10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    

Commission file number 001-32327

The Mosaic Company

(Exact name of registrant as specified in its charter)

Delaware	20-1026454
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3033 Campus Drive

Suite E490

Plymouth, Minnesota 55441

(800) 918-8270

(Address and zip code of principal executive offices and registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 340,031,066 shares of Common Stock and 43,629,406 shares of Class A Common Stock and 0 shares of Class B Common Stock as of May 5, 2014.

Table of Contents

PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Condensed Consolidated Statements of Earnings	1
		Condensed Consolidated Statements of Comprehensive Income	2
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Cash Flows	4
		Condensed Consolidated Statements of Equity	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	40
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
	Item 4.	Mine Safety Disclosures	42
	Item 6.	Exhibits	42
	Signatures		43
	Exhibit Index		E-1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

(Unaudited)

	Three months ended March 31,
	2014			2013
Net sales	$	1,986.2		$	2,312.4
Cost of goods sold		1,574.6			1,670.6
Gross margin		411.6			641.8
Selling, general and administrative expenses		120.0			91.9
Other operating expense		25.0			58.8
Operating earnings		266.6			491.1
Change in value of share repurchase agreement		(60.0	)		—
Interest (expense) income, net		(26.7	)		3.7
Foreign currency transaction gain		43.4			16.9
Other expense		(4.9	)		(0.4	)
Earnings from consolidated companies before income taxes		218.4			511.3
(Benefit from) provision for income taxes		(2.6	)		133.7
Earnings from consolidated companies		221.0			377.6
Equity in net earnings (loss) of nonconsolidated companies		(3.3	)		2.3
Net earnings including noncontrolling interests		217.7			379.9
Less: Net earnings attributable to noncontrolling interests		0.2			0.1
Net earnings attributable to Mosaic	$	217.5		$	379.8
Basic net earnings per share attributable to Mosaic	$	0.54		$	0.89
Diluted net earnings per share attributable to Mosaic	$	0.54		$	0.89
Basic weighted average number of shares outstanding		378.2			425.7
Diluted weighted average number of shares outstanding		379.6			427.2

See Notes to Condensed Consolidated Financial Statements

1

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three months ended March 31,
	2014			2013
Net earnings, including noncontrolling interest	$	217.7		$	379.9
Other comprehensive income (loss), net of tax
Foreign currency translation, net of tax		(238.6	)		(152.2	)
Net actuarial gain and prior service cost, net of tax		3.4			3.8
Amortization of loss on interest rate swap		0.7			—
Other comprehensive income (loss)		(234.5	)		(148.4	)
Comprehensive income (loss)		(16.8	)		231.5
Less: Comprehensive income attributable to noncontrolling interest		0.7			0.3
Comprehensive income (loss) attributable to Mosaic	$	(17.5	)	$	231.2

See Notes to Condensed Consolidated Financial Statements

2

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

(Unaudited)

	March 31, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	2,490.7		$	5,293.1
Receivables, net		597.4			543.1
Inventories		1,606.6			1,432.9
Deferred income taxes		156.5			129.9
Other current assets		504.2			706.8
Total current assets		5,355.4			8,105.8
Property, plant and equipment, net of accumulated depreciation of $4,137.5 million and $4,025.0 million, respectively		9,551.9			8,576.6
Investments in nonconsolidated companies		579.6			576.4
Goodwill		1,764.7			1,794.4
Deferred income taxes		189.2			152.2
Other assets		671.5			348.6
Total assets	$	18,112.3		$	19,554.0
Liabilities and Equity
Current liabilities:
Short-term debt	$	41.3		$	22.6
Current maturities of long-term debt		0.4			0.4
Accounts payable		592.8			570.2
Accrued liabilities		753.2			666.3
Contractual share repurchase liability		755.8			1,985.9
Deferred income taxes		19.8			20.5
Total current liabilities		2,163.3			3,265.9
Long-term debt, less current maturities		3,009.1			3,008.9
Deferred income taxes		993.2			1,031.5
Other noncurrent liabilities		1,095.6			927.1
Equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2014 and December 31, 2013		—			—
Class A Common Stock, $0.01 par value, 211,380,055 shares authorized, 49,814,264 shares issued and outstanding as of March 31, 2014, 254,300,000 shares authorized, 128,759,772 shares issued and 85,839,827 shares outstanding as of December 31, 2013		0.5			1.3
Class B Common Stock, $0.01 par value, 87,008,602 shares authorized, none issued and outstanding as of March 31, 2014 and December 31, 2013		—			—
Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 352,215,782 shares issued and 340,022,320 shares outstanding as of March 31, 2014, 352,204,571 shares issued and 340,166,109 shares outstanding as of December 31, 2013		3.4			3.0
Capital in excess of par value		32.4			1.6
Retained earnings		10,916.7			11,182.1
Accumulated other comprehensive income (loss)		(120.7	)		114.3
Total Mosaic stockholders’ equity		10,832.3			11,302.3
Noncontrolling interests		18.8			18.3
Total equity		10,851.1			11,320.6
Total liabilities and equity	$	18,112.3		$	19,554.0

See Notes to Condensed Consolidated Financial Statements

3

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Three months ended
	March 31, 2014			March 31, 2013
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	217.7		$	379.9
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization		174.3			155.0
Deferred income taxes		(58.9	)		4.4
Equity in net loss (earnings) of nonconsolidated companies, net of dividends		3.3			(4.6	)
Accretion expense for asset retirement obligations		10.5			9.8
Share-based compensation expense		34.9			3.0
Change in value of share repurchase agreement		60.0			—
Unrealized (gain) loss on derivatives		7.9			28.7
Other		4.0			1.4
Changes in assets and liabilities:
Receivables, net		(84.9	)		(73.5	)
Inventories		(27.3	)		16.7
Other current and noncurrent assets		151.4			(26.7	)
Accounts payable		86.8			5.2
Accrued liabilities and income taxes		77.2			135.8
Other noncurrent liabilities		(29.9	)		(55.7	)
Net cash provided by operating activities		627.0			579.4
Cash Flows from Investing Activities:
Capital expenditures		(274.9	)		(367.5	)
Acquisition of business		(1,353.6	)		—
Investments in nonconsolidated companies		(5.8	)		(15.0	)
Other		—			4.0
Net cash used in investing activities		(1,634.3	)		(378.5	)
Cash Flows from Financing Activities:
Payments of short-term debt		(58.4	)		(64.2	)
Proceeds from issuance of short-term debt		65.9			83.2
Payments of long-term debt		(0.3	)		(0.2	)
Proceeds from issuance of long-term debt		0.2			0.6
Proceeds from stock option exercises		0.2			—
Repurchases of stock		(1,677.9	)		—
Cash dividends paid		(99.7	)		(106.4	)
Other		(0.3	)		2.2
Net cash used in financing activities		(1,770.3	)		(84.8	)
Effect of exchange rate changes on cash		(24.8	)		(10.0	)
Net change in cash and cash equivalents		(2,802.4	)		106.1
Cash and cash equivalents—December 31		5,293.1			3,405.3
Cash and cash equivalents—March 31	$	2,490.7		$	3,511.4
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized of $9.8 and $13.7 as of March 31, 2014 and 2013, respectively)	$	—		$	—
Income taxes (net of refunds)		24.3			80.5

See Notes to Condensed Consolidated Financial Statements

4

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share amounts)

(Unaudited)

				Mosaic Shareholders
	Shares			Dollars
	Common Stock			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interests			Total Equity
Balance as of May 31, 2013		425.8		$	4.3		$	1,491.3		$	11,603.4		$	326.4		$	17.5		$	13,442.9
Total comprehensive income (loss)		—			—			—			340.0			(212.1	)		1.2			129.1
Stock option exercises		0.1			—			1.1			—			—			—			1.1
Amortization of stock based compensation		—			—			23.3			—			—			—			23.3
Forward contract to repurchase Class A Common Stock		—			—			(1,511.3	)		(547.8	)		—			—			(2,059.1	)
Dividends ($0.50 per share)		—			—			—			(213.5	)		—			—			(213.5	)
Dividends for noncontrolling interests		—			—			—			—			—			(0.4	)		(0.4	)
Tax shortfall related to share based compensation		—			—			(2.8	)		—			—			—			(2.8	)
Balance as of December 31, 2013		425.9		$	4.3		$	1.6		$	11,182.1		$	114.3		$	18.3		$	11,320.6
Total comprehensive income (loss)		—			—			—			217.5			(235.0	)		0.7			(16.8	)
Stock option exercises		0.1			—			0.2			—			—			—			0.2
Amortization of stock based compensation		—			—			34.9			—			—			—			34.9
Forward contract and repurchase of stock		(36.2	)		(0.4	)		(4.2	)		(383.2	)								(387.8	)
Dividends ($0.25 per share)		—			—			—			(99.7	)		—			—			(99.7	)
Dividends for noncontrolling interests		—			—			—			—			—			(0.2	)		(0.2	)
Tax shortfall related to share based compensation		—			—			(0.1	)		—			—			—			(0.1	)
Balance as of March 31, 2014		389.8		$	3.9		$	32.4		$	10,916.7		$	(120.7	)	$	18.8		$	10,851.1

See Notes to Condensed Consolidated Financial Statements

5

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except per share amounts and as otherwise designated)

(Unaudited)

1. Organization and Nature of Business

The Mosaic Company (“Mosaic”, and, with its consolidated subsidiaries, “we”, “us”, “our”, or the “Company”) produces and markets concentrated phosphate and potash crop nutrients. We conduct our business through wholly and majority owned subsidiaries as well as businesses in which we own less than a majority or a noncontrolling interest, including consolidated variable interest entities and investments accounted for by the equity method. 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. Our Phosphates segment’s results also include our international distribution activities. In fiscal 2011, the Phosphates segment acquired a 35% economic interest in a joint venture that owns the Miski Mayo Mine in Peru. On August 5, 2013, we entered into a Shareholders’ Agreement with Saudi Arabian Mining Company (“Ma’aden”) and Saudi Basic Industries Corporation (“SABIC”) under which the parties have formed a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia (the “Northern Promise Joint Venture”). We own 25% of the joint venture and will market approximately 25% of the production of the joint venture. On March 17, 2014, we completed the acquisition of the Florida phosphate assets and assumption of certain related liabilities (“CF Phosphate Assets Acquisition”) of CF Industries, Inc. (“CF”). This transaction is further described in Note 17 to our Condensed Consolidated Financial Statements in this report.

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 the U.S. and Canada.

Intersegment sales are eliminated within Corporate, Eliminations and Other. See Note 15 of our Condensed Consolidated Financial Statements in this report for segment results.

2. Cargill Transaction

As previously reported, on May 25, 2011, we facilitated the exit by Cargill, Incorporated (“Cargill”) from its equity interest in us through a split-off to its stockholders and a debt exchange with its debt holders, and initiated the first in a series of transactions (the “Cargill Transaction”) intended to result in the ongoing orderly disposition of the approximately 64% (285.8 million) of our shares that Cargill formerly held. Among other previously reported actions in furtherance of the Cargill Transaction, on December 6, 2013, we entered into a share repurchase agreement (the “MAC Trusts Share Repurchase Agreement”) with two former Cargill stockholders (the “MAC Trusts”) to purchase all of the remaining shares of Class A Common Stock (“Class A Shares”) held by the MAC Trusts through a series of eight purchases occurring from January 8, 2014 through July 30, 2014. At March 31, 2014, pursuant to the MAC Trusts Share Repurchase Agreement, all 21,647,007 Class A Shares, Series A-3, held by the MAC Trusts, and 6,184,858 Class A Shares, Series A-2, had been repurchased for an aggregate of $1.3 billion.

6

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subsequent to March 31, 2014, pursuant to the MAC Trusts Share Repurchase Agreement, an additional 6,184,858 Class A Shares, Series A-2, have been repurchased for an aggregate of approximately $300 million, and 9,277,292 Class A Shares, Series A-2, remain to be purchased, as set forth in the table below:

	Class A Common Stock, Series A-2
June 3, 2014		3,092,429
July 1, 2014		3,092,429
July 30, 2014		3,092,434
Total		9,277,292

The MAC Trusts Share Repurchase Agreement provides for a per share price for each purchase equal to the Common Market Price, as defined in Mosaic’s Restated Certificate of Incorporation, as of the date of the purchase. In general and subject to the terms and provisions of the Restated Certificate of Incorporation, the Common Market Price as of any date is equal to the average of the volume weighted average trading price of Common Stock, for each trading day during the preceding 20-day trading period.

As also previously reported, on February 14, 2014, we entered into share repurchase agreements with certain Cargill family member trusts (the “Family Trusts Share Repurchase Agreements” and together with the MAC Trusts Share Repurchase Agreement, the “Share Repurchase Agreements”) to purchase an aggregate of approximately 8.2 million Class A Shares under our $1 billion share repurchase program (the “Repurchase Program”). The transaction was structured in two tranches with the first purchase of approximately 2.4 million shares completed February 14, 2014 and the second purchase of approximately 5.8 million shares completed March 17, 2014, for an aggregate purchase price of approximately $387.3 million.

The Share Repurchase Agreements are accounted for as a forward contract with an initial liability established at fair value based on the average of the weighted average trading price for each of the preceding 20-day trading days as noted above and a corresponding reduction of equity. The contract is subsequently remeasured at the present value of the amount to be paid at settlement with the difference being recognized in the consolidated statement of earnings. We are required to exclude the common shares that are to be repurchased in calculating basic and diluted earnings per share (“EPS”). Any amounts, including contractual (accumulated) dividends and participation rights in undistributed earnings, attributable to shares that are to be repurchased that have not been recognized in the consolidated statement of earnings shall be deducted in computing income available to common shareholders, consistent with the two-class method. See the calculation of EPS in Note 6 of our Notes to Consolidated Financial Statements.

3. Summary of Significant Accounting Policies

Statement Presentation and Basis of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements of Mosaic have been prepared on the accrual basis of accounting and in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States (“U.S. GAAP”) can be condensed or omitted. The Condensed Consolidated Financial Statements included in this document reflect, in the opinion of our management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. The following notes should be read in conjunction with the accounting policies and other disclosures in the Notes to the Consolidated Financial Statements included in our Transition Report on Form 10-K filed with the SEC for the transition period from June 1, 2013 to December 31, 2013 (the “10-K Report”). Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors. Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.

7

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The accompanying Condensed Consolidated Financial Statements include the accounts of Mosaic and its majority owned subsidiaries. Certain investments in companies where we do not have control but have the ability to exercise significant influence are accounted for by the equity method.

Accounting Estimates

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. The more significant estimates made by management relate to the estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities including asset retirement obligations (“ARO”), the costs of our employee benefit obligations for pension plans and postretirement benefits, income tax related accounts, including the valuation allowance against deferred income tax assets, inventory valuation and accruals for pending legal and environmental matters. Actual results could differ from these estimates.

4. Recently Issued Accounting Guidance

Recently Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which requires that an unrecognized tax benefit should be presented in the financial statements as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the law. This guidance was effective for us beginning January 1, 2014 and will be applied on a prospective basis to all unrecognized tax benefits that exist at the effective date. This guidance did not have a material impact on our results of operations or financial position.

Pronouncements Issued But Not Yet Adopted

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting a discontinued operation. Under this standard, a disposal of part of an organization that has a major effect on its operations and financial results is a discontinued operation. This guidance is effective prospectively for us beginning January 1, 2015 with earlier application permitted, but only for disposals (or classifications as held for sale) that have not been reported previously. We do not expect this guidance will have a material impact on our results of operations or financial position.

8

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Other Financial Statement Data

The following provides additional information concerning selected balance sheet accounts:

(in millions)	March 31, 2014		December 31, 2013
Other current assets
Final price deferred(a)	$	45.4	$	154.3
Income and other taxes receivable		195.6		272.6
Prepaid expenses		123.0		115.8
Assets held for sale(b)		84.8		111.9
Other		55.4		52.2
	$	504.2	$	706.8
Accrued liabilities
Payroll and employee benefits		106.1		111.8
Asset retirement obligations		113.2		86.3
Customer prepayments		179.3		131.9
Other		354.6		336.3
	$	753.2	$	666.3
Other noncurrent liabilities
Asset retirement obligations	$	794.8	$	637.6
Other		300.8		289.5
	$	1,095.6	$	927.1

(a) Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon. This has not been included in inventory as risk of loss has passed to our customers. Amounts in this account are based on inventory cost.

(b) See further description of assets held for sale in Note 16.

6. Earnings Per Share

We use the two-class method to compute basic and diluted EPS. Earnings for the period are allocated pro-rata between the common stockholders and the participating securities. Our only participating securities are related to the Share Repurchase Agreements. The numerator for basic and diluted EPS is net earnings for common stockholders. The denominator for basic EPS is the weighted-average number of shares outstanding during the period, excluding the effects of shares subject to forward contracts. The denominator for diluted EPS also includes the weighted average number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued, unless the shares are anti-dilutive, and excludes the effects of shares subject to forward contracts.

9

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

	Three months ended March 31,
	2014			2013
Net earnings attributed to Mosaic	$	217.5		$	379.8
Undistributed earnings attributable to participating securities		(12.4	)		—
Numerator for basic and diluted earnings available to common stockholders		205.1			379.8
Basic weighted average number of shares outstanding		401.1			425.7
Shares subject to forward contract		(22.9	)		—
Basic weighted average number of shares outstanding attributable to common stockholders		378.2			425.7
Dilutive impact of share-based awards		1.4			1.5
Diluted weighted average number of shares outstanding		379.6			427.2
Basic net earnings per share	$	0.54		$	0.89
Diluted net earnings per share	$	0.54		$	0.89

A total of 1.3 million and 0.4 million shares of Common Stock subject to issuance upon exercise of stock options for the three months ended March 31, 2014 and 2013, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

7. Income Taxes

We record unrecognized tax benefits in accordance with applicable accounting standards. During the three months ended March 31, 2014, gross unrecognized tax benefits increased by $12.5 million to $111.7 million. If recognized, approximately $94.8 million of the $111.7 million in unrecognized tax benefits would affect our effective tax rate in future periods.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. We had accrued interest and penalties totaling $20.7 million and $28.8 million as of March 31, 2014 and December 31, 2013, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Based upon the information available as of March 31, 2014, we anticipate that the amount of uncertain tax positions will change in the next twelve months; however, the change cannot reasonably be estimated.

For the three months ended March 31, 2014, we recorded tax benefits specific to the period of $62.5 million, which primarily related to the intended sale of our distribution business in Argentina.

10

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. Inventories

Inventories consist of the following:

	March 31, 2014		December 31, 2013
Raw materials	$	32.4	$	34.0
Work in process		558.4		433.6
Finished goods		935.9		891.6
Operating materials and supplies		79.9		73.7
	$	1,606.6	$	1,432.9

9. Goodwill

The changes in the carrying amount of goodwill, by reporting unit, are as follows:

	Phosphates		Potash			Total
Balance as of December 31, 2013	$	535.8	$	1,258.6		$	1,794.4
Foreign currency translation		—		(42.9	)		(42.9	)
Goodwill acquired in CF acquisition (see Note 17)		13.2		—			13.2
Balance as of March 31, 2014	$	549.0	$	1,215.7		$	1,764.7

We review goodwill for impairment annually or at any time events or circumstances indicate that the carrying value may not be fully recoverable. Under our accounting policy, an annual review is performed in October of each year, or more frequently if indicators of potential impairment exist.

10. Financing Arrangements

Term Loan Facility

On March 20, 2014, Mosaic entered into an unsecured $800 million term loan facility (the “Term Loan Facility”) with certain financial institutions. Under the Term Loan Facility, Mosaic may on up to two occasions borrow, on a pro rata basis, up to $370 million under Term A-1 Loans (the “Term A-1 Loans”) and up to $430 million under Term A-2 Loans (“Term A-2 Loans,” and collectively with the Term A-1 Loans, “Loans”). The lenders’ commitments to loan such amounts expire on the earlier of September 19, 2014, full funding of the Loans or earlier termination of the loan commitments (the “Commitment Termination Date”). Final maturity of the Term A-1 Loans is the third anniversary of the Commitment Termination Date and final maturity of the Term A-2 Loans is the fifth anniversary of the Commitment Termination Date. In addition, Mosaic is required to repay 5.00% of the Term A-1 loan balance on each of the first two anniversaries of the Commitment Termination Date and 5.00% of the Term A-2 loan balance on each of the first two anniversaries, 7.50% on the third anniversary, and 10.00% on the fourth anniversary of the Commitment Termination Date. A ticking fee accrues at an annual rate of 0.125% on the aggregate undrawn commitments under the Term Loan Facility beginning April 19, 2014. Mosaic may prepay the outstanding Loans at any time and from time to time, at its own discretion, without premium or penalty.

As of March 31, 2014, no borrowings have been made or are outstanding under the Term Loan Facility. Proceeds of borrowings under the Term Loan Facility may be used to replenish cash that Mosaic used to fund the CF Phosphate Assets Acquisition as described in Note 17 or for working capital, capital expenditures, dividends, share repurchases, other acquisitions and other lawful corporate purposes.

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The Term Loan Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under any one item of other indebtedness in excess of $50 million or $75 million for multiple items of other indebtedness, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Term Loan Facility requires Mosaic to maintain certain financial ratios, including a maximum ratio of Total Debt to EBITDA (as defined) of 3.5 to 1.0, as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0.

The Term Loan Facility also contains other events of default and covenants that limit various matters. These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.

11. Contingencies

We have described below judicial and administrative proceedings to which we are subject.

We have contingent environmental liabilities that arise principally from three sources: (i) facilities currently or formerly owned by our subsidiaries or their predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund or state equivalent sites. At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination. Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have occurred previously at these facilities, and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings. In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Taking into consideration established accruals of approximately $37.9 million and $31.3 million as of March 31, 2014 and December 31, 2013, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition. However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters. Below is a discussion of the more significant environmental matters.

EPA RCRA Initiative. In 2003, the U.S. Environmental Protection Agency (“EPA”) Office of Enforcement and Compliance Assurance announced that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S. Resource Conservation and Recovery Act (“RCRA”) and related state laws. Mining and processing of phosphates generate residual materials that must be managed both during the operation of a facility and upon a facility’s closure. Certain solid wastes generated by our phosphate operations may be subject to regulation under RCRA and related state laws. The EPA rules exempt “extraction” and “beneficiation” wastes, as well as 20 specified “mineral processing” wastes, from the hazardous waste management requirements of RCRA. Accordingly, certain of the residual materials which our phosphate operations generate, as well as process wastewater from phosphoric acid production, are exempt from RCRA regulation. However, the generation and management of other solid wastes from phosphate operations

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

may be subject to hazardous waste regulation if the waste is deemed to exhibit a “hazardous waste characteristic.” As part of its initiative, we understand that EPA has inspected all or nearly all facilities in the U.S. phosphoric acid production sector to ensure compliance with applicable RCRA regulations and to address any “imminent and substantial endangerment” found by the EPA under RCRA. We have provided the EPA with substantial amounts of information regarding the process water recycling practices and the hazardous waste handling practices at our phosphate production facilities in Florida and Louisiana, and the EPA has inspected all of our currently operating processing facilities in the U.S. In addition to the EPA’s inspections, our phosphates concentrates facilities have entered into consent orders to perform analyses of existing environmental data, to perform further environmental sampling as may be necessary, and to assess whether the facilities pose a risk of harm to human health or the surrounding environment.

We have received Notices of Violation (“NOVs”) from the EPA related to the handling of hazardous waste at our Riverview (September 2005), New Wales (October 2005), Mulberry (June 2006), Green Bay (August 2006) and Bartow (September 2006) facilities in Florida. The EPA issued similar NOVs to our competitors, including with respect to the Plant City Facility acquired in the CF Phosphate Assets Acquisition as described in Note 17, and referred the NOVs to the U.S. Department of Justice (“DOJ”) for further enforcement. We currently are engaged in discussions with the DOJ and EPA with respect to our facilities (excluding the Plant City Facility). We believe we have substantial defenses to allegations in the NOVs, including but not limited to previous EPA regulatory interpretations and inspection reports finding that the process water handling practices in question comply with the requirements of the exemption for extraction and beneficiation wastes. We intend to evaluate various alternatives and continue discussions to determine if a negotiated resolution can be reached. If it cannot, we intend to vigorously defend these matters in any enforcement actions that may be pursued.

We are negotiating the terms of a possible settlement with the EPA, the DOJ, the Florida Department of Environmental Protection and the Louisiana Department of Environmental Quality (collectively, the “Government”) and the final terms are not yet agreed upon or approved. If a settlement can be achieved, in all likelihood our commitments would be multi-faceted with key elements including, in general and among other elements, the following:

• Incurring capital expenditures likely to exceed $150 million in the aggregate over a period of several years.

• Providing meaningful additional financial assurance for the estimated costs of closure and post-closure care (“Gypstack Closure Costs”) of our phosphogypsum management systems (“Gypstacks”). For financial reporting purposes, we recognize our estimated ARO, including Gypstack Closure Costs, at their present value. This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities. As of December 31, 2013, the undiscounted amount of our ARO, determined using the assumptions used for financial reporting purposes, was approximately $1.5 billion and the present value of our Gypstack Closure Costs reflected in our Consolidated Balance Sheet was approximately $465 million. Currently, financial assurance requirements in Florida and Louisiana for Gypstack Closure Costs can be satisfied through a variety of methods, including satisfaction of financial tests. In the context of a potential settlement of the Government’s enforcement action, we expect that we would agree to pre-fund a material portion of our Gypstack Closure Costs, primarily by depositing cash, currently estimated to be in the amount of approximately $625 million, into a trust fund which would increase over time with reinvestment of earnings. Amounts held in any such trust fund (including reinvested earnings) would be classified as restricted cash included in other assets on our Consolidated Balance Sheets. We expect that any final settlement of this matter would resolve all of our financial assurance obligations to the Government for Gypstack Closure Costs. Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after a Gypstack has been closed.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• We have also established accruals to address the estimated cost of civil penalties in connection with this matter, which we do not believe, in light of the relevant regulatory history, would be material to our results of operations, liquidity or capital resources.

In light of our strong operating cash flows, liquidity and capital resources, we believe that we have sufficient liquidity and capital resources to be able to fund such capital expenditures, financial assurance requirements and civil penalties as part of a settlement. If a settlement cannot be agreed upon, we cannot predict the outcome of any litigation or estimate the potential amount or range of loss; however, we would face potential exposure to material costs should we fail in the defense of an enforcement action.

See Note 17 for a discussion of how the EPA’s RCRA Initiative and Florida financial assurance requirements affect the facilities we acquired in the CF Phosphate Assets Acquisition.

