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•	Net loss attributable to Mosaic for the year ended December 31, 2017 was $(107.2) million, or $(0.31) per diluted share, compared to 2016 net earnings of $297.8 million, or $0.85 per diluted share. 2017 results include a discrete income tax expense of $451 million, or $(1.30) per diluted share, primarily related to enactment of the U.S. Tax Cuts and Jobs Act.

•	Operating earnings were $465.7 million, up from $319.0 million in 2016, driven by higher gross margins in both Potash and Phosphates.

•	We maintained cash and cash equivalents of $2.2 billion, excluding restricted cash. In January 2018, we used $1.08 billion in cash to close the Acquisition and pre-paid $200 million of our outstanding term loan facility.

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•	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 global phosphate and potash operations conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.). Following the completion of the Acquisition on January 8, 2018, we are the leading fertilizer production and distribution company in Brazil, as the Acquisition increased our finished phosphates capacity by over four million tonnes and our finished potash capacity by approximately 500,000 tonnes.

◦

During 2017, we made equity contributions of $62.5 million to Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC”), our joint venture with Saudi Arabian Mining Company and Saudi Basic Industries Corporation to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. We own a 25% interest in MWSPC and have already started to market approximately 25% of MWSPC’s production.

◦	We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy mine and began to mine a limited amount of potash ore from these shafts in 2017. Following ramp-up, we expect this expansion to mitigate future brine inflow management costs and risk.

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

◦	We had record sales volumes of 7.4 million tonnes in our International Distribution segment in 2017.

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

◦

In November 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 million aggregate principal amount of 4.050% senior notes due 2027. Proceeds from this offering were primarily 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 pre-paid 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 while continuing to prioritize the safety of our employees and the environment. Capital expenditures in 2017 were the lowest in over five years.

•

In October 2017, we announced the temporary idling of our Plant City, Florida phosphate manufacturing facility for at least one year and restructuring of 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 Mosaic by reducing production at one of our higher cost facilities.

◦	On October 31, 2017, our Board approved a reduction in our target annual dividend from $0.60 per share to $0.10 per share, effective with the dividend paid in December 2017.

•	Say-on-Pay:

•	2017 “Say-on-Pay” advisory proposal approved by approximately 96% of votes cast.

•	2017 Executive Compensation:

•	Consistent with our philosophy of paying for performance:

◦	Our short-term incentive plan paid out at 103.33% of target for our executive officers, reflecting:

▪	below-target performance under our operating earnings/return on invested capital (“ROIC”) measure, reflecting the continued challenging pricing environment in which we operated during 2017;

▪	performance exceeding the target level for our free cash flow objective, which was designed to promote effective management of cash flows during periods of lower pricing;

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▪	performance exceeding the target level for our critical cost management objective, which was designed to drive improvements in our position as a low cost producer and support our competitive position in all pricing environments;

▪	target-level performance against the objective for our premium product sales measure, which was designed to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America; and

▪	performance at the maximum level against goals for our management system effectiveness (“MSE”) measure, the elements of which promote behaviors aimed at safety, sustainability and other environmental, health, safety and sustainable development (“EHSS”) objectives.

◦	As of December 31, 2017, options granted during 2015, 2016 and 2017 were all underwater due to the decline in our stock price.

◦	ROIC performance units granted in 2015 did not pay out in 2018 and were forfeited because our cumulative return on invested capital did not meet the threshold for vesting and payment.

◦	Total shareholder return (“TSR”) performance units that vested during 2017 paid out at values significantly below their grant date value (-64%), reflecting the decline in our stock price.

•	We modified our short-term incentive plan for 2017:

◦	We adjusted the composition and weighting of our incentive measures to reflect the continued challenging industry environment, both to ensure the effectiveness of our incentive program and to allow for two new measures that we believe will promote behaviors that will benefit company performance.

◦	By adding a free cash flow measure, we emphasize the importance to Mosaic of generating strong cash flows during a challenging industry environment. The premium product sales measure was added to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America.

◦

We eliminated our recordable injury frequency rate measure, a lagging indicator of safety performance, and increased the weighting of our MSE measure, a leading indicator, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives. We believe this better focuses our organization on behaviors aimed at preventing safety incidents and progressing with respect to other EHSS initiatives, including sustainability.

◦	Beginning with 2017, TSR performance unit awards provide for a 10% performance hurdle and, for executive officers, a one-year post-vesting holding period.

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•	Declassified Board of Directors.  At each annual meeting of stockholders of Mosaic, each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic.

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Proxy Access. Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding shares of common stock, par value $0.01 per share (“Common Stock”), continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board of Directors or two directors, whichever is greater, subject to the requirements set forth in our Bylaws.

•	Independent Directors.  All of our directors except our CEO and Luciano Siani Pires, Chief Financial Officer of Vale, are independent. All of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.

•	Audit Committee Financial Experts.  Our Board has determined that two of our directors qualify as “audit committee financial experts” within the meaning of applicable U.S. Securities and Exchange Commission (“SEC”) rules.

•	Majority Vote Standard.  Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections.

•	Independent Non-Executive Chairman.  Our Board is led by an independent non-executive Chairman.

•	Director Stock Ownership.  Minimum guideline equal to five times the base cash retainer for non-employee directors with five years of service, except with respect to Mr. Siani Pires as described in footnote (3) to the Non-Employee Director Stock Ownership Guidelines table on page 19.

