8556F092A8EB0D5618FB63)] |

| Item 3. | [Legal [removed: Proceedings](#s3985ED4E4B5052A6BBE0031B2EEA92F0)] [added: Proceedings](#sAAE44210CB0C50B5993F2DFD9F5682BF)] | [removed: [38](#s3985ED4E4B5052A6BBE0031B2EEA92F0)] [added: [45](#sAAE44210CB0C50B5993F2DFD9F5682BF)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s2E4FE8EA32F451EB99ADAACC1132F51A)] [added: Disclosures](#sD396DC4E1CC65B41B3E16BE6C2C8C695)] | [removed: [38](#s2E4FE8EA32F451EB99ADAACC1132F51A)] [added: [45](#sD396DC4E1CC65B41B3E16BE6C2C8C695)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sBC3107AD166E58CCB9B8FBD9CB1778D6)] [added: Securities](#sF4952BE656795B29BF1B4BA06A94EC0E)] | [removed: [39](#sBC3107AD166E58CCB9B8FBD9CB1778D6)] [added: [47](#sF4952BE656795B29BF1B4BA06A94EC0E)] |

| Item 6. | [Selected Financial [removed: Data](#s33E6DEB77F0451F99D831B195B7C477D)] [added: Data](#sD726473E7C6A53CA8F5E913339D716CE)] | [removed: [39](#s33E6DEB77F0451F99D831B195B7C477D)] [added: [47](#sD726473E7C6A53CA8F5E913339D716CE)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s132CD85254295262989F57337A2C956D)] [added: Operations](#s06670325241A5AE0B4D6CA50F03B38D8)] | [removed: [39](#s132CD85254295262989F57337A2C956D)] [added: [47](#s06670325241A5AE0B4D6CA50F03B38D8)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s8F34129096545F1993F6AD0FE46CD198)] [added: Risk](#sFCD1FEE38E3F5F5FB8D2F3A49FB7FE85)] | [removed: [40](#s8F34129096545F1993F6AD0FE46CD198)] [added: [48](#sFCD1FEE38E3F5F5FB8D2F3A49FB7FE85)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sCBB37A294E795CED9D58F03F104C563E)] [added: Data](#s1C0A295FEB6F50A3BD3F6C4318924F05)] | [removed: [40](#sCBB37A294E795CED9D58F03F104C563E)] [added: [48](#s1C0A295FEB6F50A3BD3F6C4318924F05)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#s2B42AF6EB4D255C69F4DB7F9E15A3B41)] [added: Disclosures](#s4394FEB995AC5CD0B71916F93CEC01C3)] | [removed: [40](#s2B42AF6EB4D255C69F4DB7F9E15A3B41)] [added: [48](#s4394FEB995AC5CD0B71916F93CEC01C3)] |

| Item 9A. | [Controls and [removed: Procedures](#s9D4B5C5940715C9FBE958A03F1EC15A6)] [added: Procedures](#sAF17259E63DE5E06B7D5CC30F72F0419)] | [removed: [40](#s9D4B5C5940715C9FBE958A03F1EC15A6)] [added: [48](#sAF17259E63DE5E06B7D5CC30F72F0419)] |

| Item 9B. | [Other [removed: Information](#s715D9DFA6E825638B9E7058604365804)] [added: Information](#s3AA265403D66572D9EAB7A4BF7C9E48D)] | [removed: [40](#s715D9DFA6E825638B9E7058604365804)] [added: [48](#s3AA265403D66572D9EAB7A4BF7C9E48D)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s0136BE485BF751F59378FDFF2E95EDE4)] [added: Governance](#s4C15BC08DB8F58B6B1D1DD460E095386)] | [removed: [41](#s0136BE485BF751F59378FDFF2E95EDE4)] [added: [50](#s4C15BC08DB8F58B6B1D1DD460E095386)] |