EPA EPCRA Initiative. In July 2008, the DOJ sent a letter to major U.S. phosphoric acid manufacturers, including us, stating that the EPA’s ongoing investigation indicates apparent violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (“EPCRA”) at their phosphoric acid manufacturing facilities. Section 313 of EPCRA requires annual reports to be submitted with respect to the use or presence of certain toxic chemicals. DOJ and EPA also stated that they believe that a number of these facilities have violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) by failing to provide required notifications relating to the release of hydrogen fluoride from the facilities. The letter did not identify any specific violations by us or assert a demand for penalties against us. We cannot predict at this time whether the EPA and DOJ will initiate an enforcement action over this matter, what its scope would be, or what the range of outcomes of such a potential enforcement action might be.

Florida Sulfuric Acid Plants. On April 8, 2010, the EPA Region 4 submitted an administrative subpoena to us under Section 114 of the Federal Clean Air Act (the “CAA”) regarding compliance of our Florida sulfuric acid plants with the “New Source Review” requirements of the CAA. The request received by Mosaic appears to be part of a broader EPA national enforcement initiative focusing on sulfuric acid plants. We cannot predict at this time whether the EPA and DOJ will initiate an enforcement action over this matter, what its scope would be, or what the range of outcomes of such a potential enforcement action might be.

Other Environmental Matters. Superfund and equivalent state statutes impose liability without regard to fault or to the legality of a party’s conduct on certain categories of persons who are considered to have contributed to the release of “hazardous substances” into the environment. Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Currently, certain of our subsidiaries are involved or concluding involvement at several Superfund or equivalent state sites. Our remedial liability from these sites, alone or in the aggregate, currently is not expected to have a material effect on our business or financial condition. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

We believe that, pursuant to several indemnification agreements, our subsidiaries are entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by us or our subsidiaries to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to, ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; CF; and certain other private parties. Our subsidiaries have already received and anticipate receiving amounts pursuant to

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the indemnification agreements for certain of their expenses incurred to date as well as future anticipated expenditures. We record potential indemnifications as an offset to the established accruals when they are realizable or realized.

MicroEssentials^® Patent Lawsuit

On January 9, 2009, John Sanders and Specialty Fertilizer Products, LLC filed a complaint against Mosaic, Mosaic Fertilizer, LLC, Cargill, Incorporated and Cargill Fertilizer, Inc. in the United States District Court for the Western District of Missouri (the “Missouri District Court”). The complaint alleges that our production of MicroEssentials^® SZ, one of several types of the MicroEssentials^® value-added ammoniated phosphate crop nutrient products that we produce, infringes on a patent held by the plaintiffs since 2001. Plaintiffs have since asserted that other MicroEssentials^® products also infringe the patent. Plaintiffs seek to enjoin the alleged infringement and to recover an unspecified amount of damages and attorneys’ fees for past infringement. Our answer to the complaint responds that the plaintiffs’ patent is not infringed, is invalid and is unenforceable because the plaintiffs engaged in inequitable conduct during the prosecution of the patent.

The Missouri District Court stayed the lawsuit pending an ex parte reexamination of plaintiffs’ patent claims by the U.S. Patent and Trademark Office (the “PTO”). That ex parte reexamination has now ended. On September 12, 2012, however, Shell Oil Company (“Shell”) filed an additional reexamination request which in part asserted that the claims as amended and added in connection with the ex parte reexamination are unpatentable. On October 4, 2012, the PTO issued an Ex Parte Reexamination Certificate in which certain claims of the plaintiffs’ patent were cancelled, disclaimed and amended, and new claims were added. Following the PTO’s grant of Shell’s request for an inter parties reexamination, on December 11, 2012, the PTO issued an initial rejection of all of plaintiffs’ remaining patent claims. On September 12, 2013, the PTO reversed its initial rejection of the plaintiffs’ remaining patent claims and allowed them to stand. Shell has appealed the PTO’s decision. A successful appeal by Shell could limit or eliminate the claims the plaintiffs can assert against us.

We believe that the plaintiffs’ allegations are without merit and intend to defend vigorously against them. At this stage of the proceedings, we cannot predict the outcome of this litigation, estimate the potential amount or range of loss or determine whether it will have a material effect on our results of operations, liquidity or capital resources.

Brazil Tax Contingencies

Our Brazilian subsidiary is engaged in a number of judicial and administrative proceedings relating to various non-income tax matters. We estimate that our maximum potential liability with respect to these matters is approximately $96 million. Approximately $52 million of the maximum potential liability relates to PIS and Cofins tax credit cases while the majority of the remaining amount relates to various other non-income tax cases such as value added taxes. In the event that the Brazilian government was to prevail in connection with all judicial and administrative matters involving us and considering the amount of judicial deposits made, our maximum cash tax liability with respect to these matters would be approximately $95 million. Based on the current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate accruals, which are immaterial, for the probable liability with respect to these Brazilian judicial and administrative proceedings.

Other Claims

We also have certain other contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims of third parties, including tax matters, arising in the ordinary course of business. We do not believe that any of these contingent liabilities will have a material adverse impact on our business or financial condition, results of operations, and cash flows.

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12. Accounting for Derivative Instruments and Hedging Activities

We periodically enter into derivatives to mitigate our exposure to foreign currency risks and the effects of changing commodity and freight prices. We record all derivatives on the Consolidated Balance Sheets at fair value. The fair value of these instruments is determined by using quoted market prices, third party comparables, or internal estimates. We net our derivative asset and liability positions when we have a master netting arrangement in place. Changes in the fair value of the foreign currency, commodity, and freight derivatives are immediately recognized in earnings because we do not apply hedge accounting treatment to these instruments. As of March 31, 2014 and December 31, 2013, the gross asset position of our derivative instruments was $8.5 million and $7.9 million, respectively, and the gross liability position of our liability instruments was $30.7 million and $20.4 million, respectively.

We do not apply hedge accounting treatments to our foreign currency exchange contracts, commodities contracts, or freight contracts. Unrealized gains and (losses) on foreign currency exchange contracts used to hedge cash flows related to the production of our product are included in cost of goods sold in the Consolidated Statements of Earnings. Unrealized gains and (losses) on commodities contracts and certain forward freight agreements are also recorded in cost of goods sold in the Consolidated Statements of Earnings. Unrealized gains or (losses) on foreign currency exchange contracts used to hedge cash flows that are not related to the production of our products are included in the foreign currency transaction gain line in the Consolidated Statements of Earnings.

As of March 31, 2014 and December 31, 2013, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) Derivative Instrument	Derivative Category	Unit of Measure	March 31, 2014		December 31, 2013
Foreign currency derivatives	Foreign currency	US Dollars		1,015.1		940.2
Natural gas derivatives	Commodity	MMbtu		4.8		8.2
Ocean freight contracts	Freight	Tonnes		0.2		0.3

Credit-Risk-Related Contingent Features

Certain of our derivative instruments contain provisions that are governed by International Swap and Derivatives Association (“ISDA”) agreements with the counterparties. These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2014 and December 31, 2013, was $19.8 million and $12.3 million, respectively. We have no cash collateral posted in association with these contracts. If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2014, we would be required to post $17.4 million of collateral assets, which are either cash or U.S. Treasury instruments, to the counterparties.

Counterparty Credit Risk

We enter into foreign exchange and certain commodity and interest rate derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, material losses are not anticipated. We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

13. Fair Value Measurements

Following is a summary of the valuation techniques for assets and liabilities recorded in our Consolidated Balance Sheets at fair value on a recurring basis:

Foreign Currency Derivatives-The foreign currency derivative instruments that we currently use are forward contracts, zero-cost collars, and futures, which typically expire within one year. Valuations are based on exchange-quoted prices, which are classified as Level 1. Some of the valuations are adjusted by a forward yield curve or interest rates. In such cases, these derivative contracts are classified within Level 2. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold or foreign currency transaction (gain) loss. As of March 31, 2014 and December 31, 2013, the gross asset position of our foreign currency derivative instruments was $2.3 million and $0.6 million, respectively, and the gross liability position of our foreign currency derivative instruments was $29.9 million and $18.1 million, respectively.

Commodity Derivatives-The commodity contracts primarily relate to natural gas. The commodity derivative instruments that we currently use are forward purchase contracts, swaps, and three-way collars. The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time. The contracts’ maturities are for future months and settlements are scheduled to coincide with anticipated gas purchases during those future periods. Quoted market prices from NYMEX and AECO are used to determine the fair value of these instruments. These market prices are adjusted by a forward yield curve and are classified within Level 2. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold. As of March 31, 2014 and December 31, 2013, the gross asset position of our commodity derivative instruments was $5.6 million and $6.0 million, respectively, and the gross liability position of our commodity derivative instruments was $0.4 million and $2.0 million, respectively.

Freight Derivatives-The freight derivatives that we currently use are forward freight agreements. We estimate fair market values based on exchange-quoted prices, adjusted for differences in local markets. These differences are generally valued using inputs from broker quotations. Therefore, these contracts are classified in Level 2. Certain ocean freight derivatives are traded in less active markets with less availability of pricing information and require internally-developed inputs that might not be observable in or corroborated by the market. These contracts are classified within Level 3. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold. As of March 31, 2014 and December 31, 2013, the gross asset position of our freight derivative instruments was $0.6 million and $1.3 million, respectively, and the gross liability position of our freight derivative instruments was $0.4 million and $0.3 million, respectively.

Financial Instruments

The carrying amounts and estimated fair values of our financial instruments are as follows:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	2,490.7	$	2,490.7	$	5,293.1	$	5,293.1
Receivables, net		597.4		597.4		543.1		543.1
Accounts payable		592.8		592.8		570.2		570.2
Short-term debt		41.3		41.3		22.6		22.6
Long-term debt, including current portion		3,009.5		3,159.1		3,009.3		3,059.6

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For cash and cash equivalents, receivables, net, accounts payable and short-term debt, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair value of long-term debt, including current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

14. Related Party Transactions

We enter into transactions and agreements with certain of our non-consolidated companies from time to time. As of March 31, 2014 and December 31, 2013, the net amount due from our non-consolidated companies totaled $28.0 million and $52.6 million, respectively.

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

	Three months ended March 31,
	2014		2013
Transactions with non-consolidated companies included in net sales	$	205.0	$	337.9
Transactions with non-consolidated companies included in cost of goods sold		97.3		109.1

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. Business Segments

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker. For a description of our business segments see Note 1 to the Condensed Consolidated Financial Statements in this report. We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses. The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses. Corporate, Eliminations and Other primarily represents unallocated corporate office activities and eliminations. All intersegment transactions are eliminated within Corporate, Eliminations and Other. Segment information for the three months ended March 31, 2014 and 2013 was as follows:

	Phosphates		Potash		Corporate, Eliminations and Other			Total
Three months ended March 31, 2014
Net sales to external customers	$	1,253.6	$	726.4	$	6.2		$	1,986.2
Intersegment net sales		—		6.9		(6.9	)		—
Net sales		1,253.6		733.3		(0.7	)		1,986.2
Gross margin		207.2		212.1		(7.7	)		411.6
Operating earnings		138.2		166.2		(37.8	)		266.6
Capital expenditures		123.5		143.9		7.5			274.9
Depreciation, depletion and amortization expense		81.4		86.8		6.1			174.3
Three months ended March 31, 2013
Net sales to external customers	$	1,500.8	$	808.3	$	3.3		$	2,312.4
Intersegment net sales		—		16.2		(16.2	)		—
Net sales		1,500.8		824.5		(12.9	)		2,312.4
Gross margin		253.0		396.9		(8.1	)		641.8
Operating earnings		184.7		306.2		0.2			491.1
Capital expenditures		100.2		234.8		32.5			367.5
Depreciation, depletion and amortization expense		71.8		78.9		4.3			155.0
Total assets as of March 31, 2014	$	10,512.0	$	9,641.7	$	(2,041.4	)	$	18,112.3
Total assets as of December 31, 2013		9,945.1		9,597.4		11.5			19,554.0

16. Assets Held for Sale

We decided to exit our distribution businesses in Argentina and Chile. In connection with this decision in 2013, we wrote down the related assets by approximately $50 million pre-tax to their estimated fair value, which was included in loss on write down of assets in the Consolidated Statement of Earnings in our 10-K Report. As a result of new information regarding the structure of the intended disposition of Argentina’s distribution business as an asset sale, during the three months ended March 31, 2014, we recorded a $53.6 million tax benefit. The assets related to these distribution businesses qualify for asset held for sale accounting. At March 31, 2014, we included $84.8 million in other current assets and $13.1 million in accrued liabilities in our Condensed Consolidated Balance Sheet as assets held for sale. We expect to continue to sell our products in these countries by using other distribution channels.

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We also decided to sell the salt operations of our Hersey, Michigan mine and close the related potash operations. We are currently decommissioning the potash assets which precluded the Hersey facility from qualifying as an asset held for sale at March 31, 2014. In connection with the planned sale of this mine in 2013, we wrote down the related assets by approximately $48 million pre-tax to their estimated fair value and recorded a corresponding tax benefit of approximately $17 million reflected in the Consolidated Statement of Earnings in our 10-K Report.

17. CF Acquisition

On March 17, 2014, we completed the CF Phosphate Assets Acquisition for $1,149.9 million plus an additional $203.7 million (all in cash) to fund CF’s asset retirement obligation trust and escrow. We acquired CF’s phosphate mining and production operations in Central Florida and terminal and warehouse facilities in Tampa, Florida. This acquisition allows us to take advantage of synergies associated with combining our phosphate operations and logistical capabilities in Central Florida with those of CF. In addition, we will be able to forego the construction of a beneficiation plant at Ona and the construction of an ammonia plant. The results of the CF phosphates operations have been included in our condensed consolidated financial statements for the period from March 17, 2014 through March 31, 2014.

As part of the CF Phosphate Assets Acquisition, we assumed certain ARO related to Gypstack Closure Costs at both the Plant City, Florida phosphate concentrates facility (the “Plant City Facility”) and a closed Florida phosphate concentrates facility in Bartow, Florida (the “Bonnie Facility”) that we acquired. Associated with these assets are two related financial assurance arrangements for which we became responsible and that pre-fund the estimated Gypstack Closure Costs for these facilities, pursuant to federal or state law. One is a trust (the “Plant City Trust”) established to meet the requirements under a consent decree with the EPA and the FDEP with respect to RCRA compliance at Plant City (the “Plant City Consent Decree”) that also satisfies Florida financial assurance requirements at that site. The other is an escrow account (the “Bonnie Facility Escrow”) established to meet the requirements under Florida financial assurance regulations (the “Florida Financial Assurance Requirement”) that apply to the Bonnie Facility. In the CF Phosphate Assets Acquisition, we deposited $189.2 million into the Plant City Trust as a substitute for funds that CF had deposited into trust. The Plant City Trust is currently fully funded. In addition, upon approval of the FDEP (which we have requested), we expect to deposit $14.5 million into the Bonnie Facility Escrow to substitute for funds that CF has deposited into escrow. We expect we will be required to deposit up to an additional $4 million in the Bonnie Facility Escrow near the end of 2015. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding would be required in the future if increases in cost estimates exceed investment earnings in the Plant City Trust or the Bonnie Facility Escrow. The deposits into the Plant City Trust and the Bonnie Facility Escrow are reflected in the Statement of Cash Flows components of the $1,353.6 million cash used in the CF Phosphate Assets Acquisition.

At March 31, 2014, the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility included in our consolidated balance sheet was $100 million. The aggregate amount held in the Plant City Trust and the Bonnie Facility Escrow exceed the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility because the amount required to be held in the Plant City Trust represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after the Gypstack has been closed, while the ARO included in our Condensed Consolidated Balance Sheet reflect the discounted present value of those estimated amounts. As part of the acquisition we also acquired ARO related to land reclamation.

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THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the amounts of the assets acquired and liabilities assumed as recognized at the acquisition date. The fair value of these assets and liabilities is provisional pending receipt of the final valuation:

(in millions)
Inventory	$	144.1
Other current assets		0.5
Mineral properties and rights		515.1
Property, plant and equipment		627.1
Trust and escrow funds for asset retirement obligations(1)		203.7
Goodwill		13.2
Other assets		56.8
Current liabilities		(12.1	)
Other liabilities		(9.0	)
Asset retirement obligation		(185.8	)
	$	1,353.6

(1) Included with other assets in the Condensed Consolidated Balance Sheet as of March 31, 2014

We also signed two strategic supply agreements with CF under which CF will provide Mosaic with ammonia for its production purposes (“CF Ammonia Supply Agreements”). Under one agreement, which is expected to commence prior to January 1, 2017, Mosaic will purchase approximately 545,000 to 725,000 tonnes annually for up to fifteen years at a price tied to the prevailing price of U.S. natural gas. The execution of this agreement was not contingent upon the completion of the acquisition; therefore, no corresponding asset or liability was recorded as part of the acquisition accounting.

Under the second agreement, which became effective on the acquisition date, Mosaic will purchase approximately 270,000 tonnes annually for three years from CF’s Trinidad operations at CFR Tampa market-based pricing. The effectiveness of this agreement was a condition to the acquisition and included in the acquisition accounting, but its impacts were not material.

We recognized approximately $5.0 million of acquisition and integration costs that were expensed during the three months ended March 31, 2014. These costs are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings.

The goodwill recognized is attributable to expected synergies of combining operations and the assembled workforce of CF. This goodwill is included within our Phosphates segment and is expected to be deductible for income tax purposes.

The CF phosphates operations contributed revenues of $18.9 million and net earnings (loss) of $(0.2) million from March 17, 2014 through March 31, 2014, excluding the effects of the acquisition and integration costs described above.

The unaudited pro-forma consolidated results presented below include the effects of the acquisition as if it had been consummated as of January 1, 2013. The pro-forma results below include adjustments related to depreciation and amortization to reflect the fair value of acquired property, plant and equipment and identifiable intangible assets, depletion of acquired mineral rights, and the associated income tax impacts. The pro-forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at

21

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the beginning of the fiscal reporting period indicated nor is it indicative of future operating results. The pro-forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition or transaction or integration costs relating to the acquisition.

	Three months ended March 31,
(in millions)	2014		2013
Net sales	$	2,131.3	$	2,605.0
Net earnings attributable to Mosaic	$	207.2	$	364.4

18. Subsequent Events

Brazil and Paraguay Distribution Business Acquisition

On April 15, 2014, we signed definitive agreements with Archer Daniels Midland Company (“ADM”) to acquire its fertilizer distribution business in Brazil and Paraguay for $350 million (the “Brazil and Paraguay Distribution Business Acquisition”). The purchase price assumes the delivery of $150 million in working capital at closing. This acquisition is expected to significantly accelerate our previously announced growth plans in Brazil as well as replace a substantial amount of planned internal investments in that country. Under the terms of the agreement, we would acquire four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities. Customary regulatory approvals are required.

The Brazil and Paraguay Distribution Business Acquisition would increase our annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients.

The parties have also negotiated the terms of five-year fertilizer supply agreements providing for us to supply ADM’s fertilizer needs in Brazil and Paraguay.

Northern Promise Joint Venture

On April 17, 2014 we made a contribution to the Northern Promise Joint Venture in the amount of $141.9 million to finance construction costs.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the material under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Transition Report on Form 10-K of The Mosaic Company filed with the Securities and Exchange Commission for the transition period from June 1, 2013 to December 31, 2013 (the “10-K Report”) and the material under Item 1 of Part I of this report.

Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes, which are the equivalent of 2,205 pounds, unless we specifically state we mean long ton(s), which are the equivalent of 2,240 pounds. In the following tables, there are certain percentages that are not considered to be meaningful and are represented by “NM.”

Results of Operations

The following table shows the results of operations for the three months ended March 31, 2014 and 2013:

	Three months ended March 31,						2014-2013
(in millions, except per share data)	2014			2013			Change			Percent
Net sales	$	1,986.2		$	2,312.4		$	(326.2	)		(14	)%
Cost of goods sold		1,574.6			1,670.6			(96.0	)		(6	)%
Gross margin		411.6			641.8			(230.2	)		(36	)%
Gross margin percentage		21	%		28	%
Selling, general and administrative expenses		120.0			91.9			28.1			31	%
Other operating expense		25.0			58.8			(33.8	)		(57	)%
Operating earnings		266.6			491.1			(224.5	)		(46	)%
Change in value of share repurchase agreement		(60.0	)		—			(60.0	)		NM
Interest (expense) income, net		(26.7	)		3.7			(30.4	)		NM
Foreign currency transaction gain		43.4			16.9			26.5			157	%
Other expense		(4.9	)		(0.4	)		(4.5	)		NM
Earnings from consolidated companies before income taxes		218.4			511.3			(292.9	)		(57	)%
(Benefit from) provision for income taxes		(2.6	)		133.7			(136.3	)		NM
Earnings from consolidated companies		221.0			377.6			(156.6	)		(41	)%
Equity in net earnings (loss) of nonconsolidated companies		(3.3	)		2.3			(5.6	)		NM
Net earnings including noncontrolling interests		217.7			379.9			(162.2	)		(43	)%
Less: Net earnings attributable to noncontrolling interests		0.2			0.1			0.1			100	%
Net earnings attributable to Mosaic	$	217.5		$	379.8		$	(162.3	)		(43	)%
Diluted net earnings per share attributable to Mosaic	$	0.54		$	0.89		$	(0.35	)		(39	)%
Diluted weighted average number of shares outstanding		379.6			427.2

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Overview of Consolidated Results for the three months ended March 31, 2014 and 2013

Net sales decreased to $2.0 billion for the three months ended March 31, 2014, compared to $2.3 billion in the prior year period. Net earnings attributable to Mosaic for the three months ended March 31, 2014 were $217.5 million, or $0.54 per diluted share, compared to $379.8 million, or $0.89 per diluted share, for the period a year ago. Included in net earnings for the three months ended March 31, 2014, is $60 million, or $0.15 per diluted share, related to the change in value of our Share Repurchase Agreements and a discrete income tax benefit of approximately $62.5 million, or $0.16 per diluted share. Other significant factors affecting our results of operations and financial condition are listed below. Certain of these factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operating earnings for the three months ended March 31, 2014, were impacted by lower potash and phosphate selling prices compared to the same period in the prior year, partially offset by lower raw material costs in Phosphates and an increase in sales volumes for potash in the current year.

MOP selling prices have continued to decline from prior year levels due to supply and demand fundamentals. Uncertainty in the potash market and weak customer sentiment was exacerbated in July 2013, when one of our global competitors announced its intention to drive down potash selling prices by increasing production volumes and corresponding sales volumes.

Potash sales volumes increased in the current period when compared to the same period in the prior year. The signing of a supply contract with a customer in China in the current quarter resulted in a price floor in the market leading customers to resume purchasing product. This sentiment and near term logistical challenges in North America drove an increase in purchases in the current quarter.

Although potash sales volumes were higher than the same period in the prior year, both sales and production volumes were adversely impacted by significant shortfalls in the availability of planned rail capacity. This was caused by extended cold weather in North America and an increased demand for rail service from a large North American grain crop which had prioritization over fertilizer shipments during the end of the quarter. This is continuing to impact our potash sales volumes in the second quarter of 2014.

Our average selling price for phosphates declined from the same period in the prior year. In the first quarter of the prior year, we began to see phosphate selling prices decline, in part due to softer global demand caused by higher producer inventories and a decline in India’s import demand. This decline continued until the fourth quarter of 2013, when prices hit a floor. In December 2013, we began to see phosphate selling prices increase, which has continued into the first quarter of 2014. This is due to strong North American demand, production outages by other producers and rail and barge logistical challenges in the U.S. from extended cold weather.

Other Highlights

During the three months ended March 31, 2014:

• We maintained a strong financial position with cash and cash equivalents of $2.5 billion as of March 31, 2014.

• We continue to execute on our strategic plans and other priorities during the quarter ended March 31, 2014:

• Our Board of Directors authorized a $1 billion share repurchase program (the “Repurchase Program”), allowing the Company to repurchase Class A Shares or Common Stock, through direct buybacks or in the open market. For the three months ended March 31, 2014, we purchased 8.4 million shares under this program, including approximately 8.2 million shares under the Family Trusts Share Repurchase Agreements. All the shares under these agreements were repurchased during the first quarter for an aggregate of $387.3 million

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• We continued to repurchase the shares under the MAC Trusts Share Repurchase Agreement. At March 31, 2014, we have repurchased all 21,647,007 Class A Shares, Series A-3, held by the MAC Trusts, and 6,184,858 Class A Shares, Series A-2, for an aggregate of approximately $1.3 billion. Subsequent to March 31, 2014, an additional 6,184,858 Class A Shares, Series A-2, have been repurchased for an aggregate of approximately $300 million, and 9,277,292 Class A Shares, Series A-2, remain to be purchased.

• On March 17, 2014, we completed the CF Phosphate Assets Acquisition. The results of the CF phosphates operations have been included in our condensed consolidated financial statements for the period from March 17, 2014 through March 31, 2014. This did not have a material impact on our results of operations for the quarter.

• Subsequent to the quarter end, on April 15, 2014, we signed definitive agreements with ADM for the Brazil and Paraguay Distribution Business Acquisition.

• Mosaic announced plans to expand MicroEssentials^® capacity, adding an incremental 1.2 million tonnes, and bringing total capacity to 3.5 million tonnes by 2017.

• The Esterhazy K3 mine development is on track, with both shafts more than 1,000 feet below surface.

• The construction of the Saudi Arabia phosphate project began during the quarter.

• We recorded a foreign currency transaction gain of $43.4 million for the three months ended March 31, 2014 compared with a gain of $16.9 million for the same period a year ago.

During the three months ended March 31, 2013:

• We entered into agreements to settle the potash antitrust litigation for an aggregate of $43.8 million. The settlement and related costs resulted in a pre-tax charge of approximately $42 million in the quarter ended March 31, 2013, included in other operating expenses.

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Phosphates Net Sales and Gross Margin

The following table summarizes the Phosphates segment’s net sales, gross margin, sales volume, selling prices and raw material prices:

	Three months ended March 31,						2014-2013
(in millions, except price per tonne or unit)	2014			2013			Change			Percent
Net sales:
North America	$	558.6		$	548.9		$	9.7			2	%
International		695.0			951.9			(256.9	)		(27	)%
Total		1,253.6			1,500.8			(247.2	)		(16	)%
Cost of goods sold		1,046.4			1,247.8			(201.4	)		(16	)%
Gross margin	$	207.2		$	253.0		$	(45.8	)		(18	)%
Gross margin as a percent of net sales		17	%		17	%
Sales volume (in thousands of metric tonnes)
Crop Nutrients:
North America(a)		747			638			109			17	%
International(a)		667			872			(205	)		(24	)%
MicroEssentials®		394			350			44			13	%
Crop Nutrient Blends		556			493			63			13	%
Total		2,364			2,353			11			—	%
Feed Phosphates		147			134			13			10	%
Other(b)		182			185			(3	)		(2	)%
Total Phosphates Segment Tonnes		2,693			2,672			21			1	%
Average selling price per tonne:
DAP (FOB plant)	$	414		$	491		$	(77	)		(16	)%
Crop Nutrient Blends (FOB destination)		451			559			(108	)		(19	)%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)	$	374		$	550		$	(176	)		(32	)%
Sulfur (long ton)		96			178			(82	)		(46	)%

(a) Excludes Crop Nutrient Blends and MicroEssentials^®.