•	Succession Planning.  Rigorous framework for Corporate Governance and Nominating Committee annual review of succession planning for our CEO and for Compensation Committee annual review of succession planning for other executive officers and key executives.

•	Environmental, Health, Safety and Sustainable Development.

◦	Dedication to protecting our employees and the communities in which we operate, and to being a good steward of natural resources.

◦	Separate standing Board committee to oversee environmental, health, safety, security and sustainable development matters.

•	Annual Board and Committee Evaluations.

◦	Annual self-evaluation by Board and each standing committee, including individual director peer review.

◦	Annual review of our Corporate Governance Guidelines and each standing committee’s charter.

•	Standing Enterprise Risk Management, or ERM, Committee assists in achieving business objectives through systematic approach to anticipate, analyze and review material risks. Consists of cross-functional team of executives and senior leaders.

•	Board oversees management’s actions, with assistance from each of its standing committees. Management reports on enterprise risks to the full Board on a regular basis.

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•	Periodic solicitation of input from Board members.

•	Consultations with senior management and director search firms.

•	Candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws.

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•	Personal characteristics:

◦	highest personal and professional ethics, integrity and values;

◦	an inquisitive and objective perspective; and

◦	practical wisdom and mature judgment;

•	Broad experience at the policy-making level in international business, trade, agriculture, government, academia or technology;

•	Expertise that is useful to us and complementary to the background and experience of other directors, so that an appropriate balance of skills and experience of the membership of the Board can be achieved and maintained;

•	Willingness to represent the best interests of all stockholders and objectively appraise management performance;

•	Involvement only in activities or interests that do not create a material conflict with the director’s responsibilities to us and our stockholders;

•	Commitment in advance of necessary time for Board and committee meetings; and

•	A personality reasonably compatible with the existing Board members.

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In accordance with its charter and NYSE governance requirements, our Audit Committee regularly reviews with management, our Vice President – Internal Audit, and our independent registered public accounting firm, the quality and adequacy of our system of internal accounting, financial, disclosure and operational controls, including policies, procedures and systems to assess, monitor and manage business risks, as well as compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and discusses with management and our Vice President – Internal Audit policies regarding risk assessment and risk management.

•

Our Environmental, Health, Safety and Sustainable Development Committee (“EHSS Committee”) oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our businesses; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs.

•	Our Corporate Governance and Nominating Committee oversees succession planning for our CEO and oversees from a corporate governance perspective the manner in which the Board and its committees review and assess enterprise risk.

•	Our Compensation Committee oversees risks related to our executive and employee compensation policies and practices, as well as succession planning for senior management other than our CEO.

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•	Audit;

•	Compensation;

•	Corporate Governance and Nominating; and

•	Environmental, Health, Safety and Sustainable Development.

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•	an annual cash retainer of $160,000 to our Chairman of the Board and $80,000 to each other director;

•	an annual cash retainer of $20,000 to the Chair of our Audit Committee;

•	an annual cash retainer of $15,000 to the Chair of our Compensation Committee; and

•	an annual cash retainer of $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

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(1)	Mr. Siani Pires is not included in the above table as he was elected to our Board effective January 8, 2018, and did not serve as a director during 2017. In addition, Mr. Siani Pires has declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies.

(2)	Reflects the aggregate amount of the cash retainers paid for 2017.

(3)

Our unfunded non-qualified deferred compensation plan permits a director to elect to contribute up to 100% of the director’s fees on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance accrues gains or losses at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available for selection by participants as investments under the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code (“Code”), except that the Mosaic Stock Fund investment alternative is excluded. Because the rate of return is based on actual investment measures, no above-market earnings are paid. One director participated in the non-qualified deferred compensation plan during 2017. Our non-qualified deferred compensation plan provides that our Board, as constituted immediately before a change-in-control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan.

(4)	Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or ASC 718. The assumptions used in our valuation of these awards are discussed in note 19 to our audited financial statements for 2017 included in the 2017 10-K Report.

(5)

The date of our annual grant of RSUs to non-employee directors in 2017 was May 18, 2017, the date of our 2017 Annual Meeting. We establish the number of shares subject to the grant of RSUs by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant. The RSUs granted in 2017 to non-employee directors will vest completely on the date of the 2018 Annual Meeting. If a director ceases to be a director prior to vesting, the director will forfeit the RSUs except in the event of death (in which case the RSUs will vest immediately) or unless otherwise determined by our Corporate Governance and Nominating Committee. For vested RSUs, Common Stock will be issued immediately, in the event of the director’s death, or on the third anniversary of the grant date, except that (i) RSUs of a director who is removed for cause will be forfeited, and (ii) as to RSUs for which an election has been made under our long-term equity deferral plan, shares will be issued in accordance with the director’s election. The RSU awards granted in 2017 to non-employee directors include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid at the same time as we issue shares of our Common Stock after the awards vest. A director may elect that up to half of the RSUs granted to the director in 2017 be paid in cash rather than shares of Common Stock.

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(6)	The following table shows the number of RSUs held at December 31, 2017 by each director who was not an employee at any time during 2017:

(a)	These RSUs vest or vested on the earlier of (i) the date indicated in this column or (ii) subject to the approval of the Corporate Governance and Nominating Committee in its sole discretion, a director’s departure from the Board, for reasons other than removal for cause, before the 2018 Annual Meeting. See note (5) above with respect to issuance of Common Stock following the vesting date.