| Item 11. | [Executive [removed: Compensation](#sECD6A9865D3C5315BE2BB927C08E35F1)] [added: Compensation](#sF95E9EC03D0C57B592671861286A16BA)] | [removed: [41](#sECD6A9865D3C5315BE2BB927C08E35F1)] [added: [50](#sF95E9EC03D0C57B592671861286A16BA)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s8B9C7FC647525409BB438A22441D5615)] [added: Matters](#s2C72915CEE7C5E9585DD20DE34D727D0)] | [removed: [41](#s8B9C7FC647525409BB438A22441D5615)] [added: [50](#s2C72915CEE7C5E9585DD20DE34D727D0)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sEB07F8A63E0A5DADAFBFF00094AD197B)] [added: Independence](#s67AB3A7AD14E5A9A98C9770900239E03)] | [removed: [41](#sEB07F8A63E0A5DADAFBFF00094AD197B)] [added: [50](#s67AB3A7AD14E5A9A98C9770900239E03)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sC306E3F8215C5F4AAB8B5AEC216C5794)] [added: Services](#s9556774528F5532280DDDC2CFF2DE420)] | [removed: [41](#sC306E3F8215C5F4AAB8B5AEC216C5794)] [added: [50](#s9556774528F5532280DDDC2CFF2DE420)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s415F45C74AA85F888AFB52BDA226264F)] [added: Schedules](#s722D89C816ED517F95C1616A07FC9F8D)] | [removed: [42](#s415F45C74AA85F888AFB52BDA226264F)] [added: [51](#s722D89C816ED517F95C1616A07FC9F8D)] |

| Item 16. | [Form 10-K [removed: Summary](#s43b1a831715d499f8259be972d203ada)] [added: Summary](#s5CD75092A0F75AFD875B5F829D1E5877)] | [removed: [48](#s43b1a831715d499f8259be972d203ada)] [added: [57](#s5CD75092A0F75AFD875B5F829D1E5877)] |

| [Financial Table of [removed: Contents](#s4495D84E4B455AE094154BBCAF9D4C58)] [added: Contents](#sF884347ADA3459A99ACC9C49CE8D530D)] | | [removed: [F-1](#s4495D84E4B455AE094154BBCAF9D4C58)] [added: [F-1](#sF884347ADA3459A99ACC9C49CE8D530D)] |

10-K 1 mos-20181231x10k.htm 10-K

| | • [Overview](#s32F58783458155FF8C05E8D234ED5274) | [1](#s32F58783458155FF8C05E8D234ED5274) |

| | • [Competition](#s417BD8732EDB58D0A7D6B0809194EFDF) | [23](#s417BD8732EDB58D0A7D6B0809194EFDF) |

| [Signatures](#s584B9356820B5C9EB211B8F6C058340F) | | [S-1](#s584B9356820B5C9EB211B8F6C058340F) |

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

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

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

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

The principal stock exchange on which our common stock is traded is The New York Stock [removed: Exchange.][added: Exchange under the symbol "MOS."]

During the quarter ended December 31, [removed: 2017,] [added: 2018,] no repurchases were made under this program.

At December 31, [removed: 2017,] [added: 2018,] we had approximately $850 million of repurchase authorization remaining under the program.

We have included selected financial data for calendar years [added: 2018,] 2017, 2016, [removed: 2015 and 2014, the seven-month transition period ended December 31, 2013,] [added: 2015,] and [removed: the twelve months ended May 31, 2013] [added: 2014] 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: 2017] [added: 2018] 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: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with relevant SEC guidance, the scope of management’s evaluation excluded internal control over financial reporting for Vale Fertilizantes S.A., which we acquired on January 8, 2018.

The Acquired Business represents $3.3 billion of our total assets as of December 31, 2018 and $1.3 billion of our total net sales for the year ended December 31, 2018.