(b) Other volumes are primarily single superphosphate (“SSP”), potash and nitrogen products sold outside of North America.

Three months ended March 31, 2014 and 2013

The Phosphates segment’s net sales decreased to $1.3 billion for the three months ended March 31, 2014, compared to $1.5 billion for the three months ended March 31, 2013. Lower sales prices resulted in decreased net sales of approximately $250 million, due to the factors discussed in the Overview.

Our average DAP selling price was $414 per tonne for the three months ended March 31, 2014, a decrease of 16% from the same period a year ago due to the factors discussed in the Overview. The selling price of crop nutrient blends (“Blends”) for the three months ended March 31, 2014 decreased 19% compared to the same period in the prior year primarily due to decline in prices of crop nutrients used in Blends.

The Phosphates segment’s sales volumes of 2.7 million tonnes for the three months ended March 31, 2014 were comparable to the same period in the prior year. Higher North American sales volumes were offset by lower International sales volumes. Strong North American demand coupled with our low starting inventory, resulting from a strong fourth quarter in calendar 2013, limited our ability to ship product to the international geographies during the first quarter of 2014.

Gross margin for the Phosphates segment decreased to $207.2 million for the three months ended March 31, 2014, from $253.0 million in the three months ended March 31, 2013. Lower sales prices had an unfavorable

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impact on gross margin of approximately $250 million, which was partially offset by the favorable impact of lower product costs of approximately $220 million. The lower product costs were driven by approximately $100 million of lower sulfur and ammonia costs used in our North American production, and approximately $120 million of lower raw material costs used in our international distribution locations. Other factors affecting gross margin and costs are discussed below. As a result of these factors, gross margin as a percentage of net sales was 17% for the three months ended March 31, 2014, comparable to the three months ended March 31, 2013.

The average consumed price for ammonia for our North American operations decreased to $374 per tonne for the three months ended March 31, 2014 from $550 in the same period a year ago. The average consumed price for sulfur for our North American operations decreased to $96 per long ton for the three months ended March 31, 2014, from $178 in the same period a year ago. The purchase price of these raw materials is driven by global supply and demand. The average consumed cost of purchased and produced phosphate rock stayed consistent at $64 per tonne for the three months ended March 31, 2014 and 2013, respectively. The percentage of phosphate rock purchased from the Miski Mayo Mine used in finished product production in our North American operations decreased to 6% for the three months ended March 31, 2014, from 10% in the same period a year ago. The percentage of phosphate rock purchased from unrelated parties used in phosphate finished product production in our North American operations was 3% for the three months ended March 31, 2014 compared to 4% for the same period a year ago.

Our North American phosphate rock production was 3.4 million tonnes for the three months ended March 31, 2014, compared with 3.7 million tonnes during the same period a year ago. We have decreased phosphate rock production compared to the prior year consistent with our long term mine plans and our higher current inventories, which provide protection against mining interruptions.

The Phosphates segment’s North American production of crop nutrient dry concentrates and animal feed ingredients was 2.0 million tonnes for the three months ended March 31, 2014 and 2013.

Costs were also impacted by net unrealized mark-to-market derivative gains of $0.5 million for the three months ended March 31, 2014, primarily on foreign currency derivatives, compared to gains of $4.9 million for the same period a year ago, primarily on commodity and freight derivatives.

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Potash Net Sales and Gross Margin

The following table summarizes the Potash segment’s net sales, gross margin, sales volume and selling price:

	Three months ended March 31,						2014-2013
(in millions, except price per tonne or unit)	2014			2013			Change			Percent
Net sales:
North America	$	514.5		$	440.4		$	74.1			17	%
International		218.8			384.1			(165.3	)		(43	)%
Total		733.3			824.5			(91.2	)		(11	)%
Cost of goods sold		521.2			427.6			93.6			22	%
Gross margin	$	212.1		$	396.9		$	(184.8	)		(47	)%
Gross margin as a percent of net sales		29	%		48	%
Sales volume (in thousands of metric tonnes)
Crop Nutrients:
North America		1,111			705			406			58	%
International		1,065			1,134			(69	)		(6	)%
Total		2,176			1,839			337			18	%
Non-agricultural		179			168			11			7	%
Total Potash Segment Tonnes		2,355			2,007			348			17	%
Average selling price per tonne (FOB plant):
MOP—North America(a)	$	300		$	426		$	(126	)		(30	)%
MOP—International		209			327			(118	)		(36	)%
MOP Average		267			376			(109	)		(29	)%

(a) This price excludes industrial and feed sales.

Three months ended March 31, 2014 and 2013

The Potash segment’s net sales decreased to $733.3 million for the three months ended March 31, 2014, compared to $824.5 million in the same period a year ago. The decrease was primarily due to lower sales prices that resulted in a decrease in net sales of approximately $280 million partially offset by higher sales volumes that resulted in an increase of approximately $180 million.

Our average muriate of potash (“MOP”) selling price was $267 per tonne for the three months ended March 31, 2014, a decrease of $109 per tonne compared with the same period a year ago. Potash selling prices have decreased due to the factors discussed in the Overview.

The Potash segment’s sales volumes increased to 2.4 million tonnes for the three months ended March 31, 2014, compared to 2.0 million tonnes in the same period a year ago, primarily driven by the factors described in the Overview.

Gross margin for the Potash segment decreased to $212.1 million for the three months ended March 31, 2014 from $396.9 million for the same period in the prior year. Gross margin was unfavorably impacted by approximately $280 million related to lower selling prices partially offset by a favorable impact of approximately $120 million due to the increase in sales volumes. Approximately $30 million in increased costs, primarily related to lower production and higher depreciation, adversely impacted gross margin. These and other factors affecting gross margin and costs are further discussed below. As a result of these factors, gross margin as a percentage of net sales decreased to 29% for the three months ended March 31, 2014, compared to 48% for the same period a year ago.

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We incurred $44.2 million in expenses, including depreciation on brine assets, and $2.1 million in capital expenditures related to managing the brine inflows at our Esterhazy mine during the three months ended March 31, 2014, compared to $53.4 million and $19.7 million, respectively, in the three months ended March 31, 2013. We have been effectively managing the brine inflows at Esterhazy since 1985, and from time to time we experience changes to the amounts and patterns of brine inflows. Inflows continue to be higher than average but are still estimated to be within the range of our historical experience. Brine inflow expenses decreased compared to the prior year primarily due to savings achieved on a renegotiated service agreement, combined with the timing of activities and other temporary operating factors that favorably impacted the expenses for the three months ended March 31, 2014. Brine inflow costs continue to reflect the cost of addressing changing inflow patterns and inflows from below our mine workings, which can be more complex and costly to manage, as well as costs associated with horizontal drilling. Brine inflow capital expenditures were higher in the prior year period primarily due to expenditures for our new remote injection site, which is now completed. In general, the higher the level of brine stored in the mine, the less time available to mitigate new or increased inflows that exceed our capacity for pumping or disposal of brine outside the mine, and therefore the less time to avoid flooding and/or loss of the mine. As a result of our investments in remote injection and increased pumping capacities, we were able to continue to reduce the amount of brine stored in the mine.

We incurred $86.8 million in depreciation expense during the three months ended March 31, 2014 compared to $78.9 million in the same period of the prior year. The higher depreciation relates to more fixed assets being depreciated as they have been brought into service for our sustaining and expansion projects.

We incurred $30.3 million in Canadian resource taxes for the three months ended March 31, 2014, compared with $32.1 million in the same period a year ago. These taxes decreased due to lower realized prices, which drove lower net sales and profits. We incurred $5.9 million in royalties in the three months ended March 31, 2014, compared to $14.8 million in the three months ended March 31, 2013.

Costs were impacted by net unrealized mark-to-market derivative losses of $4.0 million for the three months ended March 31, 2014, primarily on foreign currency derivatives, compared with losses of $6.5 million for the same period a year ago, primarily on foreign currency derivatives.

For the three months ended March 31, 2014, potash production was 1.9 million tonnes compared to 2.2 million tonnes for the three months ended March 31, 2013. The decrease was primarily due to the logistical issues mentioned in the Overview.

Other Income Statement Items

	Three months ended March 31,						2014-2013
(in millions)	2014			2013			Change			Percent
Selling, general and administrative expenses	$	120.0		$	91.9		$	28.1			31	%
Other operating expense		25.0			58.8			(33.8	)		(57	)%
Change in value of share repurchase agreement		(60.0	)		—			(60.0	)		NM
Interest (expense)		(31.1	)		—			(31.1	)		NM
Interest income		4.4			3.7			0.7			19	%
Interest (expense) income, net		(26.7	)		3.7			(30.4	)		NM
Foreign currency transaction gain		43.4			16.9			26.5			157	%
Other expense		(4.9	)		(0.4	)		(4.5	)		NM
(Benefit from) provision for income taxes		(2.6	)		133.7			(136.3	)		NM

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Selling, General and Administrative Expenses

For the three months ended March 31, 2014, selling, general and administrative expenses were $120.0 million compared to $91.9 million for the three months ended March 31, 2013. The increase in the current quarter is primarily related to an increase in incentive compensation of approximately $28 million driven by a change in the timing of our annual equity incentive grant due to the change in our fiscal year end, combined with additional incentives related to cost savings initiatives.

Other Operating Expense

For the three months ended March 31, 2014, we had other operating expense of $25.0 million compared with $58.8 million for the same period in the prior year. The decrease in expense is primarily due to the settlement of the potash antitrust litigation, of which $42 million was recorded during the three months ended March 31, 2013. The current year period includes approximately $6 million of severance costs related to restructuring in our Potash segment.

Change in Value of Share Repurchase Agreement

The unfavorable change in the value for share repurchase agreement of $60 million relates to the remeasurement of our share repurchase obligation to the present value at March 31, 2014.

Interest Expense

For the three months ended March 31, 2014, interest expense was $31.1 million higher than in the prior year quarter. The increase is primarily related to higher average debt balances as a result of a $2 billion public offering completed on November 7, 2013.

Foreign Currency Transaction Gain (Loss)

For the three months ended March 31, 2014, we recorded a foreign currency transaction gain of $43.4 million compared with a gain of $16.9 million for the same period in the prior year. For the three months ended March 31, 2014 and 2013, the gain was mainly the result of the effect of the strengthening of the U.S. dollar relative to the Canadian dollar on significant U.S. dollar denominated intercompany receivables and U.S. dollar cash held by our Canadian affiliates.

Provision for Income Taxes

Three months ended	Effective Tax Rate			(Benefit)/Provision for Income Taxes
March 31, 2014		(1.2	)%	$	(2.6	)
March 31, 2013		26.1	%		133.7

Income tax benefit was $2.6 million and the effective tax rate was (1.2%) for the three months ended March 31, 2014. For the three months ended March 31, 2014, we recorded tax benefits specific to the period of $62.5 million, which primarily related to the intended sale of our distribution business in Argentina. For further information, please see Note 16 to our Notes to Condensed Consolidated Financial Statements. In addition to items specific to the period, for each period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate and by a benefit associated with depletion. The three months ended March 31, 2014 also included income tax expense of $9.9 million related to certain non-U.S. subsidiaries where we are not permanently reinvested.

For the three months ended March 31, 2013, we had income tax expense of $133.7 million and an effective tax rate of 26.1%.

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Critical Accounting Estimates

The Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP. In preparing the Condensed Consolidated Financial Statements, we are required to make various judgments, estimates and assumptions that could have a significant impact on the results reported in the Condensed Consolidated Financial Statements. We base these estimates on historical experience and other assumptions believed to be reasonable by management under the circumstances. Changes in these estimates could have a material effect on our Condensed Consolidated Financial Statements.

The basis for our financial statement presentation, including our significant accounting estimates, is summarized in Note 3 to the Condensed Consolidated Financial Statements in this report. A detailed description of our significant accounting policies is included in Note 3 to the Consolidated Financial Statements in our 10-K Report. Further information regarding our critical accounting estimates is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report.

As described in Note 17 to the Condensed Consolidated Financial Statements, we completed the CF Phosphate Assets Acquisition on March 17, 2014. The accounting for this acquisition involves the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. The allocation of the purchase price reflects preliminary fair value estimates based on management’s analysis, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. We do not believe there is a reasonable likelihood that there will be a material change in the preliminary fair value estimates made as part of the acquisition. However, these estimates are preliminary and subject to change within the measurement period as valuations are finalized. Any material adjustments will be applied retrospectively to the closing date of the acquisition.

Liquidity and Capital Resources

As of March 31, 2014, we had cash and cash equivalents of $2.5 billion, stockholders’ equity of approximately $10.8 billion, long-term debt of approximately $3.0 billion and short-term debt of approximately $41.3 million. We continue to target a liquidity buffer of $2.25 billion, with approximately one third in cash on our balance sheet and two thirds committed credit lines. We also target debt leverage ratios that are consistent with investment grade credit ratings. Our capital allocation priorities include maintaining our assets, paying our dividend, investing to grow our business, taking advantage of strategic opportunities and returning excess cash to shareholders in order to maintain an efficient balance sheet. This quarter we executed on strategic opportunities, including the completion of the CF Phosphate Assets Acquisition, which reduced our unrestricted cash by approximately $1.4 billion, and we returned excess cash to shareholders by repurchasing approximately 36.2 million shares for an aggregate expenditure of approximately $1.7 billion. We also paid $99.7 million in cash dividends.

Funds generated by operating activities, available cash and cash equivalents, and our credit facilities continue to be our most significant sources of liquidity. We believe funds generated from the expected results of operations and available cash, cash equivalents and borrowings under the Term Loan Facility will be sufficient to finance our operations, including our expansion plans, existing strategic initiatives and expected dividend payments, for the next 12 months. There can be no assurance, however, that we will continue to generate cash flows at or above current levels. At March 31, 2014, we had a Term Loan Facility of $800 million, which was fully available, and a $1.50 billion credit facility, of which $1.48 billion was available. Both facilities are available for working capital needs and investment opportunities.

In addition to our working capital and other normal liquidity requirements, we expect to utilize our available liquidity, including cash and cash equivalents and debt capacity, to fund the remainder of our commitment under the MAC Trusts Share Repurchase Agreement, our Share Repurchase Program, our commitments in connection with the Northern Promise Joint Venture, and the Brazil and Paraguay Distribution Business Acquisition and certain financial assurance requirements related to our Phosphates business as discussed under “EPA RCRA

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Initiative” in Note 11 of our Notes to Condensed Consolidated Financial Statements. We plan to use net proceeds from borrowing under the Term Loan Facility to replenish cash that Mosaic used to fund the CF Phosphate Assets Acquisition.

All of our cash and cash equivalents are diversified in highly rated investment vehicles. Approximately $1.4 billion of cash and cash equivalents are held by non-U.S. subsidiaries and are not subject to significant foreign currency exposures as the majority are held in investments denominated in U.S. dollars as of March 31, 2014. These funds may create foreign currency transaction gains or losses, however, depending on the functional currency of the entity holding the cash. In addition, there are no significant restrictions that would preclude us from bringing these funds back to the U.S.; however, there would be an income tax expense impact on repatriating approximately $0.4 billion of cash associated with certain undistributed earnings, which are part of the permanently reinvested earnings discussed in Note 12 of our Notes to Consolidated Financial Statements in our 10-K Report. We currently intend to use a portion of this cash for non-U.S. expansions.

The following table represents a comparison of the net cash provided by operating activities, net cash used in investing activities, and net cash used in financing activities for the three months ended March 31, 2014 and 2013:

(in millions)	Three months ended March 31,						2014-2013
	2014			2013			Change			Percent
Cash Flow
Net cash provided by operating activities	$	627.0		$	579.4		$	47.6			8	%
Net cash used in investing activities		(1,634.3	)		(378.5	)		(1,255.8	)		NM
Net cash used in financing activities		(1,770.3	)		(84.8	)		(1,685.5	)		NM

Operating Activities

During the three months ended March 31, 2014, net cash provided by operating activities was $627.0 million compared to $579.4 million for the three months ended March 31, 2013. During the three months ended March 31, 2014, results of operations, after non-cash adjustments to net earnings, contributed $453.7 million to cash flows from operating activities compared to a contribution of $577.6 million as computed on the same basis for the prior year quarter. Although results of operations, after non-cash adjustments to net earnings, were lower in the three months ended March 31, 2014, compared to the same period last year, changes to working capital were more favorable. Changes in working capital of $173.3 million contributed to cash flows from operating activities during the three months ended March 31, 2014, primarily from a decrease in other current assets as discussed below, compared to changes in working capital of $1.8 million during the three months ended March 31, 2013.

The decrease in other current assets of $151.4 million was primarily driven by a decrease in our final priced deferred product which is product shipped to customers not yet priced. During the three months ended March 31, 2014, a significant amount of product was priced and paid for by customers.

Investing Activities

Net cash used in investing activities was $1,634.3 million for the three months ended March 31, 2014 compared to $378.5 million for the same period a year ago. The increase in investing activities in the current quarter was primarily driven by the completion of the CF Phosphate Assets Acquisition for approximately $1.4 billion, partially offset by lower capital expenditures of $274.9 million, of which $54.0 million related to our Potash expansion projects. Capital expenditures decreased in the current quarter compared to the prior year quarter due to lower expansion spending and lower maintenance capital. During calendar 2013, we completed expansion work at both the Belle Plaine and Colonsay mines. In addition, in the first quarter of calendar 2013, we had spending for our remote brine injection well.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2014, was $1,770.3 million, compared to $84.8 million for the same period in the prior year. Cash used in financing activities primarily reflected shares repurchased during this quarter for an aggregate of approximately $1.7 billion.

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Debt Instruments, Guarantees and Related Covenants

See Note 11 to the Consolidated Financial Statements in our 10-K Report and Note 10 to the Condensed Consolidated Financial Statements in this report for additional information relating to our financing arrangements.

Financial Assurance Requirements

In addition to various operational and environmental regulations related to our Phosphates segment, we are subject to financial assurance requirements. In various jurisdictions in which we operate, particularly Florida and Louisiana, we are required to pass a financial strength test or provide credit support, typically in the form of surety bonds, letters of credit, certificates of deposit or trust funds. Further information regarding financial assurance requirements is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report, under “EPA RCRA Initiative,” and in Notes 11 and 17 to our Condensed Consolidated Financial Statements in this report.

Off-Balance Sheet Arrangements and Obligations

Information regarding off-balance sheet arrangements and obligations is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report.

Contingencies

Information regarding contingencies is hereby incorporated by reference to Note 11 to our Condensed Consolidated Financial Statements in this report.

Cautionary Statement Regarding Forward Looking Information

All statements, other than statements of historical fact, appearing in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements about our expectations, beliefs, intentions or strategies for the future, including statements about the Cargill Transaction or about the CF Phosphate Assets Acquisition or the CF Ammonia Supply Agreements and their nature, impact and benefits, statements concerning our future operations, financial condition and prospects, statements regarding our expectations for capital expenditures, statements concerning our level of indebtedness and other information, and any statements of assumptions regarding any of the foregoing. In particular, forward-looking statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “potential,” “predict,” “project” or “should.” These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

Factors that could cause reported results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

• business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;

• changes in farmers’ application rates for crop nutrients;

• changes in the operation of world phosphate or potash markets, including continuing consolidation in the crop nutrient industry, particularly if we do not participate in the consolidation;

• pressure on prices realized by us for our products;

• the expansion or contraction of production capacity or selling efforts by competitors or new entrants in the industries in which we operate, including the effects of test runs by members of Canpotex to prove the production capacity of potash expansion projects;

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• the ability of the Northern Promise Joint Venture to obtain project financing in acceptable amounts and upon acceptable terms, the future success of current plans for the joint venture and any future changes in those plans;

• build-up of inventories in the distribution channels for our products that can adversely affect our sales volumes and selling prices;

• seasonality in our business that results in the need to carry significant amounts of inventory and seasonal peaks in working capital requirements, and may result in excess inventory or product shortages;

• changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;

• rapid drops in the prices for our products that can require us to write-down our inventories to the lower of cost or market;

• the effects on our customers of holding high cost inventories of crop nutrients in periods of rapidly declining market prices for crop nutrients;

• the lag in realizing the benefit of falling market prices for the raw materials we use to produce our products that can occur while we consume raw materials that we purchased or committed to purchase in the past at higher prices;

• customer expectations about future trends in the selling prices and availability of our products and in farmer economics;

• disruptions to existing transportation or terminaling facilities, including those of export associations or joint ventures in which we participate;

• shortages of railcars, barges and ships for carrying our products and raw materials;

• the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;

• foreign exchange rates and fluctuations in those rates;

• tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;

• other risks associated with our international operations, including any potential adverse effects related to our joint venture interest in the Miski Mayo mine in the event that protests against natural resource companies in Peru were to extend to or impact the Miski Mayo mine;

• adverse weather conditions affecting our operations, including the impact of potential hurricanes, excessive heat, cold, snow or rainfall, or drought;

• difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals including permitting activities;

• changes in the environmental and other governmental regulation that applies to our operations, including the possibility of further federal or state legislation or regulatory action affecting greenhouse gas emissions or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico or the Mississippi River basin;

• the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;

• the financial resources of our competitors, including state-owned and government-subsidized entities in other countries;

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• the possibility of defaults by our customers on trade credit that we extend to them or on indebtedness that they incur to purchase our products and that we guarantee, particularly when we are exiting our business operations or locations that produced or sold the products to that customer;

• any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;

• rates of return on, and the investment risks associated with, our cash balances;

• our use of cash and/or available debt capacity to fund share repurchases, including past and future repurchases under the MAC Trusts Share Repurchase Agreement, financial assurance requirements arising in our business and strategic investments, that has reduced and is expected to continue to reduce our available cash and liquidity and increase our leverage;

• the possibility that the market price of our Common Stock during the twenty trading day period prior to any repurchase under the MAC Trusts Share Repurchase Agreement rises above our expectations and adversely affects the benefits we anticipate from our repurchases of Class A Shares and our liquidity;

• the effectiveness of our risk management strategy;

• the effectiveness of the processes we put in place to manage our significant strategic priorities, including the expansion of our Potash business and our investment in the Northern Promise Joint Venture;

• actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations, Canadian resource taxes and royalties, or the liabilities we assumed in the CF Phosphate Assets Acquisition;

• the costs and effects of legal and administrative proceedings and regulatory matters affecting us, including environmental, tax or administrative proceedings, complaints that our operations are adversely impacting nearby farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect to approvals of settlements, resolution of global tax audit activity, and other further developments in legal proceedings and regulatory matters;

• the success of our efforts to attract and retain highly qualified and motivated employees;

• strikes, labor stoppages or slowdowns by our work force or increased costs resulting from unsuccessful labor contract negotiations;

• brine inflows at our Esterhazy, Saskatchewan potash mine as well as potential inflows at our other shaft mines;

• accidents involving our operations, including potential fires, explosions, seismic events or releases of hazardous or volatile chemicals;

• terrorism or other malicious intentional acts, including cybersecurity risks such as attempts to gain unauthorized access to, or disable, our information technology systems, or our costs of addressing malicious intentional acts;

• other disruptions of operations at any of our key production and distribution facilities, particularly when they are operating at high operating rates;

• changes in antitrust and competition laws or their enforcement;

• actions by the holders of controlling equity interests in businesses in which we hold a noncontrolling interest;

• changes in our relationships with other members of export associations and joint ventures in which we participate or their or our exit from participation in such export associations and joint ventures, and other changes in our commercial arrangements with unrelated third parties;

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• the adequacy of our property, business interruption and casualty insurance policies to cover potential hazards and risks incident to our business, and our willingness and ability to maintain current levels of insurance coverage as a result of market conditions, our loss experience and other factors;

• potential liabilities imposed on us by the agreements relating to the Cargill Transaction;

• difficulties with realization of the benefits of the CF Phosphate Assets Acquisition or the CF Ammonia Supply Agreements, including the risks that: the acquired assets may not be integrated successfully; the anticipated cost or capital expenditure savings from the transactions may not be fully realized or may take longer to realize than expected; regulatory agencies might not take, or might delay, actions with respect to permitting or regulatory enforcement matters that are necessary for us to fully realize the benefits of the transactions; or the price of natural gas will rise or the market price for ammonia will fall to a level at which the natural gas based pricing under one of the long term CF Ammonia Supply Agreements becomes disadvantageous to us; and

• other risk factors reported from time to time in our Securities and Exchange Commission reports.

Material uncertainties and other factors known to us are discussed in Item 1A, “Risk Factors,” of our transition period report on Form 10-K for the seven months ended December 31, 2013.

We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise any of these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of fluctuations in the relative value of currencies, the impact on interest rates, fluctuations in the purchase price of natural gas, ammonia and sulfur consumed in operations, and changes in freight costs as well as changes in the market value of our financial instruments. We periodically enter into derivatives in order to mitigate our foreign currency risks, interest rate risks and the effects of changing commodity prices and freight prices, but not for speculative purposes. See Note 14 to the Consolidated Financial Statements in our 10-K Report and Note 12 to the Condensed Consolidated Financial Statements in this report.

Foreign Currency Exchange Contracts

As of March 31, 2014 and December 31, 2013, the fair value of our major foreign currency exchange contracts were ($27.2) million and ($17.4) million, respectively. The table below provides information about Mosaic’s significant foreign exchange derivatives.

(in millions US$)	As of March 31, 2014							As of December 31, 2013
	Expected Maturity Date				Fair Value			Expected Maturity Date		Fair Value
	Years ending December  31,							Year ending December 31,
	2014		2015					2014
Foreign Currency Exchange Forwards
Canadian Dollar
Notional (million US$)—short	$	740.1	$	98.6	$	(23.0	)	$	687.9	$	(13.3	)
Weighted Average Rate—Canadian dollar to U.S. dollar		1.0741		1.1152					1.0467
Foreign Currency Exchange Non-Deliverable Forwards
Brazilian Real
Notional (million US$)—long	$	59.2	$	—	$	(1.6	)	$	87.2	$	(3.0	)
Weighted Average Rate—Brazilian real to U.S. dollar		2.3830		—					2.3849
Notional (million US$)—short	$	33.4	$	2.4				$	45.7
Weighted Average Rate—Brazilian real to U.S. dollar		2.3952		2.5515					2.2559
Indian Rupee
Notional (million US$)—long	$	63.0	$	—	$	(2.6	)	$	104.5	$	(1.1	)
Weighted Average Rate—Indian rupee to U.S. dollar		63.9661		—					63.9091
Total Fair Value					$	(27.2	)			$	(17.4	)

Further information regarding foreign currency exchange rates and derivatives is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 10-K Report and Note 12 to the Condensed Consolidated Financial Statements in this report.