(b)	These RSUs vest on the date of the 2018 Annual Meeting.

(7)

Our unfunded non-qualified equity deferral plan and the applicable RSU award agreements allow eligible directors to elect to contribute all or a portion of annual RSU grants to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the director at the time of his or her deferral election. For each share that would have been issued under an RSU award but for an election to defer its receipt, the director will be credited with a recordkeeping amount of cash equal to the dividends per share paid or payable to holders of our Common Stock on a share of our Common Stock. This recordkeeping amount will be paid out consistent with the payment dates specified in the plan.

(8)	Reflects dividend equivalent payments for 2017. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.

(9)	Mr. Lumpkins elected to defer 100% of his fees earned or paid in cash pursuant to the non-qualified deferred compensation plan described in note (3) above.

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•	Net loss attributable to Mosaic for the year ended December 31, 2017 was $(107.2) million, or $(0.31) per diluted share, compared to 2016 net earnings of $297.8 million, or $0.85 per diluted share. 2017 results include a discrete income tax expense of $451 million, or $(1.30) per diluted share, primarily related to enactment of the U.S. Tax Cuts and Jobs Act.

•	Operating earnings were $465.7 million, up from $319.0 million in 2016, driven by higher gross margins in both Potash and Phosphates.

•	We maintained cash and cash equivalents of $2.2 billion, excluding restricted cash. In January 2018 we used $1.08 billion in cash to close the Acquisition and pre-paid $200 million of our outstanding term loan facility.

•

We continued our pre-closing integration planning with respect to our pending acquisition of Vale’s global phosphate and potash operations conducted through Vale Fertilizantes S.A. Following completion of the Acquisition on January 8, 2018, we are the leading fertilizer production and distribution company in Brazil, as the Acquisition increased our finished phosphates capacity by over four million tonnes and our finished potash capacity by approximately 500,000 tonnes.

•	We had record sales volumes of 7.4 million tonnes in our International Distribution segment in 2017.

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•	We are on track to achieve our goal of reaching $500 million in cost savings by the end of 2018 and realized the goal we set in 2016 to achieve an additional $75 million in savings in our support functions.

•

In November 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 million aggregate principal amount of 4.050% senior notes due 2027. Proceeds from this offering were used primarily 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 pre-paid against our outstanding term loan in January 2018.

•	While we continue to support key strategic projects and protect the integrity of our assets, we continued to manage our capital through the prioritization of our expenditures and the deferral, reduction or elimination of certain capital spending. Capital expenditures in 2017 were the lowest in over five years.

•

In October 2017, we announced the temporary idling of our Plant City, Florida phosphate manufacturing facility for at least one year and restructuring of our Phosphates operations. 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 Mosaic by reducing production at a relatively higher-cost facility.

•

The majority of target direct compensation for 2017 was “at risk” based on financial, operational and stock price performance. The performance measures under our short-term incentive plan focus management on financial performance and on metrics that we believe are within management’s control and will drive long-term stockholder value, though they may not always be reflected in near-term stock price performance. In this way, our executive compensation program elements are designed to motivate and retain our executive officers in a way that aligns with the interests of our stockholders.

•	We believe that 2017 payouts under our short- and long-term incentive programs bear a strong relationship to our financial, operational and stock price performance and align closely with our executive compensation program objectives. Consistent with our philosophy of paying for performance:

◦	Our short-term incentive plan paid out at 103.33% of target for our executive officers, reflecting:

▪	below-target performance under our operating earnings/ROIC measure, reflecting the continued challenging pricing environment in which we operated during 2017;

▪	performance exceeding the target level for our free cash flow objective, which was designed to promote effective management of cash flows during periods of lower pricing;

▪	performance exceeding the target level for our critical cost management objective, which was designed to drive improvements in our position as a low cost producer and support our competitive position in all pricing environments;

▪	target-level performance against the objective for our premium product sales measure, which was designed to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America; and

▪	performance at the maximum level against goals for our MSE measure, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives.

◦	Beginning with 2017 grants, our TSR performance unit awards provide for a 10% performance hurdle and, for our executive officers, a one-year post-vesting holding period.

◦	As of December 31, 2017, options granted during 2015, 2016 and 2017 were underwater due to the decline in our stock price.

◦	ROIC performance units granted in 2015 did not pay out in 2018 and were forfeited because our cumulative return on invested capital did not meet the threshold for vesting and payment.

◦	TSR performance units that vested during 2017 paid out at values significantly below their grant date value (-64%), reflecting the decline in our stock price.

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•	We modified our short-term incentive plan for 2017:

◦

We decreased the weighting of our operating earnings/ROIC measure from 50% to 30% given the continued challenging industry environment, both to ensure the effectiveness of our incentive program and to allow for weighting under the plan to be allocated to two new measures added for 2017. For the same reason, we moderately increased the weighting of our controllable operating costs measure from 25% to 30%.

◦

We added free cash flow and premium product sales as measures of performance with weightings of 20% and 10%, respectively. Free cash flow was added to emphasize the importance to Mosaic of generating strong cash flows during a challenging industry environment. Premium product sales was added to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America.