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: 2018] [added: 2019] 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: 2018] [added: 2019] 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: 2018] [added: 2019] 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: 2018] [added: 2019] 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: 2018] [added: 2019] annual meeting of stockholders is incorporated herein by reference.

| 10.iii.b(3) | | [Description of Mosaic Management Incentive [removed: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit10biii_20171231.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit10iiib_20181231.htm)] | | | | X |

| [removed: 10.iii.k.3(3)] [added: 10.iii.k.17(3)] | | [Form of [removed: Employee] [added: Executive] Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiib_2015331.htm)] [added: 6, 2018](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit10iiik17_20181231.htm)] | | [removed: Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2)] | | [added: X] |

| [removed: 10.iii.k.5(3)] [added: 10.iii.k.16(3)] | | [Form of [removed: Employee] [added: Executive] TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiic_2015331.htm)] [added: 6, 2018](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit10iiik16_20181231.htm)] | | [removed: Exhibit 10.iii.c. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2)] | | [added: X] |

| 21 | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit21_20171231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit21_20181231.htm)] | | | | X |

| 23 | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit23_20171231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit23_20181231.htm)] | | | | X |

| 24 | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit24_20171231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit24_20181231.htm)] | | | | X |

| 31.1 | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit311_20171231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit311_20181231.htm)] | | | | X |

| 31.2 | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit312_20171231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit312_20181231.htm)] | | | | 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 [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit321_20171231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit321_20181231.htm)] | | | | 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 [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit322_20171231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit322_20181231.htm)] | | | | X |

| 95 | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803418000003/exhibit95_20171231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit95_20181231.htm)] | | | | X |

| (c) | Summarized financial information of 50% or less owned persons is included in Note [removed: 8] [added: 9] 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. | | | | | |

| 10.iii.c.5(3) | | [Form of Amendment dated December 20, 2018, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008.](https://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit10iiic5_20181231.htm) | | | | X |

| 10.iii.d.5(3) | | [Letter agreement dated March 7, 2018 between The Mosaic Company and Anthony T. Brausen](http://www.sec.gov/Archives/edgar/data/1285785/000124378618000051/brausentonyfinal-3x7x2018.htm) | | Exhibit 10.1 to Mosaic's Current Report on Form 8-K/A dated January 31, 2018 and filed on March 12, 2018 | | |

| 10.iii.d.6(3) | | [Senior Management Severance and Change in Control Agreement between The Mosaic Company and Anthony T. Brausen](http://www.sec.gov/Archives/edgar/data/1285785/000161803418000006/exhibit102_2018331.htm) | | Exhibit 10.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2018. | | |

| 10.iii.d.7(3) | | [Separation Agreement dated May 31, 2018 between The Mosaic Company and Richard L. Mack](http://www.sec.gov/Archives/edgar/data/1285785/000161803418000011/exhibit101_2018630.htm) | | Exhibit 10.1 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 | | |

| 10.iii.d.8(3) | | [Management Services Agreement dated June 1, 2018 between The Mosaic Company and Richard L. Mack](http://www.sec.gov/Archives/edgar/data/1285785/000161803418000011/exhibit102_2018630.htm) | | Exhibit 10.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 | | |

| 10.iii.d.9(3) | | [General Release of Claims dated June 1, 2018 between The Mosaic Company and Richard L. Mack.](http://www.sec.gov/Archives/edgar/data/1285785/000161803418000011/exhibit103_2018630.htm) | | Exhibit 10.3 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2018 | | |

| | | | | | | |

| 10.iii.k.6(3) | | [Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiid_2015331.htm) | | 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.8(3) | | [Form of Executive ROIC Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiie_2015331.htm) | | 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.11(3) | | [Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 14, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000025/exhibit10iiiii_20151231.htm) | | Exhibit 10.iii.ii. to Mosaic’s Annual Report on Form 10-K for the year ended December 31, 2015(2) | | |

| /s/ James “Joc” C. O’Rourke | | Chief Executive Officer and President and Director (principal executive officer) | | [removed: February 20, 2018] [added: March 12, 2019] |