Commodities

As of March 31, 2014 and December 31, 2013, the fair value of our natural gas commodities contracts was $2.3 million and $(0.6) million, respectively.

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The table below provides information about our natural gas derivatives which are used to manage the risk related to significant price changes in natural gas.

(in millions)	As of March 31, 2014						As of December 31, 2013
	Expected Maturity Date Years ending December 31,						Expected Maturity Date Years ending December 31,
	2014		2015		Fair Value		2014		2015		Fair Value
Natural Gas Swaps
Notional (million MMBtu)—long		3.8		1.0	$	2.3		7.2		1.0	$	(0.6	)
Weighted Average Rate (US$/MMBtu)	$	3.72	$	3.68			$	3.71	$	3.82
Total Fair Value					$	2.3					$	(0.6	)

Further information regarding commodities and derivatives is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 10-K Report and Note 12 to the Condensed Consolidated Financial Statements in this report.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Our principal executive officer and our principal financial officer have concluded, based on such evaluations, that our disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

(b) Changes in Internal Control Over Financial Reporting

Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated any changes in our internal control over financial reporting that occurred during the three months ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management, with the participation of our principal executive officer and principal financial officer, did not identify any such changes during the three months ended March 31, 2014.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We have included information about legal and environmental proceedings in Note 11 to our Condensed Consolidated Financial Statements in this report. This information is incorporated herein by reference.

We are also subject to the following legal and environmental proceedings in addition to those described in Note 11 of our Condensed Consolidated Financial Statements in this report:

• Water Quality Regulations for Nutrient Discharges in Florida. On December 7, 2010, we filed a lawsuit in the U.S. District Court for the Northern District of Florida, Pensacola Division, against the EPA challenging a rule adopted by the EPA that set numeric water quality standards (the “NNC Rule”) for nitrogen and/or phosphorus in Florida lakes and streams. Our lawsuit was subsequently transferred to the U.S. District Court for the Northern District of Florida, Tallahassee Division (the “Tallahassee District Court”), for consolidation with a number of lawsuits brought by other parties challenging the NNC Rule. The NNC Rule set criteria that would require drastic reductions in the levels of nutrients discharged into Florida lakes and streams, and would have required us and others to significantly limit discharges of these nutrients in Florida beginning in March 2012. Our lawsuit asserted, among other matters, that the criteria set by the EPA did not comport with the requirements of the Federal Water Pollution Control Act or the Administrative Procedure Act, and sought a declaration that the NNC Rule is arbitrary, capricious, an abuse of discretion and not in accordance with law, and vacating the NNC Rule and remanding it for further rulemaking proceedings consistent with the Federal Water Pollution Control Act and its implementing regulations.

In February 2012, the Tallahassee District Court invalidated the NNC Rule in part and upheld it in part, and remanded the invalid parts of the rule to the EPA for reconsideration and reproposal. The Tallahassee District Court subsequently ordered that the effective date of the parts of the NNC Rule that the court had upheld and any parts re-proposed to comply with the court’s order be postponed until January 2013.

The Florida Department of Environmental Protection (the “FDEP”) has adopted state rules that will, if they ultimately become effective, supplant the requirements of the NNC Rule and mitigate some of the potential adverse effects of the NNC Rule. In June 2012, the FDEP rule was upheld by a state administrative law judge in an administrative proceeding challenging the rule brought by certain nongovernmental organizations and the FDEP rule was submitted to the EPA for approval. In July 2012, the nongovernmental organizations appealed the state administrative law judge’s decision upholding the FDEP rule to the Florida First District Court of Appeal. In February 2013, the Florida First District Court of Appeal upheld the administrative law judge’s decision.

In November 2012, the EPA approved the FDEP rule, and also proposed two rules that would establish new federal nutrient criteria for (i) streams and unimpaired lakes, and (ii) coastal waters, certain estuaries not covered in the FDEP rule and flowing waters in South Florida. The EPA has stated that the criteria in the two new proposed rules will not go into effect if the EPA and FDEP take actions necessary to modify the terms of a 2009 consent decree to enable EPA approval of the FDEP rule to meet the consent decree obligations.

On March 15, 2013, the EPA and the FDEP announced that the agencies had reached an agreement in principle under which the FDEP, not the EPA, would implement numeric nutrient criteria for Florida’s waters.

On April 12, 2013, the Tallahassee District Court granted the EPA’s motion to delay the effective date of the EPA’s rules establishing downstream protection values but denied the EPA’s motion to delay the effective date of the EPA’s NNC Rule for lakes and springs, which are now in effect. We are reviewing the potential effect on us of the NNC Rule for lakes and springs.

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On January 7, 2014, the court granted the EPA’s motion to modify the consent decree and denied the environmental plaintiffs’ motion to enforce the consent decree according to its original terms, which would have had the effect of requiring the EPA to finalize and apply the federal NNC Rule and prevent the state numeric nutrient criteria from becoming effective. This ruling paves the way for the EPA to withdraw the federal NNC Rule for lakes and springs, and to withdraw the proposed federal NNC Rule for streams and flowing waters, allowing the FDEP criteria to become effective.

On March 7, 2014, the environmental plaintiffs appealed the Tallahassee District Court’s order modifying the consent decree to the Eleventh Circuit Court of Appeals. On April 2, 2014, the EPA published a proposed rule to withdraw the final nutrient criteria standards for lakes, streams and downstream protection values. In that proposed rule, the EPA also indicated that it would not take further action regarding the nutrient criteria rules it had proposed in November 2012.

Subject to further litigation or rulemaking developments, we expect that compliance with the requirements of nutrient criteria rules could adversely affect our Florida Phosphate operations, require significant capital expenditures and substantially increase our annual operating expenses.

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

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

We intend to defend vigorously the EPA’s decision not to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin and the Gulf of Mexico. In the event that the EPA were required to establish numeric criteria for nitrogen and phosphorus in the Mississippi River basin and Gulf of Mexico, we cannot predict the requirements of such criteria or the effects on us or our customers.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to our employee stock plans relating to the grant of employee stock options, stock appreciation rights, restricted stock unit awards, and other equity-based awards, we have granted and may in the future grant employee stock options to purchase shares of our Common Stock for which the purchase price may be paid by means of delivery to us by the optionee of shares of our Common Stock that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the periods covered by this report, no options to purchase shares of our Common Stock were exercised for which the purchase price was so paid.

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The following table sets forth information with respect to shares of our Common Stock that we purchased under the Repurchase Program during the quarter ended March 14, 2014:

Issuer Repurchases of Equity Securities(a)
Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Approximate Dollar Value that may be yet Purchased Under the Program(b)
January 1, 2014 - January 31, 2014		—		—		—		—
February 1, 2014 - February 28, 2014		155,000	$	47.75		155,000	$	880,255,856
March 1, 2014 - March 31, 2014		—		—		—	$	605,294,643
Total		155,000	$	47.75		155,000	$	605,294,643

(a) On February 11, 2014, we announced the Repurchase Program to repurchase up to $1 billion of our Class A Shares or Common Stock, through direct buybacks or in open market transactions. All repurchases shown in the table above were made in the open market. In addition to the repurchases shown in the table above, we repurchased approximately 8.2 million Class A Shares for approximately $387.3 million under the Repurchase Program. In accordance with rules of the SEC, Class A Shares are not included in the table above because they are not registered under the Securities Exchange Act of 1934. Repurchases of Class A Shares under the MAC Trusts Share Repurchase Agreement are not made under the Repurchase Program and are not counted against the amount that may be repurchased under it.

(b) At the end of the month shown.

ITEM 4. MINE SAFETY DISCLOSURES

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.

ITEM 6. EXHIBITS

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

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE MOSAIC COMPANY
by:	/S/    ANTHONY T. BRAUSEN
	Anthony T. Brausen Senior Vice President – Finance and Chief Accounting Officer (on behalf of the registrant and as principal accounting officer)

May 6, 2014

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Exhibit Index

Exhibit No	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
4.iii.	Registrant hereby agrees to furnish to the Commission, upon request, with all instruments, other than those previously filed, defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries, to the extent required by rules of the Commission
10.iii.a.	Form of Employee Restricted Stock Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, approved March 17, 2014			X
10.iii.b.	Form of Performance Unit Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, approved March 17, 2014			X
10.iii.c.	Description of amendment, effective March 17, 2014, to outstanding Employee Restricted Stock Unit Award Agreements and Performance Unit Award Agreements approved on or after April 11, 2012 and prior to February 19, 2014 under The Mosaic Company 2004 Omnibus Stock and Incentive Plan			X
10.iii.d.	Form of Performance Share Award Agreement under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, approved March 27, 2014			X
10.iii.e.	Form of Senior Management Severance and Change in Control Agreement, effective April 1, 2014			X
31.1	Certification Required by Rule 13a-14(a).			X
31.2	Certification Required by Rule 13a-14(a).			X
32.1	Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.			X
32.2	Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.			X
95	Mine Safety Disclosures			X
101	Interactive Data Files			X

E-1

EX-10.III.A

Exhibit 10.iii.a

THE MOSAIC COMPANY

RESTRICTED STOCK UNIT AWARD AGREEMENT (201[        ] Award)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this             day of             , 201[        ], by and between The Mosaic Company, a Delaware corporation (the “Company”) and             (the “Participant”). The “Grant Date” shall be             , 201[        ]. The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.

1. Award. The Company hereby grants to Participant an award of             restricted stock units (“RSUs”), each RSU representing the right to receive one share of common stock, par value $.01 per share (the “Common Stock”), of the Company according to the terms and conditions set forth herein and in The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Plan”). The RSUs are granted under Sections 6(c) and (e) of the Plan. A copy of the Plan will be furnished upon request of Participant.

2. Vesting; Forfeiture; Early Vesting.

(a) Except as otherwise provided in this Agreement, the RSUs shall vest in accordance with the following schedule:

On Each of the Following Dates	Number of RSUs Vested
,

(b) Except as provided in Sections 2(c), (d) and (e), if Participant ceases to be an employee of the Company or any Affiliate, whether voluntary or involuntary and whether or not terminated for Cause, prior to vesting of the RSUs pursuant to Section 2(a) hereof, all of Participant’s rights to all of the unvested RSUs shall be immediately and irrevocably forfeited.

(c) Notwithstanding Section 2(b), all of a Participant’s unvested RSU’s shall vest upon the date any of the following events occurs:

(i) Participant’s death;

(ii) Participant is determined to be disabled under the Company’s long term disability plan; or

(iii) Participant retires from the Company with at least five years service at age sixty (60) or older (or pursuant to early retirement with the consent of the Committee).

(d) Notwithstanding Section 2(b) or anything else in this Agreement to the contrary, in the event of a Change in Control (other than a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) the Participant’s RSUs shall vest as of the date of the Change in Control.

Form approved March 17, 2014

(e) Notwithstanding Section 2(b) or anything else in this Agreement to the contrary, in the event Participant experiences a Qualified CIC Termination (other than a Change in Control listed in Section 2(d)) the Participant’s RSUs shall vest as of the date of Participant’s termination of employment.

3. Certain Definitions.

(a) “Change in Control” shall mean:

(i) a majority of the directors of the Company shall be persons other than persons (A) for whose election proxies shall have been solicited by the Board of Directors of the Company, or (B) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships,

(ii) 50% or more of the voting power of all of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”), of the Company is acquired or beneficially owned by any person, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act other than (A) an entity in connection with a Business Combination in which clauses (A) and (B) of subparagraph (iii) apply or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public,

(iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (A) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of Voting Stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (B) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding Voting Stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv) approval by the Company’s stockholders of a definitive agreement or plan to liquidate or dissolve the Company.

Notwithstanding the foregoing, a Change in Control shall not have occurred unless the event satisfies the definition of “change in control” under section 409A of the Internal Revenue Code of 1986, as amended, and any regulations, rules, or guidance thereunder (the “Code”).

(b) “Qualified CIC Termination” shall mean (i) the Company’s termination of Participant’s employment without Cause (or Employee’s termination of employment for Good Reason), and (ii) such

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termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).

(c) “Cause” shall mean (i) the willful and continued failure by Participant substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) Participant’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds or (iii) the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.

(d) “Good Reason” shall mean: (i) a material diminution in authority, duties, or responsibilities; (ii) a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company that Participant move to a location more than fifty (50) miles away from Participant’s regular office location); or (iii) a material diminution in base salary. Good Reason shall not exist if (i) Participant expressly consents to such event in writing, (ii) Participant fails to object in writing to such event within sixty (60) days of its effective date, or (iii) Participant objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Participant. The written notice must describe the basis for Participant’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason.

4. Restrictions on Transfer. The RSUs shall not be transferable other than by will or by the laws of descent and distribution. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. Until the date that the RSUs vest pursuant to Section 2 hereof, none of the RSUs or the shares of Common Stock issuable upon vesting thereof (the “Shares”) may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and any purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company, and no attempt to transfer the RSUs or the Shares, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the RSUs or the Shares. Notwithstanding the foregoing, Participant may, in the manner established pursuant to the Plan, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to the RSUs upon the death of Participant, and Company Common Stock and any other property with respect to the RSUs upon the death of Participant shall be transferable to such beneficiary or beneficiaries or to the person or persons entitled thereto by the laws of descent and distribution, and none of the limitations of the preceding sentence shall in such event apply to such Company Common Stock or other property.

5. Adjustments. If any RSUs vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, or otherwise), Participant shall then receive upon such vesting the number and type of securities or other consideration which Participant would have received if such RSUs had vested prior to the event changing the number or character of the outstanding Common Stock. In the event of a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the

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Exchange Act there shall be substituted for each share of Common Stock available upon vesting of the RSUs granted under this Agreement the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control.

6. Issuance. The Company will issue Shares for vested RSUs at the end of the Performance Period. The Company shall promptly cause to be issued Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any Shares withheld to pay withholding taxes). The value of any fractional Shares shall be paid in cash at the same time.

Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(d), then Participant shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company in an amount based on the number of Shares vested under Section 2(d) multiplied by the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place.

Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(e), then, within ten (10) days of Participant’s Qualified CIC Termination, the Company shall promptly cause to be issued the number and class of whole shares determined under Section 5 hereof registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, subject to Section 8(a). The value of any fractional Shares shall be paid in cash at the same time. To the extent that Section 409A of the Code applies and Participant is a specified employee for purposes of section 409A of the Code, payment shall occur the first day of the seventh month following the date of the Participant’s termination of employment (rather than within ten (10) days of Participant’s Qualified CIC Termination).

Upon the issuance of Shares or payments under this Section, Participant’s RSUs shall be cancelled.

7. Dividend Equivalents. Notwithstanding Section 6 hereof, for record dates that occur before a Share is issued in accordance with Section 6 hereof, Participant shall be entitled to receive, with respect to each Share that is so issued, dividend equivalent amounts if dividends are declared by the Board of Directors on the Company’s Common Stock. The dividend equivalent amounts shall be an amount of cash per share that is issued pursuant to this Agreement equal to the dividends per share paid to common stockholders of the Company on a share of the Company’s Common Stock during the Performance Period. The dividend equivalent amounts shall be accrued (without interest and earnings) rather than paid when a dividend is paid on a share of the Company’s Common Stock. If a RSU is forfeited, the dividend equivalents on the RSU are forfeited. The Company shall pay the dividend equivalents on a RSU when the Company issues a Share for the RSU.

8. Miscellaneous.

(a) Income Tax Matters.

(i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

(ii) In accordance with the terms of the Plan, and such rules as may be adopted under the Plan, Participant may elect to satisfy Participant’s federal and state income tax withholding

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obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares (including but not limited to the payment of dividend equivalents) by having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value and/or cash otherwise to be paid equal to the amount of such taxes. The Company will not deliver any fractional Shares but will pay, in lieu thereof, the Fair Market Value of such fractional Shares. Participant’s election must be made on or before the date that the amount of tax to be withheld is determined.

(iii) To the extent a payment is not paid within the short-term deferral period and is not exempt from Section 409A of the Code (such as the rule exempting payments made following an involuntary termination of up to two times pay) then Section 409A of the Code shall apply. The Company intends this Agreement to comply with Section 409A of the Code and will interpret this Agreement in a manner that complies with Section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Agreement (the Company and its employees shall not be responsible for such taxes and penalties).

(b) Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan.

(c) Rationale for Grant. The RSUs granted pursuant to this Agreement is intended to offer Participant an incentive to put forth maximum efforts in future services for the success of the Company’s business. The RSUs are not intended to compensate Participant for past services.

(d) No Rights of Stockholders. Neither Participant, Participant’s legal representative nor a permissible assignee of this award shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares, unless and until such Shares have been issued in accordance with the terms hereof.

(e) No Right to Employment. The issuance of the RSUs or the Shares shall not be construed as giving Participant the right to be retained in the employ of the Company or an Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without Cause. In addition, the Company or an Affiliate may at any time dismiss Participant from employment free from any liability or any claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. The award granted hereunder shall not form any part of the wages or salary of Participant for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(f) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with

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the internal laws, and not the law of conflicts, of the State of Delaware. Participant hereby submits to the nonexclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to the Plan or the Agreement.

(g) Severability. If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect.

(h) No Trust or Fund Created. Participant shall have no right, title, or interest whatsoever in or to any investments that the Company, its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person.

(i) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

(j) Securities Matters. The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth in the first paragraph.

THE MOSAIC COMPANY

By:

Name:

Title:

PARTICIPANT

Name:

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EX-10.III.B

Exhibit 10.iii.b

THE MOSAIC COMPANY

PERFORMANCE UNIT AWARD AGREEMENT (201[    ] Award)

(Total Shareholder Return)

This PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”) is made this              day of                    , 201[    ] (the “Grant Date”), by and between The Mosaic Company, a Delaware corporation (the “Company”) and              (the “Participant”). The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.

1. Award.

(a) The Company hereby grants to Participant an award of              performance units (“Performance Units”), each Performance Unit representing the opportunity (provided the performance conditions described below are met) to receive a multiple of one share of common stock (including a multiple of 1 and less than 1), par value $.01 per share (the “Common Stock”), of the Company according to the terms and conditions set forth herein and in The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Plan”). The Performance Units are granted under Sections 6(d) and (e) of the Plan. A copy of the Plan will be furnished upon request of Participant.

(b) Calculation of Shares (Performance Requirement). Provided Participant’s Performance Units are not forfeited under Section 2, the number of shares of Common Stock (“Shares”) issued to Participant in exchange for Performance Units (or the cash amount to be paid for Performance Units) shall be equal to the Ending Value, divided by the Starting Value, multiplied by the number of Performance Units awarded under Section 1, subject to the following restrictions and limitations.

(i) No Shares will be issued (and the Performance Units awarded under Section 1 shall be forfeited), if the Ending Value is less than 50% of the Starting Value.

(ii) The maximum number of Shares that may be issued is twice the number of Performance Units awarded under Section 1. In addition to the foregoing, the number of Shares to be issued shall be reduced to the extent necessary so that (a) the value determined by multiplying the Ending Value times the number of Shares actually issued hereunder does not exceed (b) the Starting Value multiplied by 500%, multiplied by the number of Performance Units awarded under Section 1. (For example, if the Starting Value is $50, the Ending Value is $300, and Participant was awarded 100 Performance Units, this provision limits the Shares awarded to Participant to 83-1/3 Shares rather than 200 Shares.) Notwithstanding the foregoing, in the event that dividend equivalents (“Dividend Equivalents”) are payable under Section 7 hereof, the maximum number of shares that may be issued pursuant to the limitations in the first two sentences of this clause (ii) and the amount of Dividend Equivalents otherwise payable shall both be reduced, in proportion to the relative Ending Value of the number of Performance Units otherwise issuable and the amount of Dividend Equivalents otherwise payable, to the extent necessary so that (A) the sum of (I) the Ending Value of the Shares actually issued hereunder plus (II) the amount of Dividend Equivalents actually paid hereunder shall not exceed (III) the Ending Value of twice the number of Performance Units awarded under Section 1, and (B) the sum of (I) the amount determined by multiplying the Ending Value times the number of Shares actually issued hereunder plus (II) the amount of Dividend Equivalents actually paid hereunder does not exceed (III) the Starting Value multiplied by 500% multiplied by the number of Performance Units awarded under Section 1.

Form approved March 17, 2014

(iii) For purposes of this Agreement, the “Starting Value” shall be equal to the 30-day trading average of a share of Common Stock through the date prior to the start of the Grant Date.

(iv) For purposes of this Agreement, the “Ending Value” shall be equal to the sum of the following: (A) the 30-day trading average of a share of Common Stock through the last day of the Performance Period (the “Ending Price”) plus (B) an amount determined assuming that, for record dates that occur before a Share is issued in accordance with Section 6 hereof, dividends at the rate paid or payable on a share of Common Stock were paid on such share of Common Stock. Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under Section 2(e), the Performance Period shall end on the date of Participant’s termination of employment. Furthermore, in the event of a Change in Control described under Section 2(d), the Ending Price shall be an amount not less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place.

2. Vesting; Forfeiture; Early Vesting.

(a) Except as otherwise provided in this Agreement, the Performance Units shall vest (i.e., cease to be subject to any further requirement that the participant continue in employment with the Company or an Affiliate) in accordance with the following schedule:

On Each of the Following Dates	Number of Performance Units Vested
,

Notwithstanding the foregoing and Section 2(c)(iii), Participant’s Performance Units (and accompanying Dividend Equivalents) will not vest as of the specified date unless the sum of the profit and losses for the Company during the three fiscal years preceding the specified date is a positive number. The Compensation Committee shall determine whether this criteria has been satisfied.

(b) Except as provided in Sections 2(c), (d) and (e), if Participant ceases to be an employee of the Company or any Affiliate, whether voluntary or involuntary and whether or not terminated for Cause, prior to vesting of the Performance Units pursuant to Section 2(a) hereof, all of Participant’s rights to all of the unvested Performance Units shall be immediately and irrevocably forfeited.

(c) Notwithstanding Section 2(b), all of a Participant’s unvested Performance Unites shall vest upon the date any of the following events occurs:

(i) Participant’s death;

(ii) Participant is determined to be disabled under the Company’s long term disability plan; or

(iii) Participant retires from the Company with at least five years service at age sixty (60) or older (or pursuant to early retirement with the consent of the Committee).

(d) Notwithstanding Section 2(b) or anything else in this Agreement to the contrary, in the event of a Change in Control (other than a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) the Participant’s Performance Units shall vest as of the date of the Change in Control.

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(e) Notwithstanding Section 2(b) or anything else in this Agreement to the contrary, in the event Participant experiences a Qualified CIC Termination (other than following a Change in Control listed in Section 2(d)) the Participant’s Performance Units shall vest as of the date of Participant’s termination of employment.

3. Certain Definitions.

(a) “Change in Control” shall mean:

(i) a majority of the directors of the Company shall be persons other than persons (A) for whose election proxies shall have been solicited by the Board of Directors of the Company, or (B) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships,

(ii) 50% or more of the voting power of all of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”), of the Company is acquired or beneficially owned by any person, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act other than (A) an entity in connection with a Business Combination in which clauses (A) and (B) of subparagraph (iii) apply or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public,

(iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (A) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of Voting Stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (B) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding Voting Stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv) approval by the Company’s stockholders of a definitive agreement or plan to liquidate or dissolve the Company.

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Notwithstanding the foregoing, a Change in Control shall not have occurred unless the event satisfies the definition of “change in control” under section 409A of the Internal Revenue Code of 1986, as amended, and any regulations, rules, or guidance thereunder (the “Code”).

(b) “Qualified CIC Termination” shall mean (i) the Company’s termination of Participant’s employment without Cause (or Participant’s termination of employment for Good Reason), and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).

(c) “Cause” shall mean (i) the willful and continued failure by Participant substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) Participant’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds or (iii) the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.

(d) “Good Reason” shall mean: (i) a material diminution in authority, duties, or responsibilities; (ii) a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company that Participant move to a location more than fifty (50) miles away from Participant’s regular office location); or (iii) a material diminution in base salary. Good Reason shall not exist if (i) Participant expressly consents to such event in writing, (ii) Participant fails to object in writing to such event within sixty (60) days of its effective date, or (iii) Participant objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Participant. The written notice must describe the basis for Participant’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason.

4. Restrictions on Transfer. The Performance Units shall not be transferable other than by will or by the laws of descent and distribution. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. Until the date that the Performance Units vest pursuant to Section 2 hereof, none of the Performance Units or the Shares issuable upon vesting thereof may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and any purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company, and no attempt to transfer the Performance Units or the Shares, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the Performance Units or the Shares. Notwithstanding the foregoing, Participant may, in the manner established pursuant to the Plan, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to the Performance Units upon the death of Participant, and Company Common Stock and any other property with respect to the Performance Units upon the death of Participant shall be transferable to such beneficiary or beneficiaries or to the person or persons entitled thereto by the laws of descent and distribution, and none of the limitations of the preceding sentence shall in such event apply to such Company Common Stock or other property.

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5. Adjustments. If any Performance Units vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, or otherwise), Participant shall then receive upon such vesting the number and type of securities or other consideration which Participant would have received if such Performance Units had vested prior to the event changing the number or character of the outstanding Common Stock. In the event of a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act there shall be substituted for each share of Common Stock available upon vesting of the Performance Units granted under this Agreement the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In addition, the Compensation Committee shall adjust the Ending Value to appropriately reflect the adjustment provided for in the preceding sentence.

6. Issuance. The Company will issue Shares for vested Performance Units at the end of the Performance Period. The Company shall promptly cause to be issued Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any Shares withheld to pay withholding taxes). The value of any fractional Shares shall be paid in cash at the same time.

Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(d), then Participant shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company in an amount based on the number of Shares calculated under Section 1(b) multiplied by the excess, if any, of the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place.

Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(e), then Participant, or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, within ten (10) days of Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Shares calculated under Section 1(b) (as adjusted pursuant to Section 5) multiplied by the Ending Price, subject to Section 8(a). To the extent that Section 409A of the Code applies and Participant is a specified employee for purposes of section 409A of the Code, payment shall occur the first day of the seventh month following the date of the Participant’s termination of employment (rather than within ten (10) days of Participant’s Qualified CIC Termination).

Upon the issuance of Shares or payments under this Section, Participant’s Performance Units shall be cancelled.

7. Dividend Equivalents. Notwithstanding Section 6 hereof, for record dates that occur before a Share is issued in accordance with Section 6 hereof, Participant shall be entitled to receive, with respect to each Share that is so issued, Dividend Equivalent amounts if dividends are declared by the Board of Directors on the Company’s Common Stock. The Dividend Equivalent amounts shall be an amount of cash per share that is issued pursuant to this Agreement equal to the dividends per share paid or payable to common stockholders of the Company on a share of the Company’s Common Stock. The Dividend Equivalent amounts shall be accrued (without interest and earnings) rather than paid when a dividend is paid on a share of the Company’s Common Stock. If a Performance Unit is forfeited, the Dividend Equivalents on the Performance Unit are forfeited. The Company shall pay the Dividend Equivalents on a Performance Unit when the Company issues a Share for the Performance Unit or makes a cash payment pursuant to Section 6.