◦

We eliminated our recordable injury frequency rate measure, a lagging indicator of safety performance, and increased to 10% the weighting of our MSE measure, a leading indicator, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives. We believe the additional weighting allocated to this measure has better focused our organization on behaviors aimed at preventing safety incidents and progressing with respect to other EHSS initiatives, including sustainability.

•	Our 2017 “Say-on-Pay” advisory proposal was approved by approximately 96% of votes cast.

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(b)

Realizable Pay includes (i) base salary and actual annual short-term incentive earned, each as reported in the Summary Compensation Table for 2017, 2016 and 2015, (ii) the value of outstanding in-the-money stock options and unvested RSUs granted during the periods presented based on the closing price of our Common Stock on December 29, 2017, the last trading day of 2017, or $25.66, (iii) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 29, 2017 to determine the estimated vesting percentage and (iv) for 2015 and 2016, the estimated value of ROIC performance unit awards granted in 2015 and 2016, with 2015 awards shown at zero value because those awards were forfeited early in 2018, and with 2016 awards assuming a target level of performance, using the 30-day average trading price as of December 29, 2017 to calculate the estimated payout.

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•	price, supply and demand of our fertilizer products and the key inputs we use to produce them;

•	cash crop prices affecting farmer income levels and affordability of crop nutrients;

•	weather events and patterns affecting crop yields and prices;

•	raw material and energy costs that affect profit margins;

•	government fertilizer subsidies and other farm policies; and

•	environmental regulations and the costs of compliance and risk abatement.

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•	Compensation received or earned by our Named Executive Officers over the current year and past few years and the performance of Mosaic over the same time frames;

•	Performance of Mosaic versus direct competitors and other companies in the global fertilizer industry;

•	Realized compensation and target total direct compensation; and

•	Realized compensation and program objectives.

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(1)	CRU Group is a private company that produces industry and market analyses that are global in scope and cover a number of commodity industries, including the fertilizer industry.

(2)	Surveys used for 2017 compensation actions included 2016 Mercer Benchmark Database Executive, 2016 Hay Executive, 2016 Towers Watson CDB Executive and 2016 Towers Watson Compensation Surveys. We have listed in Appendix B to this Proxy Statement the companies included in the referenced survey data.

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•	salary, incentive, and target total direct compensation levels for executive positions comparable in job responsibilities or by pay rank to Mosaic Named Executive Officer positions; and

•	prevalent pay elements and percentage of target total direct compensation.

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•	We have a relocation plan that pays employees for the cost of relocation and also generally provides for a “gross-up” for taxes on amounts we reimburse under the plan that are taxable compensation to the employee.

•	We have a corporate travel policy that covers travel expenses for business purposes by spouses of our employees. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee.

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•	The balance of base pay, short-term incentives and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility;

•	A long-term incentive program that for 2017 granted a mix of one-third stock options and two-thirds performance units with vesting based on total shareholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable total stockholder return over the longer-term;

•	Vesting of long-term incentive awards over a number of years;

•	Caps on annual cash incentives;

•	Broad performance ranges for minimum, target and maximum operating earnings goals for annual cash incentives that reduce the risk of accelerating or delaying revenue or expense recognition in order to satisfy the threshold or next tier for incentive payouts;

•	The range of performance measures we utilize under our short-term incentive plan, which for executive officers includes not only operating earnings but also controllable operating costs per production tonne, two safety measures and adjusted selling, general and administrative expenses; and

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Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Compensation Discussion and Analysis – Executive Compensation Governance – Executive Compensation Policies and Practices” on page 48; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Compensation Discussion and Analysis – Executive Compensation Governance – Executive Stock Ownership Guidelines” on page 49; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Management Incentive Plan if it deems appropriate.

(1)	Reflects the dollar amount of base salary paid in the designated fiscal year.

(2)	Includes any amounts deferred at the officer’s election to the officer’s account under our qualified and non-qualified defined contribution retirement plans and under our deferred compensation plan.

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(3)

Reflects the grant date fair value for each Named Executive Officer’s grants of RSUs (including retention grants to Mr. O’Rourke and Mr. Mack in 2015) and TSR and ROIC performance units in the applicable fiscal year, and the stock-based retention award granted to Mr. McLellan in 2017, in each case determined in accordance with ASC 718. Includes the value of any awards deferred under our non-qualified equity deferral plan. ROIC performance units are accounted for as share-based payments in accordance with ASC 718 and for executive officers are settled in cash. In accordance with SEC rules, the grant date fair value for performance units excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 19 to our audited financial statements for 2017.

(4)	Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined in accordance with ASC 718. The assumptions used in the valuation are discussed in note 19 to our audited financial statements for 2017.

(5)	Reflects awards under our Management Incentive Plan. We have included additional information about our Management Incentive Plan, including the performance measures for 2017 and the levels of performance that were achieved, under “Short-Term Incentive Program” and “Realized Pay: Short-Term Incentives” beginning on pages 38 and 44, respectively, in our Compensation Discussion and Analysis.

(6)	Includes the aggregate increase in the actuarial value of pension benefits for 2017, 2016 and 2015 under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack and McLellan and Ms. Ricard, and under Cargill’s international employees’ pension plan for Mr. McLellan.