| /s/ [removed: Anthony T. Brausen] [added: Clint C. Freeland] | | Senior Vice [removed: President—Finance] [added: President] and [removed: interim] Chief Financial Officer (principal financial officer and principal accounting officer) | | [removed: February 20, 2018] [added: March 12, 2019] |

| * | | Chairman of the Board of Directors | | [removed: February 20, 2018] [added: March 12, 2019] |

| Emery [removed: N.] [added: N] Koenig | | | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0FD01C9C5DF05B81BD953146C21F48CE)] [added: Operations](#s20CB6F78B07F5D5A917F965F115C96CC)] | [removed: [F-2](#sFACA1C231526536E8B534D8FDFFC637F)] [added: [F-2](#s3C5234E7543B52018D95C2FE20C26650)] |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#s53F97CB1E0F357249A13DCE187C3B668)] [added: Condition](#s6F71B1E29A485A28AB2EE247B5AD7533)] | [removed: [F-3](#s53F97CB1E0F357249A13DCE187C3B668)] [added: [F-2](#s6F71B1E29A485A28AB2EE247B5AD7533)] |

| [Results of [removed: Operations](#sFD3DEB307E8B55AFAAB8B4434712DCF2)] [added: Operations](#sF056F69EC74C5853835FB1250C812D73)] | [removed: [F-5](#sFD3DEB307E8B55AFAAB8B4434712DCF2)] [added: [F-4](#sF056F69EC74C5853835FB1250C812D73)] |

| [International [removed: Distribution](#s8ED01E41AD3E5F9192AD64ABDE22161C)] [added: Distribution](#s6E0BE6B46E4A579CBE00D748EC5B24B2)] | [removed: [F-14](#s8ED01E41AD3E5F9192AD64ABDE22161C)] [added: [F-12](#s6E0BE6B46E4A579CBE00D748EC5B24B2)] |

| [Corporate, Elimination and [removed: Other](#s43EFB472F40D5DC399D98B4C7D91B0E0)] [added: Other](#s091338C10FB45BCB885BEB9BA9AD2D5C)] | [removed: [F-15](#s43EFB472F40D5DC399D98B4C7D91B0E0)] [added: [F-13](#s091338C10FB45BCB885BEB9BA9AD2D5C)] |

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| [Selling, General and Administrative [removed: Expenses](#s29A3F1D5CCA0562DB83032828433F7B9)] [added: Expenses](#s0A831DAF12B55650ABACDA11CE8836E8)] | [removed: [F-15](#s29A3F1D5CCA0562DB83032828433F7B9)] [added: [F-14](#s0A831DAF12B55650ABACDA11CE8836E8)] |

| [Other Operating [removed: Expenses](#s40387BDD9BFA575681CBFE0501430DDD)] [added: Expenses](#s5BDA7C0C518E54C5B65D3F3EA99BF475)] | [removed: [F-16](#s40387BDD9BFA575681CBFE0501430DDD)] [added: [F-14](#s5BDA7C0C518E54C5B65D3F3EA99BF475)] |

[removed: | [Foreign] [added: Foreign] Currency Transaction [added: (Loss)] Gain [removed: (Loss)](#s51FA59BBF7F656AC91444D90490DC8F8) | [F-16](#s51FA59BBF7F656AC91444D90490DC8F8) |]

| [Other [removed: Expense](#s938CBDE97E6954F9B1A00F1DF54B633E)] [added: Expense](#sB0B93D7DA0C45EDD89F7E8E3AE359F52)] | [removed: [F-16](#s938CBDE97E6954F9B1A00F1DF54B633E)] [added: [F-15](#sB0B93D7DA0C45EDD89F7E8E3AE359F52)] |