8 Miscellaneous.

(a) Income Tax Matters.

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(i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

(ii) In accordance with the terms of the Plan, and such rules as may be adopted under the Plan, Participant may elect to satisfy Participant’s federal and state income tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares (including but not limited to the payment of Dividend Equivalents) by having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value and/or cash otherwise to be paid equal to the amount of such taxes. The Company will not deliver any fractional Shares but will pay, in lieu thereof, the Fair Market Value of such fractional Shares. Participant’s election must be made on or before the date that the amount of tax to be withheld is determined.

(iii) To the extent a payment is not paid within the short-term deferral period and is not exempt from Section 409A of the Code (such as the rule exempting payments made following an involuntary termination of up to two times pay) then Section 409A of the Code shall apply. The Company intends this Agreement to comply with Section 409A of the Code and will interpret this Agreement in a manner that complies with Section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Agreement (the Company and its employees shall not be responsible for such taxes and penalties).

(b) Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan.

(c) Rationale for Grant. The Performance Units granted pursuant to this Agreement is intended to offer Participant an incentive to put forth maximum efforts in future services for the success of the Company’s business. The Performance Units are not intended to compensate Participant for past services.

(d) No Rights of Stockholders. Neither Participant, Participant’s legal representative nor a permissible assignee of this award shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares, unless and until such Shares have been issued in accordance with the terms hereof.

(e) No Right to Employment. The issuance of the Performance Units or the Shares shall not be construed as giving Participant the right to be retained in the employ of the Company or an Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without Cause. In addition, the Company or an Affiliate may at any time dismiss Participant from employment free from any liability or any claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. The award granted hereunder shall not form any part of the wages or salary of Participant for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the

6

Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(f) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Delaware. Participant hereby submits to the nonexclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to the Plan or the Agreement.

(g) Severability. If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect.

(h) No Trust or Fund Created. Participant shall have no right, title, or interest whatsoever in or to any investments that the Company, its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person.

(i) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

(j) Securities Matters. The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth in the first paragraph.

THE MOSAIC COMPANY

By:

Name:

Title:

PARTICIPANT

Name:

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EX-10.III.C

Exhibit 10.iii.c.

Description of Amendment

to

Certain Outstanding Employee Restricted Stock Unit Award Agreements

and

Performance Unit Award Agreements

On March 17, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of The Mosaic Company (the “Company”) amended each outstanding Employee Restricted Stock Unit Award Agreement and Performance Unit Award Agreement for awards approved on or after April 11, 2012 and prior to February 19, 2014 to provide that, in the event of the participant’s disability or retirement at age 60 or older (or early retirement with the Committee’s consent), such award will fully vest. Shares of Common Stock, par value $0.01 per share, of the Company in payment of such vested awards will continue to be issued at the time specified in such awards.

EX-10.III.D

Exhibit 10.iii.d

THE MOSAIC COMPANY

COST REDUCTION INCENTIVE

PERFORMANCE SHARE AWARD AGREEMENT

This PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”) is made this              day of                     , 2014 (the “Grant Date”), by and between The Mosaic Company, a Delaware corporation (the “Company”) and              (the “Participant”). The “Performance Period” shall mean the period beginning on January 1, 2014 and ending on December 31, 2016.

1. Award.

(a) The Company hereby grants to the Participant a Performance Award under The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Plan”) consisting of              performance shares (each such performance share, a “Performance Share,” collectively, the “Performance Shares” and the number of a Participant’s Performance Shares sometimes referred to herein as the “No. of Participant’s Performance Shares”). Each Performance Share represents the opportunity (provided the performance conditions described below are met) to receive a multiple of one share of common stock (including a multiple of 1 and less than 1), par value $.01 per share (the “Common Stock”), of the Company according to the terms and conditions set forth herein, in the Plan and in the resolutions (the “Resolutions”) adopted by the Board of Directors (the “Board”) of the Company and Compensation Committee (the “Committee”) of the Board, including but not limited to applicable definitions and the manner of making determinations and calculations relating to this Agreement and the Performance Shares. The Performance Shares are granted under Sections 6(d) and (e) of the Plan. A copy of the Plan and the Resolutions will be furnished upon request of the Participant. This Performance Award is intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code.

(b) Participant’s Sub-plan: The Participant is initially in the              sub-plan (the “Participant’s Sub-plan”).

(c) Calculation of Payout (Performance Requirement). Provided the Participant’s Performance Shares are not forfeited under Section 2, the number of shares of Common Stock, par value $0.01 of the Company (“Common Shares”) issued to the Participant in exchange for Performance Shares shall be determined as set forth below:

(i) Phosphates and Potash Sub-plan Participants: For a Participant in the Phosphates or Potash sub-plan, the number of Common Shares issued to such Participant shall equal the total number of the Participant’s Performance Shares as set forth above multiplied by the applicable Payout Percentage (the “Payout %”) for the Participant’s sub-plan determined as follows:

SUB-PLAN	GOAL	2016 CONTROLLABLE OPERATING COSTS/TONNE ACHIEVED		PAYOUT %
Phosphates	Maximum	$	146.01		150	%
	Target	$	148.67		100	%
	Minimum	$	155.34		50	%
Potash	Maximum	$	96.88		150	%
	Target	$	99.08		100	%
	Minimum	$	104.57		50	%

Achievement of performance levels between amounts set forth in the table above shall be interpolated on a straight-line basis. The Committee shall determine the level of 2016 Controllable Operating Costs/Tonne that has been achieved.

(ii) Participants in Other Sub-plans: For a Participant whose Sub-plan is not the Phosphates or Potash Sub-Plan, the number of Common Shares issued to such Participant shall be equal to the sum of the following:

(No. of Participant’s Performance Shares multiplied by 50%

multiplied by Payout % for Phosphates Sub-plan from Section 1(c)(i) above)

+

(No. of Participant’s Performance Shares multiplied by 50%

multiplied by Payout % for Potash Sub-plan from Section 1(c)(i) above)

(iii) Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under Section 2(d), if the Performance Period has not previously ended, the Performance Period shall end on the date of Participant’s termination of employment and the number of Common Shares issued to such Participant shall equal the greater of (a) the total number of the Participant’s Performance Shares as set forth above in Section 1(a), or (b) the number of Common Shares determined in the manner provided under Section 1(c) but substituting for 2016 Controllable Operating Costs/Tonne Achieved the level of Controllable Operating Costs/Tonne Achieved for the most recent fiscal year of the Company for which such information is then available. .

2. Vesting; Forfeiture; Early Vesting.

(a) Except as otherwise provided in this Agreement, the Performance Shares shall vest (i.e., cease to be subject to any further requirement that the participant continue in employment with the Company or an Affiliate) on December 31, 2016.

(b) Except as provided in Sections 2(c) and (d), if Participant ceases to be an employee of the Company or any Affiliate, whether voluntary or involuntary and whether or not terminated for Cause, prior to vesting of the Performance Shares pursuant to Section 2(a) hereof, all of Participant’s rights to all of the unvested Performance Shares shall be immediately and irrevocably forfeited.

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(c) Notwithstanding Sections 2(a) and 2(b), all of a Participant’s unvested Performance Shares shall vest upon the date any of the following events occurs:

(i) Participant’s death;

(ii) Participant is determined to be disabled under the Company’s long term disability plan; or

(iii) Participant retires from the Company with at least five years service at age sixty or older (or pursuant to early retirement with the consent of the Committee).

(d) Notwithstanding Section 2(b) or anything else in this Agreement to the contrary, in the event Participant experiences a Qualified CIC Termination the Participant’s unvested Performance Shares shall vest as of the date of Participant’s termination of employment.

3. Certain Definitions.

(a) “Change in Control” shall mean:

(i) a majority of the directors of the Company shall be persons other than persons (A) for whose election proxies shall have been solicited by the Board of Directors of the Company, or (B) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships,

(ii) 50% or more of the voting power of all of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”), of the Company is acquired or beneficially owned by any person, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act other than (A) an entity in connection with a Business Combination in which clauses (A) and (B) of subparagraph (iii) apply or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public,

(iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (A) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of Voting Stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (B) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding Voting Stock (or comparable equity interests) of the surviving or acquiring entity), or

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(iv) approval by the Company’s stockholders of a definitive agreement or plan to liquidate or dissolve the Company.

Notwithstanding the foregoing, a Change in Control shall not have occurred unless the event satisfies the definition of “change in control” under section 409A of the Internal Revenue Code of 1986, as amended, and any regulations, rules, or guidance thereunder (the “Code”).

(b) “Qualified CIC Termination” shall mean (i) the Company’s termination of Participant’s employment without Cause (or Participant’s termination of employment for Good Reason), and (ii) such termination occurs either (A) upon, or within two years after, the occurrence of a Change in Control of the Company, or (B) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).

(c) “Cause” shall mean (i) the willful and continued failure by Participant substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) Participant’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds or (iii) the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.

(d) “Good Reason” shall mean: (i) a material diminution in authority, duties, or responsibilities; (ii) a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company that Participant move to a location more than fifty (50) miles away from Participant’s regular office location); or (iii) a material diminution in base salary. Good Reason shall not exist if (i) Participant expressly consents to such event in writing, (ii) Participant fails to object in writing to such event within sixty (60) days of its effective date, or (iii) Participant objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Participant. The written notice must describe the basis for Participant’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason.

4. Restrictions on Transfer. The Performance Shares shall not be transferable other than by will or by the laws of descent and distribution. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. Until the date that the Performance Shares vest pursuant to Section 2 hereof, none of the Performance Shares or the Common Shares issuable upon vesting thereof may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and any purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company, and no attempt to transfer the Performance Shares or the Common Shares issuable upon vesting thereof, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the Performance Shares or such Common Shares. Notwithstanding the foregoing, Participant may, in the manner established pursuant to the Plan, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to the Performance Shares upon the death of Participant, and Company Common Stock and any other property with respect to the Performance Shares upon the death of Participant shall be transferable to such beneficiary or beneficiaries or to the person or persons entitled thereto by the laws of descent and distribution, and none of the limitations of the preceding sentence shall in such event apply to such Company Common Stock or other property.

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5. Adjustments. If any Performance Shares vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, or otherwise), Participant shall then receive upon such vesting the number and type of securities or other consideration which Participant would have received if such Performance Shares had vested prior to the event changing the number or character of the outstanding Common Stock. In the event of a Change in Control in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act there shall be substituted for each share of Common Stock available upon vesting of the Performance Shares granted under this Agreement the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control.

6. Issuance. The Company will issue Common Shares for vested Performance Shares at the end of the Performance Period. The Company shall, as promptly as reasonably practicable after the Payout % has been determined in accordance with the Plan, the Resolutions and this Agreement,, cause to be issued Common Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Common Shares (less any Common Shares withheld to pay withholding taxes). The value of any fractional Common Shares shall be paid in cash at the same time.

Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(d), then Participant, or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, within ten (10) days of Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Common Shares calculated under Section 1(c)(iv) multiplied by the closing price per Common Share on the New York Stock Exchange on the last trading day of the Performance Period but not less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place (the “Ending Price”), subject to Section 8(a). The number of Common Shares determined as provided in the preceding sentence and the Ending Price shall be appropriately adjusted to reflect all adjustments provided for in Section 5. To the extent that Section 409A of the Code applies and Participant is a specified employee for purposes of section 409A of the Code, payment shall occur the first day of the seventh month following the date of the Participant’s termination of employment (rather than within ten (10) days of Participant’s Qualified CIC Termination).

Upon the issuance of Common Shares or payments under this Section, Participant’s Performance Shares shall be cancelled.

7. Dividend Equivalents. Notwithstanding Section 6 hereof, for record dates that occur before a Common Share is issued in accordance with Section 6 hereof, Participant shall be entitled to receive, with respect to each Common Share that is so issued, Dividend Equivalent amounts if dividends are declared by the Board of Directors on the Company’s Common Stock. The Dividend Equivalent amounts shall be an amount of cash per share that is issued pursuant to this Agreement equal to the dividends per share paid or payable to common stockholders of the Company on a share of the Company’s Common Stock. The Dividend Equivalent amounts shall be accrued (without interest and

5

earnings) rather than paid when a dividend is paid on a share of the Company’s Common Stock. If a Performance Share is forfeited, the Dividend Equivalents on the Performance Share are forfeited. The Company shall pay the Dividend Equivalents on a Performance Share when the Company issues a Common Share for the Performance Share or makes a cash payment pursuant to Section 6.

8 Miscellaneous.

(a) Income Tax Matters.

(i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

(ii) In accordance with the terms of the Plan, and such rules as may be adopted under the Plan, Participant may elect to satisfy Participant’s federal and state income tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares (including but not limited to the payment of Dividend Equivalents) by having the Company withhold a portion of the Common Shares otherwise to be delivered having a Fair Market Value and/or cash otherwise to be paid equal to the amount of such taxes. The Company will not deliver any fractional Common Shares but will pay, in lieu thereof, the Fair Market Value of such fractional Common Shares. Participant’s election must be made on or before the date that the amount of tax to be withheld is determined.

(iii) To the extent a payment is not paid within the short-term deferral period and is not exempt from Section 409A of the Code (such as the rule exempting payments made following an involuntary termination of up to two times pay) then Section 409A of the Code shall apply. The Company intends this Agreement to comply with Section 409A of the Code and will interpret this Agreement in a manner that complies with Section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Agreement (the Company and its employees shall not be responsible for such taxes and penalties).

(b) Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan.

(c) Rationale for Grant. The Performance Shares granted pursuant to this Agreement is intended to offer Participant an incentive to put forth maximum efforts in future services for the success of the Company’s business. The Performance Shares are not intended to compensate Participant for past services.

(d) No Rights of Stockholders. Neither Participant, Participant’s legal representative nor a permissible assignee of this award shall have any of the rights and privileges of a stockholder of the Company with respect to any Shares, unless and until Common Shares have been issued in accordance with the terms hereof.

6

(e) No Right to Employment. The issuance of the Performance Shares or the Common Shares shall not be construed as giving Participant the right to be retained in the employ of the Company or an Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without Cause. In addition, the Company or an Affiliate may at any time dismiss Participant from employment free from any liability or any claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. The award granted hereunder shall not form any part of the wages or salary of Participant for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

(f) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Delaware. Participant hereby submits to the nonexclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to the Plan or the Agreement.

(g) Severability. If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect.

(h) No Trust or Fund Created. Participant shall have no right, title, or interest whatsoever in or to any investments that the Company, its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person.

(i) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

(j) Securities Matters. The Company shall not be required to deliver Common Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

7

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth in the first paragraph.

THE MOSAIC COMPANY

By:

Name:

Title:

PARTICIPANT

Name:

8

EX-10.III.E

Exhibit 10.iii.e

SENIOR MANAGEMENT SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Senior Management Severance and Change in Control Agreement (“Agreement”) is made and entered into effective as of             day of                     , 2014 (“Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and                      (“Employee”), a resident of                     , Minnesota, for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.

RECITALS

WHEREAS, the Company has employed Employee as                     and Employee desires to serve in that capacity;

WHEREAS, Employee is a key member of the management of the Company and is expected to devote substantial skill and effort to the affairs of the Company, and the Company desires to recognize the significant personal contribution that Employee makes and is expected to continue to make to further the best interests of the Company and its shareholders;

WHEREAS, as a further term and condition of Employee’s employment, the Company desires to provide Employee the opportunity to receive certain benefits upon termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below;

WHEREAS, it is desirable and in the best interests of the Company and its shareholders to continue to obtain the benefits of Employee’s services and attention to the affairs of the Company. It is desirable and in the best interests of the Company and its shareholders to provide inducement for Employee (1) to remain in the service of the Company in the event of any proposed or anticipated change in control of the Company and (2) to remain in the service of the Company in order to facilitate an orderly transition in the event of a change in control of the Company;

WHEREAS, it is desirable and in the best interests of the Company and its shareholders that Employee be in a position to make judgments and advise the Company with respect to proposed changes in control of the Company without regard to the possibility that Employee’s employment may be terminated without compensation in the event of certain changes in control of the Company;

WHEREAS, Employee understands that Employee’s receipt of the benefits provided for in this Agreement depends on, among other things, Employee’s willingness to execute a General Release of Claims in favor of the Company upon termination and to agree to and abide by the non-disclosure, non-competition, and non-solicitation covenants contained in this Agreement;

WHEREAS, it is desirable and in the best interests of the Company and its shareholders to protect confidential, proprietary and trade secret information of the Company, to prevent unfair competition by former executives of the Company following separation of their

employment with the Company and to secure cooperation from former executives with respect to matters related to their employment with the Company; and

WHEREAS, Employee understands that nothing in this Agreement limits the Company’s right to terminate Employee’s employment at any time and for any reason.

NOW THEREFORE, in consideration of Employee’s employment with the Company and the foregoing premises, the mutual covenants set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee and the Company agree as follows:

AGREEMENT

1. Limited Right to Certain Benefits upon Termination. Nothing in this Agreement guarantees Employee continued employment with the Company or otherwise limits the Company’s right to terminate Employee’s employment at any time and for any reason. In the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason (as each term is defined below), however, Employee shall be eligible to receive certain benefits upon satisfaction of certain conditions, as set forth in this Agreement below. Such benefits are not available to Employee under this Agreement in the event of a termination by the Company with Cause, by Employee without Good Reason, or due to Employee’s death or disability.

2. Termination by Company for “Cause.” In the event the Company terminates Employee’s employment for Cause, the Company’s obligations to Employee hereunder shall terminate, except as to amounts already earned by but unpaid to Employee as of the effective date of termination. Employee’s continuing obligations to the Company under this Agreement, however, shall remain in full force and effect, including without limitation with respect to non-disclosure, non-competition, and non-solicitation. For purposes of this Agreement, Cause means a good faith determination by the Company of an act or omission by Employee amounting to:

(i) a material breach of any of Employee’s obligations to the Company under the terms of this Agreement;

(ii) the gross neglect or willful failure or refusal of Employee to perform the duties of Employee’s position or such other duties reasonably assigned to Employee by the Company;

(iii) any act of personal dishonesty taken by Employee and intended to result in substantial personal enrichment of Employee at the expense of the Company;

(iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or Employee’s reputation or business relationships;

(v) perpetration of an intentional and knowing fraud against or affecting the Company or any customer, supplier, client, agent, or employee thereof;

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(vi) conviction (including conviction on a nolo contendere, no contest, or similar plea) of a felony or any crime involving fraud, dishonesty, or moral turpitude; or

(vii) material breach of the Company’s Code of Business Conduct and Ethics.

3. Termination by the Company Due To Employee’s Death or Disability. Employee’s employment shall terminate immediately upon Employee’s death or upon a finding and declaration by the Company, determined in good faith and subject to applicable law, that Employee is unable to carry out Employee’s essential job functions to any substantial degree by reason of illness or disability. In either such case, the Company’s obligations to Employee hereunder shall terminate, except as to amounts already earned by but unpaid to Employee, as of the effective date of termination. Employee’s continuing obligations to the Company under this Agreement, however, shall remain in full force and effect, including without limitation with respect to non-disclosure, non-competition, and non-solicitation.

4. Termination by the Company without Cause. The Company may elect to involuntarily terminate Employee’s employment without Cause at any time, with or without prior notice to Employee, in which case Employee shall receive amounts already earned by but unpaid to Employee as of the effective date of termination and be eligible for the following additional benefits:

(a) Severance.

[(i)] Employee shall be eligible to receive an amount equal to one times Employee’s annual base salary in effect as of the date of termination.

[(ii) If Employee’s termination is a Qualified CIC Termination, Employee shall be eligible to receive an amount equal to an additional     ¹ times Employee’s annual base salary in effect as of the date of termination. ]

(b) Additional Payout.

[(i)] Employee shall be eligible to receive a payout equal to Employee’s annual target bonus percent established for the bonus year prior to the bonus year in which Employee’s date of termination is effective (or such greater percent as shall be designated by the Compensation Committee of the Company’s Board of Directors from time to time) multiplied by Employee’s annual base salary in effect as of the date of termination.

[(ii) If Employee’s termination is a Qualified CIC Termination, Employee shall be eligible to receive an amount equal to an additional     ¹ times Employee’s annual target bonus percent for the prior bonus year (or such greater percent as shall be designated by the Compensation Committee of the Company’s Board of Directors from time to time) multiplied by Employee’s annual base salary in effect as of the date of termination.]

¹  Two/Chief Executive Officer; one/other participating executive officers; to be deleted for other participants unless otherwise authorized.

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(c) If Employee is participating in any Company-provided life insurance or health flexible spending account programs, then Employee may elect to continue coverage under such programs (in accordance with the terms of those programs). In addition, if Employee is participating in any Company-provided group medical and/or dental plans subject to Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, or similar state law (“COBRA”), and Employee timely elects coverage and satisfies all enrollment and payment procedures, then the Company will reimburse Employee for a portion of the premium costs to continue coverage under its medical and/or dental plans equal to the portion the Company would pay for such coverage as if Employee were an active employee, from the date of termination until the earlier of (i) twelve (12) months following the date of termination or (ii) the date on which Employee is no longer eligible for COBRA; provided, however, that if the termination is a Qualified CIC Termination then instead of reimbursing Employee for the Company’s portion, the Company will pay Employee an amount equal to 18 months the premium costs to continue coverage under its medical and/or dental plans and its life insurance plans equal to the portion the Company would pay for such coverage as if Employee were an active employee.

(d) If Employee was employed by the Company for three months or more during the fiscal year in which the termination of employment is effective (or, in the case of a Qualified CIC Termination, one day or more during such fiscal year), the Company will pay to Employee a pro rata portion (based on the number of months of employment during such fiscal year, with employment on any day of a month being deemed a month of employment) of any annual bonus that would have been payable to Employee for such fiscal year based on actual performance under the Management Incentive Plan (or a successor to such plan) determined upon completion of the fiscal year as if Employee had been in the employ of the Company for the full fiscal year (no amount shall be payable if Employee was employed for less than three months or, in the case of a Qualified CIC Termination, less than one day during such fiscal year).

(e) The Company will pay Employee any unused earned vacation as of the date of Employee’s termination of employment, in accordance with the policies and practices of the Company in effect from time to time.

(f) The Company will offer Employee reasonable outplacement services commensurate with Employee’s position and experience for a period ending the earlier of (i) twelve (12) months following Employee’s termination of employment, or (ii) Employee finds new employment, up to a maximum of $25,000 (cash will not be paid in lieu of outplacement services); provided, however, that if the termination is a Qualified CIC Termination then instead of paying for reasonable outplacement services the Company will pay Employee $25,000.

(g) If Employee’s termination is a Qualified CIC Termination and Employee is covered under an executive life insurance plan and/or an executive disability plan, upon a Qualified CIC Termination the Company will pay Employee an amount equal to 18 months the premium costs to continue coverage under these executive

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life insurance and/or executive disability plan equal to the portion the Company would pay for such coverage as if Employee were an active employee. If Employee’s termination is a Qualified CIC Termination and Employee has not received reimbursement for an executive physical examination in the year of Employee’s termination, the Company will pay Employee $10,000. If Employee’s termination is a Qualified CIC Termination and Employee has not received reimbursement for financial planning in year of Employee’s termination, the Company will pay Employee $7,000.

(h) The amount of any severance payable to Employee under Section 4 shall be reduced on a dollar-for-dollar basis by the amount of any other compensation or remuneration Employee receives from the Company for work performed as an employee, independent contractor, or consultant during the twelve (12) months following Employee’s termination of employment, and by any other compensation to which Employee may be entitled under any other severance plan or program of the Company.

(i) The Company shall pay the severance payment under Section 4(a)(i) on the date that is sixty (60) days after the date of Employee’s termination of employment. The Company shall pay the severance payment under Section 4(a)(ii) on the date that is six (6) months after the date of Employee’s termination of employment. The Company shall pay the bonuses under Section 4(b) and Section 4(d) during the calendar year after the end of the fiscal year to which the bonuses relate at the same time as other salaried employees are paid their bonuses. The Company shall reimburse premiums as provided under Section 4(c) and pay reasonable outplacement costs as provided under Section 4(f) beginning as of the date of Employee’s termination of employment; provided, however, that if Employee’s termination is a Qualified CIC Termination the amounts will be paid on the date that is six (6) months after the date of Employee’s termination of employment. The Company shall pay the Employee the accrued vacation under Section 4(e) within 60 days following termination of employment. If Employee’s termination is a Qualified CIC Termination, the Company shall pay the amounts under Section 4(g) on the date that is six (6) months after the date of Employee’s termination of employment. Notwithstanding the foregoing, the Company is not required to make any payments due on or after the date that is sixty (60) days after the date of Employee’s termination of employment unless by that date Employee has signed, provided to the Company, and not rescinded a General Release of Claims in favor of the Company attached as Exhibit A (and the rescission period has expired). In addition, each payment by the Company made on and after the date of Employee’s termination of employment is conditioned upon (i) Employee cooperating with the transition of Employee’s duties and responsibilities for the Company, and (ii) Employee continuing to abide by all of Employee’s obligations to the Company, including without limitation the non-disclosure, non-competition, and non-solicitation covenants contained in Section 8 of this Agreement.

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The payments under this Section 4 are conditioned upon the lapse of a substantial risk of forfeiture (Employee’s involuntary termination or Qualified CIC Termination, which also requires an involuntary termination). To the extent any payment is not paid within the short-term deferral period and is not exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations, rules, or guidance thereunder (the “Code”)) (such as the rule exempting payments made following an involuntary termination of up to two times pay) then Section 409A of the Code shall apply. The Company intends this Agreement to comply with Section 409A of the Code and will interpret this Agreement in a manner that complies with Section 409A of the Code. For example, to the extent required, “termination” and related terms shall mean a separation from service as defined under Section 409A of the Code.

(j) Notwithstanding anything in this Agreement to the contrary, if Employee is a specified employee (as defined under Section 409A of the Code) at the time of Employee’s termination of employment, to the extent payments under Section 4 are subject to Section 409A of the Code, the payments shall be made as of the later of (i) the date of payment provided for in Section 4(i), or (ii) the first day of the seventh month following the date of Employee’s termination of employment.

(k) Any amounts payable hereunder will be subject to required withholdings, deductions, and tax reporting requirements.