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(7)	The table below shows the components of compensation that are included in this column for 2017:

(a)	Reflects amounts reimbursed under our travel policy for travel by spouses for site visits and to industry and investor conferences. In addition, during 2017, the spouses of two Named Executive Officers accompanied them on two flights (Mr. O’Rourke) and one flight (Ms. Ricard) chartered for business purposes in accordance with our travel policy, for which there was no incremental cost to us.

(b)	Amounts include:

•	“Gross-ups” for taxes on amounts we reimburse under our travel policy that are taxable compensation to the employee. During 2017, our Compensation Committee determined to reinstate gross-ups for this purpose.

•	“Gross-up” payments for taxes on amounts we reimbursed to Messrs. McLellan and Precourt under their respective expatriate arrangements that are taxable compensation to them, as discussed in note (g) below.

(c)

Reflects our contributions for Named Executive Officers to the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic Investment Plan that exceed limitations for tax-qualified plans under the Code that are contributed to our unfunded non-qualified deferred compensation plan. We have included additional information about our unfunded non-qualified deferred compensation plan under “Non-Qualified Deferred Compensation” on page 64.

(d)	Includes contributions we made to match charitable donations made by the Named Executive Officers to United Way.

(e)	Includes dividend equivalents paid upon vesting of RSUs in 2017.

(f)	Includes premiums we paid for executive life and disability plans. We have provided additional detail about the executive life and disability plans in our Compensation Discussion and Analysis under – “Named Executive Officer Health and Welfare Benefits” on page 50.

(g)	Includes the following expatriate benefits (including, for Mr. McLellan, relocation benefits provided under his expatriate agreement):

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For Mr. McLellan: $87,233 paid to relocate Mr. McLellan’s office from our Florida operations to our São Paulo, Brazil office, where he has led our Brazil operations and the pre- and post-closing integration planning for the Acquisition (including moving expenses, lodging, and rental expenses); and $135,841 of miscellaneous expenses related to his assignment (including tax planning fees, language lessons, car and driver expenses, meals, service fees, immigration costs and an expense allowance). We also made $30,997 of “gross-up” payments under Mr. McLellan’s expatriate arrangement for taxes on amounts we reimbursed that are taxable compensation to Mr. McLellan. In accordance with applicable SEC rules, the tax gross-up amount is included under the “Gross Ups” column in the table above.

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For Mr. Precourt, $261,958 in taxes paid on Mr. Precourt’s behalf; and $26,067 of miscellaneous expenses related to his assignment (including tax planning expenses, service fees and immigration costs). We also made $103 of “gross-up” payments under Mr. Precourt’s expatriate arrangement for taxes on amounts we reimbursed that are taxable compensation to Mr. Precourt. In accordance with applicable SEC rules, the tax gross-up amount is included under the “Gross Ups” column in the table above.

(8)	Mr. O’Rourke was our Executive Vice President – Operations and Chief Operating Officer until August 5, 2015, when he became our President and Chief Executive Officer.

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(9)	Mr. Mack was our Executive Vice President and Chief Financial Officer until January 31, 2018, when he became our Senior Advisor, where he is expected to remain through his last day of employment on May 31, 2018.

(10)	Mr. McLellan was our Senior Vice President - Commercial until February 6, 2017, when he became our Senior Vice President - Brazil.

(11)	2016 was the first year as a Named Executive Officer for Ms. Ricard and Mr. Precourt. Ms. Ricard was our Senior Vice President - Human Resources until February 6, 2017, when she became our Senior Vice President - Commercial. Mr. Precourt was our Senior Vice President - Potash until June 1, 2016, when he became our Senior Vice President - Phosphates.

(1)	The date of grant for all of our 2017 annual long-term incentive awards was the date set by our Board and Compensation Committee for grants made to our CEO and executive officers, respectively.

(2)	This column shows the threshold, target and maximum potential number of shares and performance units to be paid out or earned upon the vesting of TSR performance units granted in 2017. We have included additional information about these awards in the footnotes and narrative accompanying the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 57.

(3)	Shows the number of shares subject to stock options granted in 2017.

(4)	Reflects the grant date fair value for each Named Executive Officer’s grants of stock options and TSR performance units granted in 2017, determined in accordance with ASC 718. In accordance with SEC rules, the grant date fair value for TSR performance units excludes the effect of estimated forfeitures.

(5)

This row shows the threshold, target and maximum potential annual awards under our Management Incentive Program for 2017. We paid the actual awards for 2017 in March 2018. The amount of the actual 2017 payout for each Named Executive Officer is set forth in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our Management Incentive Plan, including the performance measures for 2017

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(6)	This row shows the dollar amount of the retention award granted to Mr. McLellan in 2017 in connection with his agreement to relocate to Brazil. The retention award will be paid out on June 14, 2019 in shares of our Common Stock having a fair market value on the date of vesting equal to the dollar amount shown, if Mr. McLellan is employed by us at that date.

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(1)	The exercise price for all stock options is the fair market value of our Common Stock on the date of grant, which is equal to the closing price as reflected on the NYSE composite tape.

(2)	The amounts for RSUs were calculated by multiplying the closing market price of a share of our Common Stock on December 29, 2017, the last trading day of 2017, of $25.66 per share by the number of unvested shares. The amount for Mr. McLellan was calculated as described in note 13 below.

(3)	These RSUs vest on August 5, 2018 provided that Mr. O’Rourke continues to serve as our President and Chief Executive Officer on that date.