[removed: | [Equity] [added: Equity] in Net [removed: Earnings] (Loss) [added: Earnings] of Nonconsolidated [removed: Companies](#s4D4972CA57DB5697A61514C290EA640C) | [F-16](#s4D4972CA57DB5697A61514C290EA640C) |][added: Companies]

| [Provision for (Benefit from) Income [removed: Taxes](#s836A29647B3B5001BC4D5C71D221486C)] [added: Taxes](#s54B60180B40D50088A65C5AAD4C107FC)] | [removed: [F-17](#s836A29647B3B5001BC4D5C71D221486C)] [added: [F-15](#s54B60180B40D50088A65C5AAD4C107FC)] |

| [Critical Accounting [removed: Estimates](#sD91A812932455BDE956F6586262C598F)] [added: Estimates](#s862F49197D295389AAA94EB80BEB104C)] | [removed: [F-18](#sD91A812932455BDE956F6586262C598F)] [added: [F-17](#s862F49197D295389AAA94EB80BEB104C)] |

| [Liquidity and Capital [removed: Resources](#s8A48AEB0ADEA57D2B450D8343DDB431A)] [added: Resources](#sFD6B873E4AB45ABA9A514F1C261ED068)] | [removed: [F-21](#s8A48AEB0ADEA57D2B450D8343DDB431A)] [added: [F-20](#sFD6B873E4AB45ABA9A514F1C261ED068)] |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#s0E6EB04DE71F58C3AAB1A7E6C7C82AF9)] [added: Obligations](#sC8C2C6460CF0573198EA878B2BC394E8)] | [removed: [F-24](#s0E6EB04DE71F58C3AAB1A7E6C7C82AF9)] [added: [F-22](#sC8C2C6460CF0573198EA878B2BC394E8)] |

| [Market [removed: Risk](#sDC42AB320EF55D23B01202F5D6D08691)] [added: Risk](#s33A88FD7895255BB839A75E2F2951B73)] | [removed: [F-27](#sDC42AB320EF55D23B01202F5D6D08691)] [added: [F-25](#s33A88FD7895255BB839A75E2F2951B73)] |

| [Environmental, Health, Safety and Security [removed: Matters](#sD973705913455517AC7F3073B10598E8)] [added: Matters](#sC2C9B025461E599681D8471D9529CCDC)] | [removed: [F-29](#sD973705913455517AC7F3073B10598E8)] [added: [F-28](#sC2C9B025461E599681D8471D9529CCDC)] |

| [Related [removed: Parties](#s5624D09328AE559AA3EC846BB8A167FA)] [added: Parties](#sCF248EE570D6538D94E980011DA327DF)] | [removed: [F-34](#s5624D09328AE559AA3EC846BB8A167FA)] [added: [F-34](#sCF248EE570D6538D94E980011DA327DF)] |

| [Recently Issued Accounting [removed: Guidance](#s1D5F5D5EB62357F2861CF6C041BF4B7E)] [added: Guidance](#sABB613FEA0465CB1BF92E9DCF3CBD67F)] | [removed: [F-34](#s1D5F5D5EB62357F2861CF6C041BF4B7E)] [added: [F-34](#sABB613FEA0465CB1BF92E9DCF3CBD67F)] |

| [Forward-Looking [removed: Statements](#s7A856E67ABEF5E3AA5365574B68B6855)] [added: Statements](#s7FE60BB279CD51C294E3350F9FBA6AFC)] | [removed: [F-35](#s7A856E67ABEF5E3AA5365574B68B6855)] [added: [F-34](#s7FE60BB279CD51C294E3350F9FBA6AFC)] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#sD3CB363D3A2752278517E817ED91C10E)] [added: Firm](#s0EB4D83E35DF559387B557CD9862BC88)] | [removed: [F-38](#sD3CB363D3A2752278517E817ED91C10E)] [added: [F-37](#s0EB4D83E35DF559387B557CD9862BC88)] |

| [Consolidated Statements of [removed: Earnings](#s34EACCB1317C50B38A8205A3913CD2A5)] [added: Earnings](#sE40B79082FB65981AA1366CA4476F7C3)] | [removed: [F-40](#s34EACCB1317C50B38A8205A3913CD2A5)] [added: [F-39](#sE40B79082FB65981AA1366CA4476F7C3)] |