(l) Notwithstanding any other provision of this Agreement, if the payments under this Agreement, or under any other agreement with, or plan of, the Company or its affiliates (“Total Payments”), would constitute an “excess parachute payment” that is subject to the tax (“Excise Tax”) imposed by Section 4999 of Code, then the Company will determine whether Employee’s best net benefit when taking into account the effect of the Excise Tax (“Best Net Benefit”) is (i) to receive the payments provided for under this Agreement, or (ii) to have payments under this Agreement reduced and forfeited to reduce or avoid the Excise Tax. If the Best Net Benefit is achieved by reducing payments, the reduction shall be made by first reducing and forfeiting payments under this Section 4 not subject to Section 409A of the Code and, if additional reductions are necessary to achieve the Best Net Benefit, then reducing and forfeiting payments under this Section 4 subject to Section 409A. In no event shall payments subject to Section 409A of the Code be forfeited before all payments not subject to Section 409A of the Code have been forfeited. Payments shall be forfeited in the following sequence, provided that if a payment subject to Section 409A of the Code comes before a payment not subject to it, the payment subject to Section 409A shall be moved and placed at the end of the list: first under Section 4(g), second under Section 4(f), third under Section 4(c), fourth under Section 4(a), fifth under Section 4(e), sixth under Section 4(b), and seventh under Section 4(d).

For purposes of this Agreement, Qualified CIC Termination means (i) the Company’s termination of Employee’s employment without Cause (or Employee’s termination of employment for Good Reason), and (ii) such termination occurs either (1) upon, or within two years after, the occurrence

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of a Change in Control of the Company (as defined in Section 7 below), or (2) at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 7(b), (c) or (e) below (so long as such Change in Control occurs within six months after the effective date of such termination).

5. Termination by the Employee with Good Reason. Employee may terminate Employee’s employment with the Company for “Good Reason,” which, for purposes of this Agreement shall mean:

(a) a material diminution in authority, duties, or responsibilities;

(b) a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company that Employee move his regular office to a location more than 50 miles from Employee’s Company office as of the Agreement Date); or

(c) a material diminution in base salary.

Good Reason shall not exist if (i) Employee expressly consents to such event in writing, (ii) Employee fails to object in writing to such event within sixty (60) days of its effective date, or (iii) Employee objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Employee. The written notice must describe the basis for Employee’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason. Employee agrees to continue to perform the duties of Employee’s position and to otherwise cooperate with the Company throughout this entire notice period. If the Good Reason is not cured by the Company and Employee then terminates employment effective within thirty (30) days following the expiration of the Company’s cure period, Employee shall receive amounts already earned by but unpaid to Employee as of the effective date of termination and be paid or reimbursed for additional benefits in the same manner as set forth in Sections 4(a) through 4(j) above.

6. Termination by Employee without Good Reason. Employee may elect to terminate Employee’s employment at any time and for any reason, upon thirty (30) days’ prior written notice to the Company. Employee agrees to continue to perform the duties of Employee’s position and to otherwise cooperate with the Company throughout this entire notice period. The Company may, however, upon receiving such notice of termination, elect to make the termination effective at any earlier time during the notice period. In either case if such termination is without Good Reason, salary and benefits shall be paid to Employee through Employee’s effective termination date only, and the Company shall have no further obligation to Employee. Employee’s continuing obligations to the Company under this Agreement, however, shall remain in full force and effect, including without limitation with respect to non-disclosure, non-competition, and non-solicitation.

7. Change in Control. A “Change in Control” shall occur when

(a) a majority of the directors of the Company shall be persons other than persons

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(i) for whose election proxies shall have been solicited by the Board of Directors of the Company or

(ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships,

(b) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) of the Company is acquired or beneficially owned by any person, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) other than (i) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (c) apply or (ii) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public,

(c) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group that is unaffiliated with Cargill beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(d) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

8. Non-Disclosure, Non-Solicitation, and Non-Competition Covenants. In consideration of the opportunity to receive certain benefits in the event of termination of employment by the Company without Cause, Employee agrees, both during Employee’s

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employment and following termination of this Agreement or termination of Employee’s employment by either party, at any time, for any reason, as follows:

(a) Non-Disclosure.

(i) Employee acknowledges that Employee has received and will continue to receive access to confidential and proprietary business information or trade secrets (“Confidential Information”) about the Company, that this information was obtained by the Company at great expense and is reasonably protected by the Company from unauthorized disclosure, and that Employee’s possession of this special knowledge is due solely to Employee’s employment with the Company. In recognition of the foregoing, Employee will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party any Confidential Information relating to the Company’s business, including its products, production methods, and development; manufacturing and business methods and techniques; trade secrets, data, specifications, developments, inventions, engineering and research activity; marketing and sales strategies, information and techniques; long and short term plans; current and prospective dealer, customer, vendor, supplier and distributor lists, contacts and information; financial, personnel and information system information; and any other information concerning the business of the Company which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of Employee’s duties.

(ii) Upon termination of employment with the Company, Employee shall deliver to a designated Company representative all records, documents, hardware, software, and all other Company property and all copies thereof in Employee’s possession. Employee acknowledges and agrees that all such materials are the sole property of the Company and that Employee will certify in writing to the Company at the time of termination that Employee has complied with this obligation.

(b) Non-Solicitation.

(i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee

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agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information.

(ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent.

(iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company.

(iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

(c) Non-Competition.

(i) Employee covenants and agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, he will not, in any geographic market in which Employee worked on behalf of the Company during the twenty-four (24) months preceding termination of employment for any reason, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant or in any other capacity, a business competitive with

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that conducted by the Company. A “business competitive with that conducted by the Company” shall mean any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which the Company is engaged in or preparing to engage in as of the date of Employee’s termination of employment. To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to 1% of the outstanding shares of a publicly-traded company) or to consult, work in, direct or have responsibility for any area of such business, including but not limited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development.

(ii) During Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee certifies and agrees that he will notify the CEO/President of the Company of his employment or other affiliation with any potentially competitive business or entity prior to the commencement of such employment or affiliation. Employee may make a written request to the CEO/President for modification of this non-competition covenant; the CEO/President will determine, in his sole discretion, if the requested modification will be harmful to the Company’s business interests; and the CEO/President will notify Employee in writing of the terms of any permitted modification or of the rejection of the requested modification.

For purposes of this Section 8, the Company shall include any existing or future subsidiaries of the Company. A subsidiary of the Company shall include a corporation, limited liability company or other entity, a majority of the voting power, the then outstanding shares (or a comparable voting equity interests) entitled to vote in the general election of directors (or persons filling similar governing positions in non-corporate entities) of which is owned by the Company directly or indirectly or individually through another subsidiary of the Company.

9. Company Remedies. Employee acknowledges and agrees that the restrictions and agreements contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company, that the services to be rendered by Employee as an employee of the Company are of a special, unique and extraordinary character, that it would be difficult to replace such services and that any violation of Section 8 of this Agreement would be highly injurious to the Company, that Employee’s violation of any provision of Section 8 of this Agreement would cause the Company irreparable harm that would not be adequately compensated by monetary damages and that the remedy at law for any breach of any of the provisions of Section 8 will be inadequate. Employee further acknowledges that Employee has requested, or has had the opportunity to request, that legal counsel review this Agreement, and having exhausted such right, agrees to the terms herein without reservation. Accordingly, Employee specifically agrees that the Company shall be entitled, in addition to any remedy at law or in equity, to preliminary and permanent injunctive relief and specific performance for any

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actual or threatened violation of this Agreement and to enforce the provisions of Section 8 of this Agreement, and that such relief may be granted without the necessity of proving actual damages and without the necessity of posting any bond. This provision with respect to injunctive relief shall not, however, diminish the right to claim and recover damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive relief.

10. Governing Law. This Agreement shall be governed by and construed under Minnesota law, without regard to its conflict of laws principles. In the event that any provision of this Agreement is held unenforceable, such provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. In the event that any provision is held to be overbroad, such provision shall be deemed amended to narrow its application to the extent necessary to render the provision enforceable according to applicable law.

11. Taxes.

(a) The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company shall determine is required to be withheld pursuant to any applicable law or regulation.

(b) This Agreement is intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions. To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall automatically be modified in a manner that, in the good-faith opinion of the Company, brings the provision into compliance with those requirements while preserving as closely as possible the original intent of the provision and this Agreement. In particular, and without limiting the preceding sentence, any payment under this Agreement that would otherwise be treated as deferred compensation under Section 409A of the Code shall be delayed until the first day of the seventh month after the date of “separation from service” as determined under said Section 409A, such as is provided in Section 4(a) and 4(b) above.

12. Jurisdiction and Venue. The parties agree that any litigation in any way relating to this Agreement shall be brought and venued exclusively in federal or state court in Minnesota, and Employee hereby consents to the personal jurisdiction of these courts and waives any objection that such venue is inconvenient or improper.

13. Entire Agreement. This Agreement contains the entire understanding and agreement of the Employee and the Company with respect to these matters and supersedes any previous agreements or understandings, whether written or oral, between them on the same subjects.

14. Survival. The covenants contained in Sections 8 through 19 of this Agreement shall remain in full force and effect after the termination of Employee’s employment with the Company and after any termination or expiration of this Agreement. Employee and the Company acknowledge and understand that, unless expressly stated above, Employee’s

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obligations hereunder shall not be affected by the reasons for, circumstances of, or identity of the party who initiates the termination of Employee’s employment with the Company.

15. No Waiver; Amendment. The Company’s waiver or failure to enforce the terms of this Agreement in one instance shall not constitute a waiver of its rights under the Agreement with respect to other violations. This Agreement may be amended only in a writing signed by Employee and an authorized officer or director of the Company.

16. Assignment. This Agreement shall be binding upon the legal representatives of Employee. This Agreement may be transferred, assigned or delegated, in whole or in part, by the Company to its successors and assigns, and the rights and obligations of this Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company, and Employee will remain bound to fulfill Employee’s obligations hereunder. Employee may not, however, transfer or assign his rights or obligations under this Agreement.

17. Read and Understood. Employee has read this Agreement carefully and understands each of its terms and conditions. Employee has sought independent legal counsel of Employee’s choice to the extent Employee deemed such advice necessary in connection with the review and execution of this Agreement.

18. Dispute Resolution. The parties agree that any disputes arising under this Agreement or relating to Employee’s employment with the Company will be resolved under the Mosaic Employment Dispute Resolution Program. Notwithstanding the preceding sentence, the following disputes need not be resolved through the Mosaic Employment Dispute Resolution Program and may be brought in a Minnesota state or federal court with proper jurisdiction as set forth in Section 12: (i) any dispute arising under or relating to the provisions of Section 8 or 9 of this Agreement, (ii) any claim for injunctive relief, and (iii) any dispute arising under this Agreement during the two-year period following a Change in Control.

19. Term. The “Term” of this Agreement shall be the period from the Agreement Date through March 31, 2017; provided, however, if a Change in Control occurs during the Term, the Term of this Agreement shall automatically be extended until the second anniversary of the occurrence of the Change in Control.

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IN WITNESS WHEREOF, the parties have executed this Severance Agreement effective as of the Agreement Date set forth above.

Employee

THE MOSAIC COMPANY

By:

Its:

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Exhibit A

GENERAL RELEASE OF CLAIMS

WITH RESPECT TO THE MOSAIC COMPANY

In exchange for valuable and sufficient consideration described in the Senior Management Severance and Change in Control Agreement accompanying this General Release, on behalf of yourself and your heirs, successors and assigns, you,                     , hereby release and discharge The Mosaic Company and its affiliates, predecessors, successors, and assigns, as well as all officers, directors, agents, attorneys, and employees of The Mosaic Company, and its affiliates, predecessors, successors, and assigns (collectively, the “Company”) from any and all claims, demands, actions, liabilities, damages, losses, costs, attorneys’ fees, or rights of any kind, whether known or unknown, that you have, have ever had, or may have through your employment termination date, including but not limited to those arising out of or related to your employment or termination of employment.

Scope of Release:

This release extends to and includes, by way of illustration and not limitation, any claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (this release does not release the employee’s rights to benefits earned under a benefit plan but does release all fiduciary and administrative claims with respect to such plan, the plan fiduciaries, and the Company), the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Minnesota Human Rights Act, Minn. Stat. § 363A.01 et seq., Minnesota Equal Pay for Equal Work Law, Minn. Stat. § 181.66, Minn. Stat. § 181.81, Minnesota Parental Leave Act, Minn. Stat. § 181.940 et seq., and Minnesota Whistleblower Act, Minn. Stat. § 181.931 et seq., as well as any other statutory, common law, contract, quasi contract or tort claims, including any claims for failure to pay wages, bonuses, or other forms of compensation and any and all attempts to recover attorneys’ fees. If you are an employee of the Company in Canada or outside of the United States, this release is intended to extend to all similar Canadian, provincial, and local statutory and common law claims and the claims under any other nation’s laws.

This release does not include claims that may not be released or waived as a matter of law. This release also does not prevent you from cooperating with, filing a charge with, or participating in any investigation or proceeding conducted by any governmental agency; however, you hereby waive the right to recover any money damages or other individual relief that may be obtained, by settlement, judgment, or otherwise, as a result of such a charge, investigation, or proceeding.

This release shall not be construed as an admission by the Company that it acted wrongfully with respect to you or any other person, or that you had or have any rights whatsoever against the Company. The Company specifically disclaims any liability to or any wrongful acts against you or any other person, on the part of itself or any of its affiliates, predecessors, successors, assigns, officers, directors, agents, attorneys, and employees.

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Acceptance, Rescission, and Revocation Periods:

You may take up to twenty-one (21) days to consider whether to sign this release; although, you may sign it at any time before this period expires. You are hereby advised that you may consult with an attorney before signing this release.

In addition, you may rescind this release as far as it extends to claims or potential claims under the Minnesota Human Rights Act by delivering to the addressee below a notice of your intent to do so within fifteen (15) calendar days following your signing of this release. You further are entitled to revoke this release insofar as it extends to claims or potential claims under the Age Discrimination in Employment Act, to the extent applicable to you, by delivering a notice of your intent to revoke this release within seven (7) calendar days following your signing of it to:

Attn: General Counsel

The Mosaic Company

3033 Campus Drive, Suite E490

Plymouth, MN 55441

To be effective, such written notice must either be delivered by hand or by certified mail, return receipt requested, within such fifteen (15) or seven (7) day time period. The time periods described above shall run concurrently, the day on which you sign this release shall count as the first day of both the fifteen (15) and (7) day time periods, and no allowance will be made should the last day of the time period fall on a weekend or holiday.

Any agreement between you and the Company relating to this release will not become effective until both the rescission and revocation periods have expired, and the Company is not required to pay any amounts pursuant to any agreement relating to this release prior to such time. In the event you provide timely notice of your intent to rescind or revoke this release, the Company may, in its discretion, declare the entire release and any agreement relating to the release null and void. In which case, the Company will have no obligations to you under this release or in connection with any agreement relating to this release, and you shall immediately repay any amounts paid to you as of that date by the Company pursuant to this release or any agreement relating to this release.

Acknowledgment of Knowing and Voluntary Waiver and Also of Release of Claims under the Age Discrimination in Employment Act:

You hereby affirm and acknowledge that you have read the entirety of this General Release, that its provisions are written in language you understand, and, in fact, that you do understand their meaning and effect. You represent that you are entering into the release freely and voluntarily, in exchange for valuable and sufficient consideration to which you are not otherwise entitled.

You further acknowledge and affirm your understanding that, to the extent applicable to you, this release specifically refers to rights or claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and that such release does not extend to claims arising after the date of execution. You also acknowledge that you have been advised you may take up to twenty-one (21) days to consider whether to enter into this agreement and to consult with an attorney before signing this release.

16

Severability:

Should any part, term, provision, or aspect of this release or any agreement relating to this release be declared to be or determined by any court to be illegal or invalid, the validity of the remaining parts, terms, provisions, or aspects shall not be affected thereby and the said illegal or invalid part, term, provisions, or aspect shall be deemed not to be a part of this release or any agreement relating to this release.

Acknowledgment:

The persons below have read the foregoing General Release, agree that its provisions are written in language understandable to them, acknowledge the sufficiency of the consideration and obligations described herein, and hereby execute it knowingly and voluntarily with full understanding of its consequences. In witness whereof, the undersigned have executed this General Release on the date shown below.

Dated:	Signed:
Dated:	The Mosaic Company
	By:
	Title:

17

EX-31.1

Exhibit 31.1

Certification Required by Rule 13a-14(a)

I, James T. Prokopanko, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Mosaic Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

/s/ James T. Prokopanko

James T. Prokopanko

Chief Executive Officer and President

The Mosaic Company

EX-31.2

Exhibit 31.2

Certification Required by Rule 13a-14(a)

I, Lawrence W. Stranghoener, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Mosaic Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

/s/ Lawrence W. Stranghoener

Lawrence W. Stranghoener

Executive Vice President and Chief Financial Officer

The Mosaic Company

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Required by Rule 13a-14(b)

and Section 1350 of Chapter 63 of Title 18 of the United States Code

I, James T. Prokopanko, the Chief Executive Officer and President of The Mosaic Company, certify that (i) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of The Mosaic Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of The Mosaic Company.

May 6, 2014

/s/ James T. Prokopanko

James T. Prokopanko

Chief Executive Officer and President

The Mosaic Company

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Required by Rule 13a-14(b)

and Section 1350 of Chapter 63 of Title 18 of the United States Code

I, Lawrence W. Stranghoener, the Executive Vice President and Chief Financial Officer of The Mosaic Company, certify that (i) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of The Mosaic Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of The Mosaic Company.

May 6, 2014

/s/ Lawrence W. Stranghoener

Lawrence W. Stranghoener

Executive Vice President and Chief Financial Officer

The Mosaic Company

EX-95

Exhibit 95

MINE SAFETY DISCLOSURES

The following table shows, for each of our U.S. mines that is subject to the Federal Mine Safety and Health Act of 1977 (“MSHA”), the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K. Section references are to sections of MSHA.

	Potash Mine		Florida Phosphate Rock Mines
Three Months Ended March 31, 2014	Carlsbad, New Mexico		Four Corners		Hookers Prairie		South Fort Meade		Wingate		South Pasture*
Section 104 citations for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#)		2		—		—		—		1		—
Section 104(b) orders (#)		—		—		—		—		—		—
Section 104(d) citations and orders (#)		—		—		—		—		—		—
Section 110(b)(2) violations (#)		—		—		—		—		—		—
Section 107(a) orders (#)		—		—		—		—		—		—
Proposed assessments under MSHA (whole dollars)	$	2,215	$	2,136	$	—	$	—	$	1,679		—
Mining-related fatalities (#)		—		—		—		—		—		—
Section 104(e) notice		No		No		No		No		No		No
Notice of the potential for a pattern of violations under Section 104(e)		No		No		No		No		No		No
Legal actions before the Federal Mine Safety and Health Review Commission (“FMSHRC”) initiated (#)		—		—		—		—		—		—
Legal actions before the FMSHRC resolved (#)		1		—		—		—		—		—
Legal actions pending before the FMSHRC, end of period:
Contests of citations and orders referenced in Subpart B of 29 CFR Part 2700 (#)		—		—		—		—		—		—
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#)		1		—		—		—		—		—
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#)		—		—		—		—		—		—
Complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700 (#)		—		—		—		—		—		—
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#)		—		—		—		—		—		—
Appeals of judges’ decisions or orders referenced in Subpart H of 29 CFR Part 2700 (#)		—		—		—		—		—		—
Total pending legal actions (#)		1		—		—		—		—		—

* From March 17, 2014 date of acquisition.

XML

Organization and Nature of Business (Details)		0 Months Ended
	May 31, 2011 Miski Mayo Joint Venture [Member]	Aug. 05, 2013 Northern Promise Joint Venture [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	35.00%	25.00%
Percent of joint venture production Mosaic expects to market		25.00%

XML

Business Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Net sales	$ 1,986.2	$ 2,312.4
Gross margin	411.6	641.8
Operating earnings	266.6	491.1
Capital expenditures	274.9	367.5
Depreciation, depletion and amortization	174.3	155.0
Assets	18,112.3		19,554.0
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	1,986.2	2,312.4
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	0	0
Phosphates Segment [Member]
Segment Reporting Information [Line Items]
Net sales	1,253.6	1,500.8
Gross margin	207.2	253.0
Operating earnings	138.2	184.7
Capital expenditures	123.5	100.2
Depreciation, depletion and amortization	81.4	71.8
Assets	10,512.0		9,945.1
Phosphates Segment [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	1,253.6	1,500.8
Phosphates Segment [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	0	0
Potash Segment [Member]
Segment Reporting Information [Line Items]
Net sales	733.3	824.5
Gross margin	212.1	396.9
Operating earnings	166.2	306.2
Capital expenditures	143.9	234.8
Depreciation, depletion and amortization	86.8	78.9
Assets	9,641.7		9,597.4
Potash Segment [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	726.4	808.3
Potash Segment [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	6.9	16.2
Corporate Eliminations And Other Segment [Member]
Segment Reporting Information [Line Items]
Net sales	(0.7)	(12.9)
Gross margin	(7.7)	(8.1)
Operating earnings	(37.8)	0.2
Capital expenditures	7.5	32.5
Depreciation, depletion and amortization	6.1	4.3
Assets	(2,041.4)		11.5
Corporate Eliminations And Other Segment [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	6.2	3.3
Corporate Eliminations And Other Segment [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales to external customers	$ (6.9)	$ (16.2)

XML

Gross Asset and Liability Positions (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gross asset position	$ 8.5	$ 7.9
Gross liability position	$ 30.7	$ 20.4

XML

Assets Held For Sale (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		7 Months Ended
	Mar. 31, 2014		Dec. 31, 2013
Long Lived Assets Held-for-sale [Line Items]
Assets held for sale	$ 84.8	[1]	$ 111.9	[1]
Liabilities of assets held-for-sale	13.1
Argentina And Chile [Member]
Long Lived Assets Held-for-sale [Line Items]
Loss on write down of assets			50
Related tax benefit	53.6
Hersey Mine [Member]
Long Lived Assets Held-for-sale [Line Items]
Loss on write down of assets			48
Related tax benefit			$ 17.0

[1] See further description of assets held for sale in Note 16.

XML

Financing Arrangements (Details) (USD $)	0 Months Ended	3 Months Ended
	Mar. 20, 2014	Mar. 31, 2014
Line of Credit Facility [Line Items]
Unsecured term loan facility, initiation date		Mar. 20, 2014
Unsecured term loan facility, maximum borrowing capacity	$ 800,000,000
Unsecured term loan facility, unused capacity, commitment fee percentage	0.125%
Unsecured term loan facility, minimum amount of debt default on single instrument to trigger cross default	50,000,000
Unsecured term loan facility, minimum aggregate amount of debt default on other debt instruments to trigger cross default	75,000,000
Unsecured term loan facility, covenant terms	The Term Loan Facility requires Mosaic to maintain certain financial ratios, including a maximum ratio of Total Debt to EBITDA (as defined) of 3.5 to 1.0, as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0.
Term Loan A-1 [Member]
Line of Credit Facility [Line Items]
Unsecured term loan facility, maximum borrowing capacity	370,000,000
Unsecured term loan facility required repayment in years one and two, percent of outstanding balance	5.00%
Term Loan A-2 [Member]
Line of Credit Facility [Line Items]
Unsecured term loan facility, maximum borrowing capacity	$ 430,000,000
Unsecured term loan facility required repayment in years one and two, percent of outstanding balance	5.00%
Unsecured term loan facility required repayment in year three, percent of outstanding balance	7.50%
Unsecured term loan facility required repayment in year four, percent of outstanding balance	10.00%

XML

Goodwill (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill [Abstract]

Goodwill

The changes in the carrying amount of goodwill, by reporting unit, are as follows:

	Phosphates		Potash			Total
Balance as of December 31, 2013	$	535.8	$	1,258.6		$	1,794.4
Foreign currency translation	—		(42.9		)	(42.9		)
Goodwill acquired in CF acquisition (see Note 17)	13.2		—			13.2
Balance as of March 31, 2014	$	549.0	$	1,215.7		$	1,764.7

XML

CF Acquisition Purchase Price Allocation (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 17, 2014 CF Phosphate Assets Acquisition [Member]		Mar. 31, 2014 Plant City Trust [Member]	Mar. 31, 2014 Bonnie Facility Escrow [Member]
Restructuring Cost and Reserve [Line Items]
Asset Retirement Obligation Estimate Deposit						$ 4
Inventory			144.1
Other current assets			0.5
Mineral properties and rights			515.1
Property, Plant and Equipment			627.1
Trust and escrow funds for assets retirement obligations			203.7	[1]	189.2	14.5
Goodwill	1,764.7	1,794.4	13.2
Other assets			56.8
Current liabilities			(12.1)
Other liabilities			(9.0)
Asset retirement obligation			(185.8)
Total Assets Acquired and Liabilities Assumed, Net			$ 1,353.6

[1] Included with other assets in the Condensed Consolidated Balance Sheet as of March 31, 2014

XML

Assets Held for Sale

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Assets Held for Sale

Assets Held for Sale

We decided to exit our distribution businesses in Argentina and Chile. In connection with this decision in 2013, we wrote down the related assets by approximately $50 million pre-tax to their estimated fair value, which was included in loss on write down of assets in the Consolidated Statement of Earnings in our 10-K Report. As a result of new information regarding the structure of the intended disposition of Argentina's distribution business as an asset sale, during the three months ended March 31, 2014, we recorded a $53.6 million tax benefit. The assets related to these distribution businesses qualify for asset held for sale accounting. At March 31, 2014, we included $84.8 million in other current assets and $13.1 million in accrued liabilities in our Condensed Consolidated Balance Sheet as assets held for sale. We expect to continue to sell our products in these countries by using other distribution channels.

We also decided to sell the salt operations of our Hersey, Michigan mine and close the related potash operations. We are currently decommissioning the potash assets which precluded the Hersey facility from qualifying as an asset held for sale at March 31, 2014. In connection with the planned sale of this mine in 2013, we wrote down the related assets by approximately $48 million pre-tax to their estimated fair value and recorded a corresponding tax benefit of approximately $17 million reflected in the Consolidated Statement of Earnings in our 10-K Report.