(4)

These awards vested on March 5, 2018. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2017, the last trading day of 2017. Approximately 64% of the units awarded in fact vested.

(5)	These ROIC performance units were granted with vesting based on performance through December 31, 2017. In accordance with SEC rules, the number of performance units shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of performance units shown times the closing price of a share

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(6)

These performance units vest on March 3, 2019. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the maximum level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2017, the last trading day of 2017.

(7)	These ROIC performance units vest based on performance through December 31, 2018. In accordance with SEC rules, the number of performance units shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of performance units shown times the closing price of a share of our Common Stock on December 29, 2017, the last trading day of 2017.

(8)

These performance units vest on March 2, 2020. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2017, the last trading day of 2017.

(9)	These stock options vested on March 5, 2018.

(10)	Half of these stock options vested on March 3, 2018 and half vest on March 3, 2019.

(11)	One-third of these stock options vested on March 2, 2018, and one-third vest on March 2 in each of 2019 and 2020.

(12)	These RSUs vest on May 14, 2018.

(13)	Dollar amount shown represents the fixed value of the retention award that will be paid out upon vesting. The retention award will vest on June 14, 2019 and be paid in the form of shares of our Common Stock having a fair market value on the date of vesting equal to the dollar amount shown, if Mr. McLellan is employed by us on that date.

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Stock options generally become exercisable in equal annual installments in the first three years following the date of grant, expire ten years after the date of grant, and allow grantees to purchase our Common Stock at the full market price of our Common Stock on the day the options were granted. Subject to the next bullet, upon termination of employment, option installments that are vested are generally exercisable for three months after termination; unvested installments generally are forfeited. The 2014 Stock and Incentive Plan expressly prohibits the repricing of options or granting options with exercise prices less than the fair market value of our Common Stock on the date of grant.

•	Stock options provide that:

w	Unvested stock option installments held by a Named Executive Officer whose employment terminates due to retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), death or disability vest in accordance with the normal vesting schedule; and

w	Following termination of employment due to retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), death or disability, stock options are exercisable for up to the earlier of (i) five years or (ii) the remaining term of the option.

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RSUs and TSR performance units provide grants of our Common Stock that vest after continued employment through the specified performance period, which is generally three years. ROIC performance units, which were first granted in 2015, provide share-based grants that are settled (in cash for executive officers and in shares for other recipients), after continued employment through the specified performance period, which is generally three years. Each type of award includes dividend equivalents, which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid only with respect to vested units and only when we issue payment (in shares or cash, as applicable) after the awards vest.

•	Beginning with awards made during 2014, RSUs and TSR performance units vest, and ROIC performance units (granted in 2015 and 2016) vest, fully upon a participant’s death, disability or retirement at or after age 60 with at least five years of service (or pursuant to early retirement with the consent of our Compensation Committee).

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•	The number of shares issued upon vesting of TSR performance units is described below:

(2)	No shares are issued if the market price of our Common Stock at vesting date is less than 50% of market price at grant date.

•	Cash amount to be paid upon vesting of executive officer ROIC performance units is described below:

(2)	Applicable Payout Percentage is based on cumulative Incentive ROIC over WACC over a three-year period based on the table below:

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(1)	We calculated these amounts by multiplying the number of shares vested times the closing price of our Common Stock as reported on the NYSE composite tape on the vesting date.

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(1)

Annual benefits for Messrs. Mack and McLellan and Ms. Ricard under the applicable Cargill U.S. salaried employees’ pension plan are equal to 0.80% of final average salary plus 0.35% of final average salary in excess of Covered Compensation (as defined for social security purposes), all times years of service. Years of service are limited to (i) 40 years for the 0.80% component of the benefit, and (ii) 35 years for the 0.35% component of the benefit. Service is frozen for Messrs. Mack and McLellan and Ms. Ricard as of December 31, 2004 and final average salary and covered compensation are as of the termination date of their employment at Mosaic. We have been informed that Cargill has frozen benefits under these plans effective December 31, 2018 and no additional accruals for salary increases after that date will be made. We are reviewing the application of this action to our employees, including Messrs. Mack and McLellan and Ms. Ricard.

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discount rates of 3.97% (for Mr. Mack and Ms. Ricard) and 3.85% (for Mr. McLellan); 3.92%; and 4.20% for the present value calculation as of December 31, 2017, 2016 and 2015, respectively, and post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2016 and no collar adjustments as of December 31, 2017 and the post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2007 and no collar adjustments as of December 31, 2016 and December 31, 2015 . These are the same assumptions used by Cargill in determining the accumulated benefits under Cargill’s U.S. salaried employees’ pension plans that it uses in determining its charges to us for the plan;

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immediate retirement for Mr. McLellan and retirement age of 60 for Mr. Mack and Ms. Ricard under the applicable Cargill U.S. salaried employees’ pension plan, which is the earliest age that any Named Executive Officer may retire with unreduced retirement benefits under that plan, and retirement at age 65 for Mr. McLellan and Ms. Ricard under Cargill’s international retirement plan, which is the earliest age that they may retire with unreduced benefits under that plan; and

•	expected terminations, disability and pre-retirement mortality: none assumed.

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(2)	This amount is an estimate and does not necessarily reflect the actual amount that will be paid to the Named Executive Officer, which will only be known when he or she becomes eligible for payment.