| [Consolidated Statements of Comprehensive [removed: Income](#s1AB368872EFF5997BDEBB6FE80C87F78)] [added: Income](#s71D17A53632F54DBB5A11E8516E888A1)] | [removed: [F-41](#s1AB368872EFF5997BDEBB6FE80C87F78)] [added: [F-40](#s71D17A53632F54DBB5A11E8516E888A1)] |

| [Consolidated Balance [removed: Sheets](#s5B6EA3215C8656D6897C2339363FAA5C)] [added: Sheets](#s432D04544E385D459ECA31553255EA77)] | [removed: [F-42](#s5B6EA3215C8656D6897C2339363FAA5C)] [added: [F-41](#s432D04544E385D459ECA31553255EA77)] |

| [Consolidated Statements of Cash [removed: Flows](#s191F169F46495820B4482F7870BFFD84)] [added: Flows](#s9C6CBB547FA95B159E11EA5A3FFB547A)] | [removed: [F-43](#s191F169F46495820B4482F7870BFFD84)] [added: [F-42](#s9C6CBB547FA95B159E11EA5A3FFB547A)] |

| [Consolidated Statements of [removed: Equity](#sAF9377CD6E435701AE81B5ABF8344217)] [added: Equity](#sB6294E2A9EB75F90BC1ECA50B1BA7894)] | [removed: [F-45](#sAF9377CD6E435701AE81B5ABF8344217)] [added: [F-44](#sB6294E2A9EB75F90BC1ECA50B1BA7894)] |

| [Notes to Consolidated Financial [removed: Statements](#s72D1C14D743B5792AE17639F4E81EA47)] [added: Statements](#sE953994B3C285AFEB3AC2B806D851471)] | [removed: [F-46](#s72D1C14D743B5792AE17639F4E81EA47)] [added: [F-45](#sE953994B3C285AFEB3AC2B806D851471)] |

| [Quarterly Results [removed: (Unaudited)](#s87F1E2D1DFA555F284F06B22F6699CEA)] [added: (Unaudited)](#s4C1A5565594C51FCB4572B42CE3C9788)] | [removed: [F-90](#s87F1E2D1DFA555F284F06B22F6699CEA)] [added: [F-91](#s4C1A5565594C51FCB4572B42CE3C9788)] |

| [Five Year [removed: Comparison](#s30CB1E52FBFC522882E1CA61E9C6D89C)] [added: Comparison](#s478557C83CF65B4FB5D39F04D99A43D1)] | [removed: [F-91](#s30CB1E52FBFC522882E1CA61E9C6D89C)] [added: [F-92](#s478557C83CF65B4FB5D39F04D99A43D1)] |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#s1D50A3724D37564695AF3BC1BAC46108)] [added: Accounts](#sEB41FA1BFA195DDC8C55A226E262A739)] | [removed: [F-93](#s1D50A3724D37564695AF3BC1BAC46108)] [added: [F-94](#sEB41FA1BFA195DDC8C55A226E262A739)] |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#sFD5533FB81B6512681468D1A408CE782)] [added: Reporting](#s95A14195A3C455F1BF3D9BA0D591BE61)] | [removed: [F-94](#sFD5533FB81B6512681468D1A408CE782)] [added: [F-95](#s95A14195A3C455F1BF3D9BA0D591BE61)] |

We conduct our business through wholly and majority owned subsidiaries [removed: as well as] [added: and] businesses in which we own less than a majority or a [removed: non-controlling] [added: noncontrolling] interest, including consolidated variable interest entities and investments accounted for by the equity method.