XML

Credit Risk Related Contingent Features (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Derivative, Credit Risk Related Contingent Features [Abstract]
Aggregate fair value, derivative instruments, net liability position	$ 19.8	$ 12.3
Aggregate fair value, collateral assets	$ 17.4

XML

Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net earnings attributed to Mosaic	$ 217.5	$ 379.8
Undistributed earnings attributable to participating securities	(12.4)	0
Numerator for basic and diluted earnings available to common stockholders	$ 205.1	$ 379.8
Basic weighted average number of shares outstanding	401.1	425.7
Shares subject to forward contract	(22.9)	0
Basic weighted average number of shares outstanding attributable to common stockholders	378.2	425.7
Dilutive impact of share-based awards	1.4	1.5
Diluted weighted average number of shares outstanding	379.6	427.2
Basic net earnings per share	$ 0.54	$ 0.89
Diluted net earnings per share	$ 0.54	$ 0.89
Earnings Per Share Additional Disclosure [Abstract]
Shares subject to issuance upon exercise of stock options	1.3	0.4

XML

Business Segments (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

All intersegment transactions are eliminated within Corporate, Eliminations and Other. Segment information for the three months ended March 31, 2014 and 2013 was as follows:

	Phosphates		Potash		Corporate, Eliminations and Other			Total
Three months ended March 31, 2014
Net sales to external customers	$	1,253.6	$	726.4	$	6.2		$	1,986.2
Intersegment net sales	—		6.9		(6.9		)	—
Net sales	1,253.6		733.3		(0.7		)	1,986.2
Gross margin	207.2		212.1		(7.7		)	411.6
Operating earnings	138.2		166.2		(37.8		)	266.6
Capital expenditures	123.5		143.9		7.5			274.9
Depreciation, depletion and amortization expense	81.4		86.8		6.1			174.3
Three months ended March 31, 2013
Net sales to external customers	$	1,500.8	$	808.3	$	3.3		$	2,312.4
Intersegment net sales	—		16.2		(16.2		)	—
Net sales	1,500.8		824.5		(12.9		)	2,312.4
Gross margin	253.0		396.9		(8.1		)	641.8
Operating earnings	184.7		306.2		0.2			491.1
Capital expenditures	100.2		234.8		32.5			367.5
Depreciation, depletion and amortization expense	71.8		78.9		4.3			155.0
Total assets as of March 31, 2014	$	10,512.0	$	9,641.7	$	(2,041.4	)	$	18,112.3
Total assets as of December 31, 2013	9,945.1		9,597.4		11.5			19,554.0

XML

Fair Value Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 2,490.7	$ 5,293.1	$ 3,511.4	$ 3,405.3
Receivables, net	597.4	543.1
Accounts payable	592.8	570.2
Short-term debt	41.3	22.6
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	2,490.7	5,293.1
Receivables, net	597.4	543.1
Accounts payable	592.8	570.2
Short-term debt	41.3	22.6
Long-term debt, including current portion	3,009.5	3,009.3
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	2,490.7	5,293.1
Receivables, net	597.4	543.1
Accounts payable	592.8	570.2
Short-term debt	41.3	22.6
Long-term debt, including current portion	$ 3,159.1	$ 3,059.6

XML

Contingencies (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Applicability, Impact and Conclusion of Environmental Loss Contingencies [Abstract]
Accrual for Environmental Loss Contingencies	$ 37,900,000	$ 31,300,000
Loss Contingencies [Line Items]
Loss contingency, maximum potential liability estimate	95,000,000
Unfavorable Regulatory Action [Member]
Loss Contingencies [Line Items]
Future capital expenditures	150,000,000
Asset retirement obligations, undiscounted		1,500,000,000
Asset retirement obligation		465,000,000
Amount of cash potentially held in the form of cash escrow or trust fund in the context of a settlement of government enforcement action	625,000,000
PIS And Cofins Cases [Member] | Brazilian Non Income Tax Proceedings [Member]
Loss Contingencies [Line Items]
Loss contingency, maximum potential liability estimate	52,000,000
OtherNonIncomeTaxCasesMember [Member] | Brazilian Non Income Tax Proceedings [Member]
Loss Contingencies [Line Items]
Loss contingency, maximum potential liability estimate	$ 96,000,000

XML

Condensed Consolidated Statements of Shareholders Equity (Unaudited) (Parentheticals) (USD $)	3 Months Ended	7 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Statement of Stockholders' Equity [Abstract]
Dividends per share	$ 0.25	$ 0.5

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Change in unrecognized tax benefit	$ 12.5
Unrecognized tax benefits	111.7
Unrecognized tax benefits that would impact effective tax rate	94.8
Interest And Penalties [Abstract]
Unrecognized tax benefits, income tax penalties and interest accrued	20.7	28.8
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Other tax benefits	$ 62.5

XML

Cargill Transaction (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Share Repurchases

	Class A Common Stock, Series A-2
June 3, 2014	3,092,429
July 1, 2014	3,092,429
July 30, 2014	3,092,434
Total	9,277,292

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Basis of Consolidation

Statement Presentation and Basis of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements of Mosaic have been prepared on the accrual basis of accounting and in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States (“U.S. GAAP”) can be condensed or omitted. The Condensed Consolidated Financial Statements included in this document reflect, in the opinion of our management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. The following notes should be read in conjunction with the accounting policies and other disclosures in the Notes to the Consolidated Financial Statements included in our Transition Report on Form 10-K filed with the SEC for the transition period from June 1, 2013 to December 31, 2013 (the "10-K Report"). Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors. Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.

The accompanying Condensed Consolidated Financial Statements include the accounts of Mosaic and its majority owned subsidiaries. Certain investments in companies where we do not have control but have the ability to exercise significant influence are accounted for by the equity method.

Accounting Estimates

Accounting Estimates

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. The more significant estimates made by management relate to the estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities including asset retirement obligations (“ARO”), the costs of our employee benefit obligations for pension plans and postretirement benefits, income tax related accounts, including the valuation allowance against deferred income tax assets, inventory valuation and accruals for pending legal and environmental matters. Actual results could differ from these estimates.

Income Taxes

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

Goodwill

We review goodwill for impairment annually or at any time events or circumstances indicate that the carrying value may not be fully recoverable. Under our accounting policy, an annual review is performed in October of each year, or more frequently if indicators of potential impairment exist.

Fair Value

Following is a summary of the valuation techniques for assets and liabilities recorded in our Consolidated Balance Sheets at fair value on a recurring basis:

Foreign Currency Derivatives-The foreign currency derivative instruments that we currently use are forward contracts, zero-cost collars, and futures, which typically expire within one year. Valuations are based on exchange-quoted prices, which are classified as Level 1. Some of the valuations are adjusted by a forward yield curve or interest rates. In such cases, these derivative contracts are classified within Level 2.

The commodity derivative instruments that we currently use are forward purchase contracts, swaps, and three-way collars. Quoted market prices from NYMEX and AECO are used to determine the fair value of these instruments. These market prices are adjusted by a forward yield curve and are classified within Level 2.

The freight derivatives that we currently use are forward freight agreements. These contracts are classified in Level 2.

For cash and cash equivalents, receivables, net, accounts payable and short-term debt, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair value of long-term debt, including current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

Business Segments

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker. For a description of our business segments see Note 1 to the Condensed Consolidated Financial Statements in this report. We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses. The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses. Corporate, Eliminations and Other primarily represents unallocated corporate office activities and eliminations. All intersegment transactions are eliminated within Corporate, Eliminations and Other

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Business Combinations (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 17, 2014	Mar. 31, 2014	Mar. 31, 2013
Business Acquisition [Line Items]
Effective date of acquisition	Mar. 17, 2014
Acquisition of business, payments		$ 1,353.6	$ 0
Inventories At Price Tied To Natural Gas [Member]
Long-term Purchase Commitment [Line Items]
Purchase commitment, minimum quantity		545,000
Purchase commitment, maximum quantity		725,000
Inventories At Price Tied To C F R Tampa Price [Member]
Long-term Purchase Commitment [Line Items]
Purchase commitment, minimum quantity		270,000
C F Florida Phosphates Assets [Member]
Business Acquisition [Line Items]
Acquisition of business, payments	1,149.9
C F Asset Retirement Obligations [Member]
Business Acquisition [Line Items]
Acquisition of business, payments	203.7
Asset retirement obligation, discounted		$ 100

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 32.4	$ 34.0
Work in process	558.4	433.6
Finished goods	935.9	891.6
Operating materials and supplies	79.9	73.7
Total Inventory	$ 1,606.6	$ 1,432.9

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Other Financial Statement Data (Tables)

3 Months Ended

Mar. 31, 2014

Other Financial Statement Data [Abstract]

Other Financial Statement Data

The following provides additional information concerning selected balance sheet accounts:

(in millions)	March 31, 2014		December 31, 2013
Other current assets
Final price deferred(a)	$	45.4	$	154.3
Income and other taxes receivable	195.6		272.6
Prepaid expenses	123.0		115.8
Assets held for sale(b)	84.8		111.9
Other	55.4		52.2
	$	504.2	$	706.8
Accrued liabilities
Payroll and employee benefits	106.1		111.8
Asset retirement obligations	113.2		86.3
Customer prepayments	179.3		131.9
Other	354.6		336.3
	$	753.2	$	666.3
Other noncurrent liabilities
Asset retirement obligations	$	794.8	$	637.6
Other	300.8		289.5
	$	1,095.6	$	927.1
(a)Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon. This has not been included in inventory as risk of loss has passed to our customers. Amounts in this account are based on inventory cost.
(b)See further description of assets held for sale in Note 16.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule of earnings per share

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

	Three months ended
	March 31,
	2014			2013
Net earnings attributed to Mosaic	$	217.5		$	379.8
Undistributed earnings attributable to participating securities	(12.4		)	—
Numerator for basic and diluted earnings available to common stockholders	205.1			379.8
Basic weighted average number of shares outstanding	401.1			425.7
Shares subject to forward contract	(22.9		)	—
Basic weighted average number of shares outstanding attributable to common stockholders	378.2			425.7
Dilutive impact of share-based awards	1.4			1.5
Diluted weighted average number of shares outstanding	379.6			427.2
Basic net earnings per share	$	0.54		$	0.89
Diluted net earnings per share	$	0.54		$	0.89

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Condensed Consolidated Statements of Shareholders Equity (Unaudited) (USD $) In Millions, except Share data	Total	Common Stock [Member]	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]
Beginning balance at May. 31, 2013	$ 13,442.9	$ 4.3	$ 1,491.3	$ 11,603.4	$ 326.4	$ 17.5
Common stock shares outstanding, beginning balance at May. 31, 2013		425,800,000
Total comprehensive income (loss)	129.1			340.0	(212.1)	1.2
Stock option exercises	1.1		1.1
Stock option exercises, shares		100,000
Amortization of stock based compensation	23.3		23.3
Forward contract to repurchase class A Common Stock	(2,059.1)		(1,511.3)	(547.8)
Dividends	(213.5)			(213.5)
Dividends for noncontrolling interests	(0.4)					(0.4)
Tax shortfall related to share based compensation	(2.8)		(2.8)
Ending balance at Dec. 31, 2013	11,320.6	4.3	1.6	11,182.1	114.3	18.3
Common stock shares outstanding, ending balance at Dec. 31, 2013		425,900,000
Total comprehensive income (loss)	(16.8)			217.5	(235.0)	0.7
Stock option exercises	0.2		0.2
Stock option exercises, shares		100,000
Amortization of stock based compensation	34.9		34.9
Forward contract and repurchase of stock	(387.8)	(0.4)	(4.2)	(383.2)
Forward contract and repurchase of stock, shares		(36,200,000)
Dividends	(99.7)			(99.7)
Dividends for noncontrolling interests	(0.2)					(0.2)
Tax shortfall related to share based compensation	(0.1)		(0.1)
Ending balance at Mar. 31, 2014	$ 10,851.1	$ 3.9	$ 32.4	$ 10,916.7	$ (120.7)	$ 18.8
Common stock shares outstanding, ending balance at Mar. 31, 2014		389,800,000

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consist of the following:

	March 31, 2014		December 31, 2013
Raw materials	$	32.4	$	34.0
Work in process	558.4		433.6
Finished goods	935.9		891.6
Operating materials and supplies	79.9		73.7
	$	1,606.6	$	1,432.9

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Cargill Transaction (Details) (USD $)	0 Months Ended	3 Months Ended			3 Months Ended		0 Months Ended	1 Months Ended	3 Months Ended				1 Months Ended
	Feb. 14, 2014	Mar. 31, 2014	Mar. 31, 2013	May 25, 2011	Mar. 31, 2014 Common Class A, Series A-3 [Member] MAC Trusts Share Repurchase Agreement [Member]	Mar. 31, 2014 Common Class A [Member] MAC Trusts Share Repurchase Agreement [Member]	Feb. 14, 2014 Common Class A [Member] Family Trusts Share Repurchase Program [Member]	Mar. 17, 2014 Common Class A [Member] Family Trusts Share Repurchase Program [Member]	Mar. 31, 2014 Common Class A, Series A-2 [Member] MAC Trusts Share Repurchase Agreement [Member]	Mar. 31, 2014 June 3, 2014 [Member] Common Class A, Series A-2 [Member] MAC Trusts Share Repurchase Agreement [Member]	Mar. 31, 2014 July 1, 2014 [Member] Common Class A, Series A-2 [Member] MAC Trusts Share Repurchase Agreement [Member]	Mar. 31, 2014 July 30, 2014 [Member] Common Class A, Series A-2 [Member] MAC Trusts Share Repurchase Agreement [Member]	May 06, 2014 Subsequent Event [Member] Common Class A, Series A-2 [Member] MAC Trusts Share Repurchase Agreement [Member]
Share repurchase [Line Items]
Former percentage ownership by Cargill and certain of its subsidiaries				64.00%
Former shares owned by Cargill and certain of Its subsidiaries				285,800,000
Repurchase of class A common stock (shares)					21,647,007		2,400,000	5,800,000	6,184,858				6,184,858
Payments for repurchase of common stock		$ 1,677,900,000	$ 0			$ 1,300,000,000		$ 387,300,000					$ 300,000,000
Total remaining number of shares to be repurchased													9,277,292
Number of shares authorized to be repurchased							8,200,000			3,092,429	3,092,429	3,092,434
Stock repurchase program, authorized amount	$ 1,000,000,000

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Related Party Transactions [Abstract]
Non-consolidated companies, net amount due	$ 28.0		$ 52.6
Transactions with non-consolidated companies included in net sales	205.0	337.9
Transactions with non-consolidated companies included in cost of goods sold	$ 97.3	$ 109.1

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Condensed Consolidated Statements of Earnings (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Net sales	$ 1,986.2	$ 2,312.4
Cost of goods sold	1,574.6	1,670.6
Gross margin	411.6	641.8
Selling, general and administrative expenses	120.0	91.9
Other operating expense	25.0	58.8
Operating earnings	266.6	491.1
Change in value of share repurchase agreement	(60.0)	0
Interest (expense) income, net	(26.7)	3.7
Foreign currency transaction gain	43.4	16.9
Other expense	(4.9)	(0.4)
Earnings from consolidated companies before income taxes	218.4	511.3
(Benefit from) provision for income taxes	(2.6)	133.7
Earnings from consolidated companies	221.0	377.6
Equity in net earnings (loss) of nonconsolidated companies	(3.3)	2.3
Net earnings including noncontrolling interests	217.7	379.9
Less: Net earnings attributable to noncontrolling interests	0.2	0.1
Net earnings attributable to Mosaic	$ 217.5	$ 379.8
Basic net earnings per share attributable to Mosaic	$ 0.54	$ 0.89
Diluted net earnings per share attributable to Mosaic	$ 0.54	$ 0.89
Basic weighted average number of shares outstanding	378.2	425.7
Diluted weighted average number of shares outstanding	379.6	427.2

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Goodwill [Line Items]
Beginning Balance	$ 1,794.4
Foreign currency translation	(42.9)
Goodwill acquired in CF acquisition	13.2
Ending Balance	1,764.7
Phosphates Segment [Member]
Goodwill [Line Items]
Beginning Balance	535.8
Foreign currency translation	0
Goodwill acquired in CF acquisition	13.2
Ending Balance	549.0
Potash Segment [Member]
Goodwill [Line Items]
Beginning Balance	1,258.6
Foreign currency translation	(42.9)
Goodwill acquired in CF acquisition	0
Ending Balance	$ 1,215.7

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities
Net earnings, including noncontrolling interest	$ 217.7	$ 379.9
Depreciation, depletion and amortization	174.3	155.0
Deferred income taxes	(58.9)	4.4
Equity in net loss (earnings) of nonconsolidated companies, net of dividends	3.3	(4.6)
Accretion expense for asset retirement obligations	10.5	9.8
Share-based compensation expense	34.9	3.0
Change in value of share repurchase agreement	60.0	0
Unrealized (gain) loss on derivatives	7.9	28.7
Other	4.0	1.4
Changes in assets and liabilities:
Receivables, net	(84.9)	(73.5)
Inventories	(27.3)	16.7
Other current and noncurrent assets	151.4	(26.7)
Accounts payable	86.8	5.2
Accrued liabilities and income taxes	77.2	135.8
Other noncurrent liabilities	(29.9)	(55.7)
Net cash provided by operating activities	627.0	579.4
Cash Flows from Investing Activities
Capital expenditures	(274.9)	(367.5)
Acquisition of business	(1,353.6)	0
Investments in nonconsolidated companies	(5.8)	(15.0)
Other	0	4.0
Net cash used in investing activities	(1,634.3)	(378.5)
Cash Flows from Financing Activities
Payments of short-term debt	(58.4)	(64.2)
Proceeds from issuance of short-term debt	65.9	83.2
Payments of long-term debt	(0.3)	(0.2)
Proceeds from issuance of long-term debt	0.2	0.6
Proceeds from stock option exercises	0.2	0
Repurchases of stock	(1,677.9)	0
Cash dividends paid	(99.7)	(106.4)
Other	(0.3)	2.2
Net cash used in financing activities	(1,770.3)	(84.8)
Effect of exchange rate changes on cash	(24.8)	(10.0)
Net change in cash and cash equivalents	(2,802.4)	106.1
Cash and cash equivalents - beginning of period	5,293.1	3,405.3
Cash and cash equivalents - end of period	2,490.7	3,511.4
Supplemental Disclosure of Cash Flow Information:
Interest (net of amount capitalized)	0	0
Income taxes (net of refunds)	$ 24.3	$ 80.5

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CF Acquisition Pro Forma Results (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Business Acquisition, Pro Forma Information [Abstract]
Net Sales	$ 2,131.3	$ 2,605.0
Net earnings attributable to Mosaic	$ 207.2	$ 364.4

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The carrying amounts and estimated fair values of our financial instruments are as follows:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	2,490.7	$	2,490.7	$	5,293.1	$	5,293.1
Receivables, net	597.4		597.4		543.1		543.1
Accounts payable	592.8		592.8		570.2		570.2
Short-term debt	41.3		41.3		22.6		22.6
Long-term debt, including current portion	3,009.5		3,159.1		3,009.3		3,059.6

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Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Following is a summary of the valuation techniques for assets and liabilities recorded in our Consolidated Balance Sheets at fair value on a recurring basis:

Foreign Currency Derivatives-The foreign currency derivative instruments that we currently use are forward contracts, zero-cost collars, and futures, which typically expire within one year. Valuations are based on exchange-quoted prices, which are classified as Level 1. Some of the valuations are adjusted by a forward yield curve or interest rates. In such cases, these derivative contracts are classified within Level 2. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold or foreign currency transaction (gain) loss. As of March 31, 2014 and December 31, 2013, the gross asset position of our foreign currency derivative instruments was $2.3 million and $0.6 million, respectively, and the gross liability position of our foreign currency derivative instruments was $29.9 million and $18.1 million, respectively.

Commodity Derivatives-The commodity contracts primarily relate to natural gas. The commodity derivative instruments that we currently use are forward purchase contracts, swaps, and three-way collars. The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time. The contracts’ maturities are for future months and settlements are scheduled to coincide with anticipated gas purchases during those future periods. Quoted market prices from NYMEX and AECO are used to determine the fair value of these instruments. These market prices are adjusted by a forward yield curve and are classified within Level 2. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold. As of March 31, 2014 and December 31, 2013, the gross asset position of our commodity derivative instruments was $5.6 million and $6.0 million, respectively, and the gross liability position of our commodity derivative instruments was $0.4 million and $2.0 million, respectively.

Freight Derivatives-The freight derivatives that we currently use are forward freight agreements. We estimate fair market values based on exchange-quoted prices, adjusted for differences in local markets. These differences are generally valued using inputs from broker quotations. Therefore, these contracts are classified in Level 2. Certain ocean freight derivatives are traded in less active markets with less availability of pricing information and require internally-developed inputs that might not be observable in or corroborated by the market. These contracts are classified within Level 3. Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold. As of March 31, 2014 and December 31, 2013, the gross asset position of our freight derivative instruments was $0.6 million and $1.3 million, respectively, and the gross liability position of our freight derivative instruments was $0.4 million and $0.3 million, respectively.

Financial Instruments

The carrying amounts and estimated fair values of our financial instruments are as follows:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	2,490.7	$	2,490.7	$	5,293.1	$	5,293.1
Receivables, net	597.4		597.4		543.1		543.1
Accounts payable	592.8		592.8		570.2		570.2
Short-term debt	41.3		41.3		22.6		22.6
Long-term debt, including current portion	3,009.5		3,159.1		3,009.3		3,059.6

For cash and cash equivalents, receivables, net, accounts payable and short-term debt, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair value of long-term debt, including current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Schedule of related party transactions

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

	Three months ended
	March 31,
	2014		2013
Transactions with non-consolidated companies included in net sales	$	205.0	$	337.9
Transactions with non-consolidated companies included in cost of goods sold	97.3		109.1

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Business Segments

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Business Segments

Business Segments

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker. For a description of our business segments see Note 1 to the Condensed Consolidated Financial Statements in this report. We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses. The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses. Corporate, Eliminations and Other primarily represents unallocated corporate office activities and eliminations. All intersegment transactions are eliminated within Corporate, Eliminations and Other. Segment information for the three months ended March 31, 2014 and 2013 was as follows:

	Phosphates		Potash		Corporate, Eliminations and Other			Total
Three months ended March 31, 2014
Net sales to external customers	$	1,253.6	$	726.4	$	6.2		$	1,986.2
Intersegment net sales	—		6.9		(6.9		)	—
Net sales	1,253.6		733.3		(0.7		)	1,986.2
Gross margin	207.2		212.1		(7.7		)	411.6
Operating earnings	138.2		166.2		(37.8		)	266.6
Capital expenditures	123.5		143.9		7.5			274.9
Depreciation, depletion and amortization expense	81.4		86.8		6.1			174.3
Three months ended March 31, 2013
Net sales to external customers	$	1,500.8	$	808.3	$	3.3		$	2,312.4
Intersegment net sales	—		16.2		(16.2		)	—
Net sales	1,500.8		824.5		(12.9		)	2,312.4
Gross margin	253.0		396.9		(8.1		)	641.8
Operating earnings	184.7		306.2		0.2			491.1
Capital expenditures	100.2		234.8		32.5			367.5
Depreciation, depletion and amortization expense	71.8		78.9		4.3			155.0
Total assets as of March 31, 2014	$	10,512.0	$	9,641.7	$	(2,041.4	)	$	18,112.3
Total assets as of December 31, 2013	9,945.1		9,597.4		11.5			19,554.0

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Condensed Consolidated Statements of Cash Flow Parenthetical (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Cash Flows [Abstract]
Capitalized interest costs	$ 9.8	$ 13.7

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net earnings, including noncontrolling interest	$ 217.7	$ 379.9
Other comprehensive income (loss), net of tax
Foreign currency translation, net of tax	(238.6)	(152.2)
Net actuarial gain and prior service cost, net of tax	3.4	3.8
Amortization of loss on interest rate swap	0.7	0
Other comprehensive income (loss)	(234.5)	(148.4)
Comprehensive income (loss)	(16.8)	231.5
Less: Comprehensive income attributable to noncontrolling interest	0.7	0.3
Comprehensive income (loss) attributable to Mosaic	$ (17.5)	$ 231.2

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Inventories

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of the following:

	March 31, 2014		December 31, 2013
Raw materials	$	32.4	$	34.0
Work in process	558.4		433.6
Finished goods	935.9		891.6
Operating materials and supplies	79.9		73.7
	$	1,606.6	$	1,432.9

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 05, 2014 No class common stock [Member]	May 05, 2014 Class A common stock [Member]
Document Information [Line Items]
Entity registrant name	MOSAIC CO
Document type	10-Q
Entity central index key	0001285785
Amendment flag	false
Entity current reporting status	Yes
Entity voluntary filers	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Document period end date	Mar. 31, 2014
Current fiscal year end date	--12-31
Entity filer category	Large Accelerated Filer
Entity well known seasoned issuer	Yes
Entity common stock shares outstanding		340,031,066	43,629,406

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Goodwill

3 Months Ended

Mar. 31, 2014

Goodwill [Abstract]

Goodwill

Goodwill

The changes in the carrying amount of goodwill, by reporting unit, are as follows:

	Phosphates		Potash			Total
Balance as of December 31, 2013	$	535.8	$	1,258.6		$	1,794.4
Foreign currency translation	—		(42.9		)	(42.9		)
Goodwill acquired in CF acquisition (see Note 17)	13.2		—			13.2
Balance as of March 31, 2014	$	549.0	$	1,215.7		$	1,764.7

We review goodwill for impairment annually or at any time events or circumstances indicate that the carrying value may not be fully recoverable. Under our accounting policy, an annual review is performed in October of each year, or more frequently if indicators of potential impairment exist.

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Condensed Consolidated Balance Sheet (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 2,490.7	$ 5,293.1
Receivables, net	597.4	543.1
Inventories	1,606.6	1,432.9
Deferred income taxes	156.5	129.9
Other current assets	504.2	706.8
Total current assets	5,355.4	8,105.8
Property, plant and equipment, net of accumulated depreciation	9,551.9	8,576.6
Investments in nonconsolidated companies	579.6	576.4
Goodwill	1,764.7	1,794.4
Deferred income taxes	189.2	152.2
Other assets	671.5	348.6
Total assets	18,112.3	19,554.0
Current liabilities:
Short-term debt	41.3	22.6
Current maturities of long-term debt	0.4	0.4
Accounts payable	592.8	570.2
Accrued liabilities	753.2	666.3
Contractual share repurchase liability	755.8	1,985.9
Deferred income taxes	19.8	20.5
Total current liabilities	2,163.3	3,265.9
Long-term debt, less current maturities	3,009.1	3,008.9
Deferred income taxes	993.2	1,031.5
Other noncurrent liabilities	1,095.6	927.1
Stockholders' equity:
Preferred stock, value	0	0
Capital in excess of par value	32.4	1.6
Retained earnings	10,916.7	11,182.1
Accumulated other comprehensive income (loss)	(120.7)	114.3
Total Mosaic stockholders' equity	10,832.3	11,302.3
Noncontrolling interests	18.8	18.3
Total equity	10,851.1	11,320.6
Total liabilities and equity	18,112.3	19,554.0
Class A common stock [Member]
Stockholders' equity:
Common stock, value	0.5	1.3
Class B Common Stock [Member]
Stockholders' equity:
Common stock, value	0	0
No class common stock [Member]
Stockholders' equity:
Common stock, value	$ 3.4	$ 3.0

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Statement Presentation and Basis of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements of Mosaic have been prepared on the accrual basis of accounting and in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States (“U.S. GAAP”) can be condensed or omitted. The Condensed Consolidated Financial Statements included in this document reflect, in the opinion of our management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. The following notes should be read in conjunction with the accounting policies and other disclosures in the Notes to the Consolidated Financial Statements included in our Transition Report on Form 10-K filed with the SEC for the transition period from June 1, 2013 to December 31, 2013 (the "10-K Report"). Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors. Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.