(3)

Following termination of employment, Mr. McLellan is entitled to a lump sum that increases each year to age 65. The lump sum payment begins at $480,000 if termination of employment occurs after age 61 and prior to attaining age 62 and increases annually to $760,000 if termination of employment occurs after age 65; for Ms. Ricard, the lump sum payment will begin at $36,000 if termination of employment occurs after age 55 and prior to attaining age 56 and increases annually to $129,000 if termination of employment occurs after age 65.

(1)	These amounts are included as part of the compensation shown for the Named Executive Officer in the “Salary” or “Non-Equity Incentive Plan Compensation” column for 2017 in the Summary Compensation Table.

(2)

Shows our contributions under the restoration provisions of our deferred compensation plan. The amount we credit under these restoration provisions is equal to the amount that would have been contributed to our tax-qualified defined contribution plan for the Named Executive Officer that exceeds limitations for tax-qualified plans under the Code. These amounts are included as part of the compensation shown for the Named Executive Officer in the “All Other Compensation” column for 2017 in the Summary Compensation Table and in the “Company Contributions to Defined Contribution Plans” column in the table in note (7) to the Summary Compensation Table.

(3)

Shows the earnings on each Named Executive Officer’s account balance for 2017. Gains and losses accrue at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available to participants generally as investments under the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code, except that the Mosaic Stock Fund investment alternative is excluded. In general, participants in our deferred compensation plan may change how their deferrals are invested at any time. Because the rate of return is based on actual investment measures, no above-market earnings are paid. Accordingly, the amounts in this column were not included in the Summary Compensation Table.

(4)	Shows payments made to each Named Executive Officer from his account in 2017.

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(5)	The table below sets forth the amounts of executive and registrant contributions reported for the Named Executive Officers in the Summary Compensation Table in our Proxy Statement for any prior year:

•	by us with cause (as the term cause is described below);

•	by us without cause;

•	by the covered executive for good reason (as the term good reason is described below);

•	due to the covered executive’s death or disability; or

•	by the covered executive without good reason.

•	base salary for services through the date of termination;

•	bonus amounts earned through the date of termination;

•	vested stock options;

•	compensation deferred by the executive officer and earnings on that deferred compensation;

•	vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 61; and

•	vested benefits under defined contribution retirement arrangements as described in note (7)(b) to the Summary Compensation Table and in the Non-Qualified Deferred Compensation Table and accompanying narrative and notes.

•	an amount equal to one and one-half times the executive officer’s annual base salary;

•	an amount equal to one and one-half times the executive officer’s prior fiscal year target bonus percent under our Management Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by the executive officer’s base salary;

•	if the executive officer was employed by us for three months or more during the fiscal year in which the termination occurs, a pro rata portion of any annual bonus that would have been payable based on actual performance under our Management Incentive Plan;

•	if the executive officer elects to continue group health or dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), reimbursement for a portion of the premiums equal to the amount we would pay if the executive officer were an active employee, for up to twelve months as long as coverage under COBRA is available;

•	elect to continue coverage under our life insurance or health flexible spending account programs in accordance with the terms of those programs;

•	compensation for unused vacation; and

•	outplacement services for up to one year (to a maximum of $25,000).

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•	our CEO would be entitled to two and one-half times, and other executive officers would be entitled to two times, annual base salary and prior fiscal year target bonus percent under our Management Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by annual base salary;

•	the minimum period for which the executive officer would be required to be employed by us during the fiscal year in order to receive a pro rata portion of any annual bonus that would have been payable based on actual performance under our Management Incentive Plan would be reduced to one day;

•	if the executive officer has not used financial planning services in the year of termination, we would pay the executive officer $12,000 (for executive officers other than our CEO) or $15,000 (for our CEO);

•	if the executive officer has not had an executive physical in the year of termination, we would pay the executive officer $10,000;

•	instead of reimbursing the executive officer for our portion of premium costs to continue coverage under group health, dental and life insurance plans, we would pay the executive officer a lump sum equal to eighteen months of our portion of the premium costs;

•	we would pay the executive officer a lump sum payment equal to eighteen months of the premium costs for executive disability and life insurance policies;

•	the reimbursement for outplacement services would be replaced by a lump sum payment of $25,000; and

•	we would also credit the executive officer’s account under our nonqualified deferred compensation plan with certain amounts that we would have credited through the date of termination of employment under the Mosaic Investment Plan that either:

•	“Cause” means:

•	“Good reason” means:

•	A “qualified change-in-control termination” means termination of an executive officer’s employment by us without cause or by an executive officer for good reason:

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•	A “change-in-control” occurs if one of the following events occurs:

•	furnish notice of good reason for termination by the executive officer and an opportunity for us to cure the good reason within 30 days, and continue to perform the executive officer’s duties during the cure period;

•	furnish at least 30 days advance notice of a termination of employment without good reason and continue to perform the executive officer’s duties during the notice period;

•	furnish us with a general release of claims the executive officer may have against us in order to obtain benefits as a result of termination by us without cause or by the executive officer with good reason; and

•	cooperate with the transition of the executive officer’s duties and responsibilities.