[added: | • |] Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based crop nutrients, animal feed ingredients and industrial products. [added: Potash sales include domestic and international sales. We are a member of Canpotex, Limited (“Canpotex”), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S. and Canada. |]

[added: | • | Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based crop nutrients, animal feed ingredients and industrial products. Potash sales include domestic and international sales.] We are a member of Canpotex, Limited (“Canpotex”), an export association of Canadian potash producers through which we sell our Canadian potash outside [removed: of] the U.S. and Canada. [added: |]

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, Streamsong Resort® results of operations and [added: the results of] our [removed: legacy Argentina] [added: China] and [removed: Chile results] [added: India distribution businesses] are included within Corporate, Eliminations and Other.

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

Date: March 12, 2019

| Clint C. Freeland | | | | |

| * | | Director | | March 12, 2019 |

| Oscar P. Bernardes | | | | |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| Luciano Siani Pires | | | | |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| * | | Director | | March 12, 2019 |

| [Introduction](#s3C5234E7543B52018D95C2FE20C26650) | [F-2](#s3C5234E7543B52018D95C2FE20C26650) |

| [Overview](#s1E9DC8CAE4445AF889448DD83064E937) | [F-5](#s1E9DC8CAE4445AF889448DD83064E937) |

| [Phosphates](#s65813067FE4A53AB9B49B0E1FDC992D0) | [F-8](#s65813067FE4A53AB9B49B0E1FDC992D0) |

| [Potash](#s250B40D3F9755810994CEE775DDF2940) | [F-10](#s250B40D3F9755810994CEE775DDF2940) |

| [Contingencies](#sAB7C79831553573FA5B908A9008A17CF) | [F-34](#sAB7C79831553573FA5B908A9008A17CF) |

Upon completion of the Acquisition, we became the leading fertilizer producer and distributor in Brazil.

To reflect the fact that our Brazilian business is no longer strictly a distribution business as well as the significance of our investment in Brazil, we realigned our business segments (the “Realignment”).

Beginning in the first quarter of 2018, we reported the results of the Mosaic Fertilizantes business as a segment, along with our other reportable segments of Phosphates and Potash.

After the Realignment, we are organized into the following business segments:

| • | Our Phosphates business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients for sale domestically and internationally. As part of the Acquisition, we acquired an additional 40% economic interest in the Miski Mayo Phosphate Mine in Peru, which increased our aggregate interest to 75%. These results are now consolidated in the Phosphates segment. The Phosphates segment also includes our 25% interest in the Ma'aden Wa'ad Al Shamal Phosphate Company (the “MWSPC”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. We market approximately 25% of the MWSPC phosphate production. We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Condensed Consolidated Statements of Earnings. |

| • | Our Mosaic Fertilizantes business segment consists of the assets in Brazil that we acquired in the Acquisition, which include five Brazilian phosphate rock mines; four phosphate chemical plants and a potash mine in Brazil. The segment also includes our legacy distribution business in South America which, consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay. We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water crop nutrition port and throughput warehouse terminal facility in Brazil. |

See Note 25 of the Consolidated Financial Statements in this report for segment results.

operating our major facilities, significant raw material costs in our Phosphates and Mosaic Fertilizantes businesses, and fluctuations in currency exchange rates.

In Brazil, we purchase all of our ammonia under a long-term supply agreement with a single supplier.

Sulfur is a global commodity that is primarily produced as a by-product of oil refining.

In addition to producing phosphate rock, Mosaic Fertilizantes purchases phosphates, potash and nitrogen products which are either used to produce blended crop nutrients (“Blends”) or for resale.

We are currently developing the K3 shaft at our Esterhazy mine.

Once completed, this will provide us the opportunity to eliminate future brine inflow management costs and risk.

Current year net earnings were favorably impacted by increased average selling prices across our business units.

In 2018, net earnings (loss) were negatively impacted by $432 million, or ($0.90) per diluted share, related to notable items of which the significant items are following:

- Foreign currency transaction losses of $192 million, or $(0.39) per diluted share

- Other operating expenses primarily related to the Acquisition of $80 million, or $(0.17) per diluted share

| • | The write-off of $57 million, or ($0.13) per diluted share, of engineering and other costs for discontinued projects in relation to changes in strategic plans |

- Revisions in the estimated costs of our asset retirement obligations of $30 million, or ($0.06) per diluted share

- Unrealized losses on derivatives of $33 million, or $(0.07) per diluted share

Date: February 20, 2018

| Anthony T. Brausen | | | | |

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

| James L. Popowich | | | | |

| | |

| --- | --- |

| [Introduction](#sFACA1C231526536E8B534D8FDFFC637F) | [F-2](#sFACA1C231526536E8B534D8FDFFC637F) |

| [Overview](#sD9FBC546FFD7520E9119D3B61EBFA408) | [F-6](#sD9FBC546FFD7520E9119D3B61EBFA408) |

| [Phosphates](#s3C3700C9FE355135B1A0E8AACC22C019) | [F-9](#s3C3700C9FE355135B1A0E8AACC22C019) |

| [Potash](#s411BA6E02EE25F079DDC74D64E144961) | [F-11](#s411BA6E02EE25F079DDC74D64E144961) |

| [Non-GAAP Reconciliation](#s870F2622671F5665B7E10B379C465487) | [F-18](#s870F2622671F5665B7E10B379C465487) |

| [Contingencies](#s786621CFCEA35927A8B52B119CF08AEA) | [F-34](#s786621CFCEA35927A8B52B119CF08AEA) |

In May 2011, Cargill divested its approximately 64% equity interest in us in the first of a series of transactions (collectively, the “Cargill Transaction”).

Further information regarding this transaction is included in the Overview section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 18 of our Notes to Consolidated Financial Statements.

We produce and market concentrated phosphate and potash crop nutrients.

At December 31, 2017, prior to completion of the Acquisition described below, we were organized into the following business segments:

Our Phosphates business segment includes mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients.

Additionally, the Phosphates segment has a 35% economic interest in a joint venture that owns a phosphate rock mine (the “Miski Mayo Mine”) in Peru and a 25% interest in Ma’aden Wa’ad Al Shamal Phosphate Company (the “MWSPC”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia for which we will market approximately 25% of the production.

Our International Distribution business segment provides our Phosphates segment and Potash segment, through Canpotex, market access to geographies outside North America.

It consists of sales offices, fertilizer blending and bagging facilities, port terminals and warehouses in several key countries outside of North America, currently Brazil, Paraguay, India, and China.

We also have a single superphosphate plant in Brazil that produces crop nutrients by mixing sulfuric acid with phosphate rock.

The cash portion of the purchase price is subject to adjustment following the final determination of actual balances that were estimated at the time of closing.

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.

To date, our brine inflow

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Our income tax rate was lower in 2016 compared to 2015 because our deductions are relatively fixed in dollars, while our profitability has been reduced.

Net earnings for 2015 included discrete income tax benefits of $47 million or $0.13 per diluted share.

In addition, we recorded a foreign currency transaction loss of $61 million, or $(0.15) per diluted share, and unrealized mark-to-market losses on derivatives of $32 million, or $(0.08) per diluted share, in 2015.

These increases have continued in to 2018.

| • | Grow our production of essential crop nutrients and operate with increasing efficiency |

| • | During 2017, we made equity contributions of $62.5 million to 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. MWSPC commenced ammonia operations in late 2016 and pre-commissioning production of finished phosphate products began in 2017. Our cash investment at December 31, 2017 and as of the date of this report, is approximately $770 million. We currently estimate that our total cash investment in MWSPC, including the 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. We expect the remaining amount to be funded through external debt facilities, income from ammonia operations and remaining investments by the joint venture members. |

| • | Expand our reach and impact by continuously strengthening our distribution network |

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

| • | We continued to execute against our cost saving initiatives in ways that are positively impacting financial results: |

| ◦ | We are on track to achieve our goal of reaching $500 million in cost savings by the end of 2018. We are approximately 85% of the way toward meeting this goal. |

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