•	disclosing confidential information; and

•	for a period of 12 months following termination of employment:

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•	the termination of employment was effective as of December 31, 2017;

•	the pro rata portion of the annual bonus that would have been payable as of the date of severance was based on the actual bonus under our Management Incentive Plan for 2017;

•	in estimating the reimbursement for outplacement services in the event of termination of employment without cause or for good reason without a change-in-control, the maximum $25,000 amount of outplacement services is used;

•	we did not pay the executive officer any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment;

•	each Named Executive Officer maximized his contributions to the Mosaic Investment Plan; and

•	the 30-day trading average of our Common Stock as of the date of termination of employment was equal to that for the period ended December 31, 2017.

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(1)	Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 29, 2017, the last trading day of 2017, at a price of $25.66, shares of our Common Stock that:

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Ÿ	they could acquire pursuant to stock options for which we would accelerate vesting upon a qualified change-in control termination pursuant to the terms of the stock option; and

Ÿ	we would issue to the executive officers upon a qualified change-in-control termination pursuant to the vesting of RSUs and performance units.

(2)

The excise tax imposed by the Code on “excess parachute payments” is 20%. This excise tax, together with any corresponding tax gross-up, applies only if the total value of change-in-control payments calculated under Section 280G of the Code equals or exceeds three times the average annual compensation attributable to the executive officer’s employment with us over the prior five-year period. Under the severance and change-in-control agreements, if the excise tax would otherwise apply, the benefits payable to the executive officer would be reduced if doing so would result in the best net benefit to the executive officer.

(3)	Mr. Mack ceased to be our Executive Vice President and Chief Financial Officer on January 31, 2018 and is expected to remain our Senior Advisor through the last day of his employment on May 31, 2018. See “Mack Separation Agreement and Management Services Agreement” below.

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•	Management’s report on its assessment of the effectiveness of Mosaic’s internal control over financial reporting; and

•	Management’s conclusions regarding the effectiveness of Mosaic’s disclosure controls and procedures.

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(1)	Beneficial ownership of securities is based on information furnished or confirmed by each director or executive officer.

(2)	Includes the following shares subject to stock options or RSUs exercisable, vested or vesting within 60 days of March 14, 2018:

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(3)	Includes 1,578 shares of common stock held in Ms. Johnson’s Simplified Employee Pension Individual Retirement Arrangement.

(4)	Includes 29,481 shares of common stock held in various trusts for which Mr. Lumpkins’ wife is the trustee.

(5)	Includes 3,000 shares of common stock held by Mr. O’Rourke’s wife.

(6)	Includes 8,000 shares of common stock for which Mr. Popowich shares the voting and investment power with his wife.

(1)	Based solely on a Schedule 13G/A (Amendment No. 5) filed with the SEC on February 7, 2018, as of December 31, 2017:

(a)	The Vanguard Group, Inc. is deemed to beneficially own 37,158,819 shares of our common stock, with sole voting power as to 545,446 shares, sole dispositive power as to 36,609,880 shares , shared voting power as to 53,909 shares and shared dispositive power as to 548,939 shares;

(b)	Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 381,028 shares of our common stock for which it serves as investment manager of collective trust accounts; and

(c)	Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 260,301 shares of our common stock for which it serves as investment manager of Australian investment offerings.

(2)	Share ownership is as of January 8, 2018, as set forth in the Schedule 13D filed with the SEC on January 18, 2018. Based solely on that filing, Vale is deemed to beneficially own 34,176,574 shares of our common stock, with shared voting and dispositive power as to all of such shares.

(3)	Share ownership is as of December 31, 2017, as set forth in the Schedule 13G/A (Amendment No. 4) filed with the SEC on January 24, 2018. Based solely on that filing, BlackRock, Inc. is deemed to beneficially own 23,650,994 shares of our common stock, with sole voting power as to 20,284,601 shares and sole dispositive power as to all of such shares.

(4)	Share ownership is as of December 31, 2017, as set forth in the Schedule 13G filed with the SEC on February 14, 2018. Based solely on that filing, State Street Corporation is deemed to beneficially own 20,080,409 shares of our common stock, with shared voting and dispositive power as to all of such shares.

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•	you participate in the meeting and vote through www.virtualshareholdermeeting.com/MOS2018; or

•	you have properly submitted, and have not revoked, a proxy vote by mail, telephone or via the Internet.

•	over the telephone by calling a toll-free number;

•	electronically, using the Internet;

•	by completing, signing and mailing the printed proxy card, if you received one; or

•	via the Internet, during the 2018 Annual Meeting, by going to www.virtualshareholdermeeting.com/MOS2018 and using your control number (included on the Notice of Internet Availability of Proxy Materials we mailed to you or on the proxy card, if you requested one be sent to you).

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•	Election of 13 directors: Oscar Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, James (“Joc”) C. O’Rourke, David T. Seaton, Steven M. Seibert, Luciano Siani Pires and Kelvin R. Westbrook;

•	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

•	A non-binding Say-on-Pay advisory vote on compensation paid to our Named Executive Officers as disclosed in this Proxy Statement.

•	“FOR” the election of all of the director nominees;

•	“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for year ending December 31, 2018; and

•	“FOR” the Say-on-Pay Proposal.

•	if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than 11:59 p.m. Eastern Time on May 9, 2018;

•	if you completed and returned a proxy card, by submitting a new proxy card with a later date and returning it prior to the meeting;

•	by submitting timely written notice of revocation to our Corporate Secretary at the address shown on page 26 of this Proxy Statement; or

•	by voting virtually during the meeting at www.virtualshareholdermeeting.com/MOS2018.

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