The accompanying Condensed Consolidated Financial Statements include the accounts of Mosaic and its majority owned subsidiaries. Certain investments in companies where we do not have control but have the ability to exercise significant influence are accounted for by the equity method.

Accounting Estimates

Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. The more significant estimates made by management relate to the estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities including asset retirement obligations (“ARO”), the costs of our employee benefit obligations for pension plans and postretirement benefits, income tax related accounts, including the valuation allowance against deferred income tax assets, inventory valuation and accruals for pending legal and environmental matters. Actual results could differ from these estimates.

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Cargill Transaction

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Cargill Transaction

Cargill Transaction

As previously reported, on May 25, 2011, we facilitated the exit by Cargill, Incorporated ("Cargill") from its equity interest in us through a split-off to its stockholders and a debt exchange with its debt holders, and initiated the first in a series of transactions (the “Cargill Transaction”) intended to result in the ongoing orderly disposition of the approximately 64% (285.8 million) of our shares that Cargill formerly held. Among other previously reported actions in furtherance of the Cargill Transaction, on December 6, 2013, we entered into a share repurchase agreement (the “MAC Trusts Share Repurchase Agreement”) with two former Cargill stockholders (the "MAC Trusts") to purchase all of the remaining shares of Class A Common Stock ("Class A Shares") held by the MAC Trusts through a series of eight purchases occurring from January 8, 2014 through July 30, 2014. At March 31, 2014, pursuant to the MAC Trusts Share Repurchase Agreement, all 21,647,007 Class A Shares, Series A-3, held by the MAC Trusts, and 6,184,858 Class A Shares, Series A-2, had been repurchased for an aggregate of $1.3 billion.

Subsequent to March 31, 2014, pursuant to the MAC Trusts Share Repurchase Agreement, an additional 6,184,858 Class A Shares, Series A-2, have been repurchased for an aggregate of approximately $300 million, and 9,277,292 Class A Shares, Series A-2, remain to be purchased, as set forth in the table below:

	Class A Common Stock, Series A-2
June 3, 2014	3,092,429
July 1, 2014	3,092,429
July 30, 2014	3,092,434
Total	9,277,292

The MAC Trusts Share Repurchase Agreement provides for a per share price for each purchase equal to the Common Market Price, as defined in Mosaic’s Restated Certificate of Incorporation, as of the date of the purchase. In general and subject to the terms and provisions of the Restated Certificate of Incorporation, the Common Market Price as of any date is equal to the average of the volume weighted average trading price of Common Stock, for each trading day during the preceding 20-day trading period.

As also previously reported, on February 14, 2014, we entered into share repurchase agreements with certain Cargill family member trusts (the “Family Trusts Share Repurchase Agreements” and together with the MAC Trusts Share Repurchase Agreement, the "Share Repurchase Agreements") to purchase an aggregate of approximately 8.2 million Class A Shares under our $1 billion share repurchase program (the "Repurchase Program"). The transaction was structured in two tranches with the first purchase of approximately 2.4 million shares completed February 14, 2014 and the second purchase of approximately 5.8 million shares completed March 17, 2014, for an aggregate purchase price of approximately $387.3 million.

The Share Repurchase Agreements are accounted for as a forward contract with an initial liability established at fair value based on the average of the weighted average trading price for each of the preceding 20-day trading days as noted above and a corresponding reduction of equity. The contract is subsequently remeasured at the present value of the amount to be paid at settlement with the difference being recognized in the consolidated statement of earnings. We are required to exclude the common shares that are to be repurchased in calculating basic and diluted earnings per share (“EPS”). Any amounts, including contractual (accumulated) dividends and participation rights in undistributed earnings, attributable to shares that are to be repurchased that have not been recognized in the consolidated statement of earnings shall be deducted in computing income available to common shareholders, consistent with the two-class method. See the calculation of EPS in Note 6 of our Notes to Consolidated Financial Statements.

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

We enter into transactions and agreements with certain of our non-consolidated companies from time to time. As of March 31, 2014 and December 31, 2013, the net amount due from our non-consolidated companies totaled $28.0 million and $52.6 million, respectively.

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

	Three months ended
	March 31,
	2014		2013
Transactions with non-consolidated companies included in net sales	$	205.0	$	337.9
Transactions with non-consolidated companies included in cost of goods sold	97.3		109.1

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Financing Arrangements

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Financing Arrangements

Financing Arrangements

Term Loan Facility

On March 20, 2014, Mosaic entered into an unsecured $800 million term loan facility (the “Term Loan Facility”) with certain financial institutions. Under the Term Loan Facility, Mosaic may on up to two occasions borrow, on a pro rata basis, up to $370 million under Term A-1 Loans (the “Term A-1 Loans”) and up to $430 million under Term A-2 Loans (“Term A-2 Loans,” and collectively with the Term A-1 Loans, “Loans”). The lenders' commitments to loan such amounts expire on the earlier of September 19, 2014, full funding of the Loans or earlier termination of the loan commitments (the “Commitment Termination Date”). Final maturity of the Term A-1 Loans is the third anniversary of the Commitment Termination Date and final maturity of the Term A-2 Loans is the fifth anniversary of the Commitment Termination Date. In addition, Mosaic is required to repay 5.00% of the Term A-1 loan balance on each of the first two anniversaries of the Commitment Termination Date and 5.00% of the Term A-2 loan balance on each of the first two anniversaries, 7.50% on the third anniversary, and 10.00% on the fourth anniversary of the Commitment Termination Date. A ticking fee accrues at an annual rate of 0.125% on the aggregate undrawn commitments under the Term Loan Facility beginning April 19, 2014. Mosaic may prepay the outstanding Loans at any time and from time to time, at its own discretion, without premium or penalty.

As of March 31, 2014, no borrowings have been made or are outstanding under the Term Loan Facility. Proceeds of borrowings under the Term Loan Facility may be used to replenish cash that Mosaic used to fund the CF Phosphate Assets Acquisition as described in Note 17 or for working capital, capital expenditures, dividends, share repurchases, other acquisitions and other lawful corporate purposes.

The Term Loan Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under any one item of other indebtedness in excess of $50 million or $75 million for multiple items of other indebtedness, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Term Loan Facility requires Mosaic to maintain certain financial ratios, including a maximum ratio of Total Debt to EBITDA (as defined) of 3.5 to 1.0, as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0.

The Term Loan Facility also contains other events of default and covenants that limit various matters. These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

We use the two-class method to compute basic and diluted EPS. Earnings for the period are allocated pro-rata between the common stockholders and the participating securities. Our only participating securities are related to the Share Repurchase Agreements. The numerator for basic and diluted EPS is net earnings for common stockholders. The denominator for basic EPS is the weighted-average number of shares outstanding during the period, excluding the effects of shares subject to forward contracts. The denominator for diluted EPS also includes the weighted average number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued, unless the shares are anti-dilutive, and excludes the effects of shares subject to forward contracts.

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

	Three months ended
	March 31,
	2014			2013
Net earnings attributed to Mosaic	$	217.5		$	379.8
Undistributed earnings attributable to participating securities	(12.4		)	—
Numerator for basic and diluted earnings available to common stockholders	205.1			379.8
Basic weighted average number of shares outstanding	401.1			425.7
Shares subject to forward contract	(22.9		)	—
Basic weighted average number of shares outstanding attributable to common stockholders	378.2			425.7
Dilutive impact of share-based awards	1.4			1.5
Diluted weighted average number of shares outstanding	379.6			427.2
Basic net earnings per share	$	0.54		$	0.89
Diluted net earnings per share	$	0.54		$	0.89

A total of 1.3 million and 0.4 million shares of Common Stock subject to issuance upon exercise of stock options for the three months ended March 31, 2014 and 2013, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Apr. 17, 2014 Subsequent Event [Member] Northern Promise Joint Venture [Member]	Apr. 15, 2014 Subsequent Event [Member] Brazil and Paraguay Distribution Business Acquisition [Member]
Subsequent Event [Line Items]
Acquisition costs				$ 350
Working capital acquired, delivery at closing				150
Contribution to Northern Promise joint venture	$ 5.8	$ 15.0	$ 141.9

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Recently Issued Accounting Guidance

3 Months Ended

Mar. 31, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Guidance

Recently Issued Accounting Guidance

Recently Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which requires that an unrecognized tax benefit should be presented in the financial statements as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the law. This guidance was effective for us beginning January 1, 2014 and will be applied on a prospective basis to all unrecognized tax benefits that exist at the effective date. This guidance did not have a material impact on our results of operations or financial position.

Pronouncements Issued But Not Yet Adopted

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting a discontinued operation.  Under this standard, a disposal of part of an organization that has a major effect on its operations and financial results is a discontinued operation.  This guidance is effective prospectively for us beginning January 1, 2015 with earlier application permitted, but only for disposals (or classifications as held for sale) that have not been reported previously.  We do not expect this guidance will have a material impact on our results of operations or financial position.

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Other Financial Statement Data

3 Months Ended

Mar. 31, 2014

Other Financial Statement Data [Abstract]

Other Financial Statement Data

Other Financial Statement Data

The following provides additional information concerning selected balance sheet accounts:

(in millions)	March 31, 2014		December 31, 2013
Other current assets
Final price deferred(a)	$	45.4	$	154.3
Income and other taxes receivable	195.6		272.6
Prepaid expenses	123.0		115.8
Assets held for sale(b)	84.8		111.9
Other	55.4		52.2
	$	504.2	$	706.8
Accrued liabilities
Payroll and employee benefits	106.1		111.8
Asset retirement obligations	113.2		86.3
Customer prepayments	179.3		131.9
Other	354.6		336.3
	$	753.2	$	666.3
Other noncurrent liabilities
Asset retirement obligations	$	794.8	$	637.6
Other	300.8		289.5
	$	1,095.6	$	927.1
(a)Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon. This has not been included in inventory as risk of loss has passed to our customers. Amounts in this account are based on inventory cost.
(b)See further description of assets held for sale in Note 16.

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We record unrecognized tax benefits in accordance with applicable accounting standards. During the three months ended March 31, 2014, gross unrecognized tax benefits increased by $12.5 million to $111.7 million. If recognized, approximately $94.8 million of the $111.7 million in unrecognized tax benefits would affect our effective tax rate in future periods. 

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. We had accrued interest and penalties totaling $20.7 million and $28.8 million as of March 31, 2014 and December 31, 2013, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Based upon the information available as of March 31, 2014, we anticipate that the amount of uncertain tax positions will change in the next twelve months; however, the change cannot reasonably be estimated.

For the three months ended March 31, 2014, we recorded tax benefits specific to the period of $62.5 million, which primarily related to the intended sale of our distribution business in Argentina.

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Accounting for Derivative Notional Amounts (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of Derivative Instruments Notional Amounts

As of March 31, 2014 and December 31, 2013, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units)			March 31, 2014	December 31, 2013
Derivative Instrument	Derivative Category	Unit of Measure
Foreign currency derivatives	Foreign currency	US Dollars	1,015.1	940.2
Natural gas derivatives	Commodity	MMbtu	4.8	8.2
Ocean freight contracts	Freight	Tonnes	0.2	0.3

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
Gross asset position	$ 8.5	$ 7.9
Gross liability position	30.7	20.4
Foreign Exchange Contract [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
Gross asset position	2.3	0.6
Gross liability position	29.9	18.1
Commodity Contract [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
Gross asset position	5.6	6.0
Gross liability position	0.4	2.0
Freight Contracts [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
Gross asset position	0.6	1.3
Gross liability position	$ 0.4	$ 0.3

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Accounting for Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Accounting for Derivative Instruments and Hedging Activities

Accounting for Derivative Instruments and Hedging Activities

We periodically enter into derivatives to mitigate our exposure to foreign currency risks and the effects of changing commodity and freight prices. We record all derivatives on the Consolidated Balance Sheets at fair value. The fair value of these instruments is determined by using quoted market prices, third party comparables, or internal estimates. We net our derivative asset and liability positions when we have a master netting arrangement in place. Changes in the fair value of the foreign currency, commodity, and freight derivatives are immediately recognized in earnings because we do not apply hedge accounting treatment to these instruments. As of March 31, 2014 and December 31, 2013, the gross asset position of our derivative instruments was $8.5 million and $7.9 million, respectively, and the gross liability position of our liability instruments was $30.7 million and $20.4 million, respectively.

We do not apply hedge accounting treatments to our foreign currency exchange contracts, commodities contracts, or freight contracts. Unrealized gains and (losses) on foreign currency exchange contracts used to hedge cash flows related to the production of our product are included in cost of goods sold in the Consolidated Statements of Earnings. Unrealized gains and (losses) on commodities contracts and certain forward freight agreements are also recorded in cost of goods sold in the Consolidated Statements of Earnings. Unrealized gains or (losses) on foreign currency exchange contracts used to hedge cash flows that are not related to the production of our products are included in the foreign currency transaction gain line in the Consolidated Statements of Earnings.

As of March 31, 2014 and December 31, 2013, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units)			March 31, 2014	December 31, 2013
Derivative Instrument	Derivative Category	Unit of Measure
Foreign currency derivatives	Foreign currency	US Dollars	1,015.1	940.2
Natural gas derivatives	Commodity	MMbtu	4.8	8.2
Ocean freight contracts	Freight	Tonnes	0.2	0.3

Credit-Risk-Related Contingent Features

Certain of our derivative instruments contain provisions that are governed by International Swap and Derivatives Association (“ISDA”) agreements with the counterparties. These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2014 and December 31, 2013, was $19.8 million and $12.3 million, respectively. We have no cash collateral posted in association with these contracts. If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2014, we would be required to post $17.4 million of collateral assets, which are either cash or U.S. Treasury instruments, to the counterparties.

Counterparty Credit Risk

We enter into foreign exchange and certain commodity and interest rate derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, material losses are not anticipated. We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.

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CF Acquisition

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure

CF Acquisition

On March 17, 2014, we completed the CF Phosphate Assets Acquisition for $1,149.9 million plus an additional $203.7 million (all in cash) to fund CF’s asset retirement obligation trust and escrow. We acquired CF's phosphate mining and production operations in Central Florida and terminal and warehouse facilities in Tampa, Florida. This acquisition allows us to take advantage of synergies associated with combining our phosphate operations and logistical capabilities in Central Florida with those of CF. In addition, we will be able to forego the construction of a beneficiation plant at Ona and the construction of an ammonia plant. The results of the CF phosphates operations have been included in our condensed consolidated financial statements for the period from March 17, 2014 through March 31, 2014.

As part of the CF Phosphate Assets Acquisition, we assumed certain ARO related to Gypstack Closure Costs at both the Plant City, Florida phosphate concentrates facility (the "Plant City Facility") and a closed Florida phosphate concentrates facility in Bartow, Florida (the “Bonnie Facility”) that we acquired. Associated with these assets are two related financial assurance arrangements for which we became responsible and that pre-fund the estimated Gypstack Closure Costs for these facilities, pursuant to federal or state law. One is a trust (the “Plant City Trust”) established to meet the requirements under a consent decree with the EPA and the FDEP with respect to RCRA compliance at Plant City (the “Plant City Consent Decree”) that also satisfies Florida financial assurance requirements at that site. The other is an escrow account (the “Bonnie Facility Escrow”) established to meet the requirements under Florida financial assurance regulations (the “Florida Financial Assurance Requirement”) that apply to the Bonnie Facility. In the CF Phosphate Assets Acquisition, we deposited $189.2 million into the Plant City Trust as a substitute for funds that CF had deposited into trust. The Plant City Trust is currently fully funded. In addition, upon approval of the FDEP (which we have requested), we expect to deposit $14.5 million into the Bonnie Facility Escrow to substitute for funds that CF has deposited into escrow. We expect we will be required to deposit up to an additional $4 million in the Bonnie Facility Escrow near the end of 2015. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding would be required in the future if increases in cost estimates exceed investment earnings in the Plant City Trust or the Bonnie Facility Escrow. The deposits into the Plant City Trust and the Bonnie Facility Escrow are reflected in the Statement of Cash Flows components of the $1,353.6 million cash used in the CF Phosphate Assets Acquisition.

At March 31, 2014, the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility included in our consolidated balance sheet was $100 million. The aggregate amount held in the Plant City Trust and the Bonnie Facility Escrow exceed the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility because the amount required to be held in the Plant City Trust represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after the Gypstack has been closed, while the ARO included in our Condensed Consolidated Balance Sheet reflect the discounted present value of those estimated amounts. As part of the acquisition we also acquired ARO related to land reclamation.

The following table summarizes the amounts of the assets acquired and liabilities assumed as recognized at the acquisition date. The fair value of these assets and liabilities is provisional pending receipt of the final valuation:    

(in millions)
Inventory	$	144.1
Other current assets	0.5
Mineral properties and rights	515.1
Property, plant and equipment	627.1
Trust and escrow funds for asset retirement obligations (1)	203.7
Goodwill	13.2
Other assets	56.8
Current liabilities	(12.1		)
Other liabilities	(9.0		)
Asset retirement obligation	(185.8		)
	$	1,353.6

⁽¹⁾Included with other assets in the Condensed Consolidated Balance Sheet as of March 31, 2014

We also signed two strategic supply agreements with CF under which CF will provide Mosaic with ammonia for its production purposes (“CF Ammonia Supply Agreements”). Under one agreement, which is expected to commence prior to January 1, 2017, Mosaic will purchase approximately 545,000 to 725,000 tonnes annually for up to fifteen years at a price tied to the prevailing price of U.S. natural gas. The execution of this agreement was not contingent upon the completion of the acquisition; therefore, no corresponding asset or liability was recorded as part of the acquisition accounting.

Under the second agreement, which became effective on the acquisition date, Mosaic will purchase approximately 270,000 tonnes annually for three years from CF’s Trinidad operations at CFR Tampa market-based pricing.  The effectiveness of this agreement was a condition to the acquisition and included in the acquisition accounting, but its impacts were not material.

We recognized approximately $5.0 million of acquisition and integration costs that were expensed during the three months ended March 31, 2014. These costs are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings.

The goodwill recognized is attributable to expected synergies of combining operations and the assembled workforce of CF. This goodwill is included within our Phosphates segment and is expected to be deductible for income tax purposes.

The CF phosphates operations contributed revenues of $18.9 million and net earnings (loss) of $(0.2) millionfrom March 17, 2014 through March 31, 2014, excluding the effects of the acquisition and integration costs described above.

The unaudited pro-forma consolidated results presented below include the effects of the acquisition as if it had been consummated as of January 1, 2013. The pro-forma results below include adjustments related to depreciation and amortization to reflect the fair value of acquired property, plant and equipment and identifiable intangible assets, depletion of acquired mineral rights, and the associated income tax impacts. The pro-forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting period indicated nor is it indicative of future operating results. The pro-forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition or transaction or integration costs relating to the acquisition.

(in millions)	Three months ended
	March 31,
	2014		2013
Net sales	$	2,131.3	$	2,605.0
Net earnings attributable to Mosaic	$	207.2	$	364.4

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Derivative Notional Amounts (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Foreign Exchange Contract [Member]
Notional Disclosures [Abstract]
Derivative, notional amount	$ 1,015.1	$ 940.2
Commodity Contract [Member]
Notional Disclosures [Abstract]
Nonmonetary derivative notional amount	4,800,000	8,200,000
Freight Contracts (Tonnes) [Member]
Notional Disclosures [Abstract]
Nonmonetary derivative notional amount	200,000	300,000

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Other Financial Statement Data (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Other current assets
Final price deferred	$ 45.4	[1]	$ 154.3	[1]
Income and other taxes receivable	195.6		272.6
Prepaid expenses	123.0		115.8
Assets held for sale	84.8	[2]	111.9	[2]
Other	55.4		52.2
Total other current assets	504.2		706.8
Accrued liabilities
Payroll and employee benefits	106.1		111.8
Asset retirement obligations	113.2		86.3
Customer prepayments	179.3		131.9
Other	354.6		336.3
Total accrued liabilities, current	753.2		666.3
Other noncurrent liabilities
Asset retirement obligations	794.8		637.6
Other	300.8		289.5
Total other noncurrent liabilities	$ 1,095.6		$ 927.1

[1] Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon. This has not been included in inventory as risk of loss has passed to our customers. Amounts in this account are based on inventory cost.

[2] See further description of assets held for sale in Note 16.

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement Of Financial Position Parenthetical [Line Items]
Accumulated depreciation	$ 4,137.5	$ 4,025.0
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	15,000,000	15,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Class A Common Stock [Member]
Statement Of Financial Position Parenthetical [Line Items]
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	211,380,055	254,300,000
Common stock, issued	49,814,264	128,759,772
Common stock, outstanding	49,814,264	85,839,827
Class B Common Stock [Member]
Statement Of Financial Position Parenthetical [Line Items]
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	87,008,602	87,008,602
Common stock, issued	0	0
Common stock, outstanding	0	0
No Class Common Stock [Member]
Statement Of Financial Position Parenthetical [Line Items]
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	352,215,782	352,204,571
Common stock, outstanding	340,022,320	340,166,109

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Organization and Nature of Business

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

Organization and Nature of Business

The Mosaic Company (“Mosaic”, and, with its consolidated subsidiaries, “we”, “us”, “our”, or the “Company”) produces and markets concentrated phosphate and potash crop nutrients. We conduct our business through wholly and majority owned subsidiaries as well as businesses in which we own less than a majority or a noncontrolling interest, including consolidated variable interest entities and investments accounted for by the equity method. 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. Our Phosphates segment's results also include our international distribution activities. In fiscal 2011, the Phosphates segment acquired a 35% economic interest in a joint venture that owns the Miski Mayo Mine in Peru. On August 5, 2013, we entered into a Shareholders’ Agreement with Saudi Arabian Mining Company (“Ma’aden”) and Saudi Basic Industries Corporation (“SABIC”) under which the parties have formed a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia (the “Northern Promise Joint Venture”). We own 25% of the joint venture and will market approximately 25% of the production of the joint venture. On March 17, 2014, we completed the acquisition of the Florida phosphate assets and assumption of certain related liabilities (“CF Phosphate Assets Acquisition”) of CF Industries, Inc. (“CF”). This transaction is further described in Note 17 to our Condensed Consolidated Financial Statements in this report.

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 the U.S. and Canada.

Intersegment sales are eliminated within Corporate, Eliminations and Other. See Note 15 of our Condensed Consolidated Financial Statements in this report for segment results.

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CF Acquisition Costs and Revenues Since Acquisition (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014
Business Combinations [Abstract]
Acquisition related costs		$ 5.0
Revenue since acquisition	18.9
Earnings (loss) since acquisition date	$ (0.2)

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Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Brazil and Paraguay Distribution Business Acquisition

On April 15, 2014, we signed definitive agreements with Archer Daniels Midland Company ("ADM") to acquire its fertilizer distribution business in Brazil and Paraguay for $350 million (the "Brazil and Paraguay Distribution Business Acquisition"). The purchase price assumes the delivery of $150 million in working capital at closing. This acquisition is expected to significantly accelerate our previously announced growth plans in Brazil as well as replace a substantial amount of planned internal investments in that country. Under the terms of the agreement, we would acquire four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities. Customary regulatory approvals are required.

The Brazil and Paraguay Distribution Business Acquisition would increase our annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients.

The parties have also negotiated the terms of five-year fertilizer supply agreements providing for us to supply ADM’s fertilizer needs in Brazil and Paraguay.

Northern Promise Joint Venture

On April 17, 2014 we made a contribution to the Northern Promise Joint Venture in the amount of $141.9 million to finance construction costs.

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CF Acquisition (Tables)

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the amounts of the assets acquired and liabilities assumed as recognized at the acquisition date. The fair value of these assets and liabilities is provisional pending receipt of the final valuation:    

(in millions)
Inventory	$	144.1
Other current assets	0.5
Mineral properties and rights	515.1
Property, plant and equipment	627.1
Trust and escrow funds for asset retirement obligations (1)	203.7
Goodwill	13.2
Other assets	56.8
Current liabilities	(12.1		)
Other liabilities	(9.0		)
Asset retirement obligation	(185.8		)
	$	1,353.6

Business Acquisition, Pro Forma Information

(in millions)	Three months ended
	March 31,
	2014		2013
Net sales	$	2,131.3	$	2,605.0
Net earnings attributable to Mosaic	$	207.2	$	364.4

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Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

We have described below judicial and administrative proceedings to which we are subject.

We have contingent environmental liabilities that arise principally from three sources: (i) facilities currently or formerly owned by our subsidiaries or their predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund or state equivalent sites. At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination. Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have occurred previously at these facilities, and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings. In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Taking into consideration established accruals of approximately $37.9 million and $31.3 million as of March 31, 2014 and December 31, 2013, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition. However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters. Below is a discussion of the more significant environmental matters.

EPA RCRA Initiative. In 2003, the U.S. Environmental Protection Agency (“EPA”) Office of Enforcement and Compliance Assurance announced that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S. Resource Conservation and Recovery Act (“RCRA”) and related state laws. Mining and processing of phosphates generate residual materials that must be managed both during the operation of a facility and upon a facility’s closure. Certain solid wastes generated by our phosphate operations may be subject to regulation under RCRA and related state laws. The EPA rules exempt “extraction” and “beneficiation” wastes, as well as 20 specified “mineral processing” wastes, from the hazardous waste management requirements of RCRA. Accordingly, certain of the residual materials which our phosphate operations generate, as well as process wastewater from phosphoric acid production, are exempt from RCRA regulation. However, the generation and management of other solid wastes from phosphate operations may be subject to hazardous waste regulation if the waste is deemed to exhibit a “hazardous waste characteristic.” As part of its initiative, we understand that EPA has inspected all or nearly all facilities in the U.S. phosphoric acid production sector to ensure compliance with applicable RCRA regulations and to address any “imminent and substantial endangerment” found by the EPA under RCRA. We have provided the EPA with substantial amounts of information regarding the process water recycling practices and the hazardous waste handling practices at our phosphate production facilities in Florida and Louisiana, and the EPA has inspected all of our currently operating processing facilities in the U.S. In addition to the EPA’s inspections, our phosphates concentrates facilities have entered into consent orders to perform analyses of existing environmental data, to perform further environmental sampling as may be necessary, and to assess whether the facilities pose a risk of harm to human health or the surrounding environment.

We have received Notices of Violation (“NOVs”) from the EPA related to the handling of hazardous waste at our Riverview (September 2005), New Wales (October 2005), Mulberry (June 2006), Green Bay (August 2006) and Bartow (September 2006) facilities in Florida. The EPA issued similar NOVs to our competitors, including with respect to the Plant City Facility acquired in the CF Phosphate Assets Acquisition as described in Note 17, and referred the NOVs to the U.S. Department of Justice (“DOJ”) for further enforcement. We currently are engaged in discussions with the DOJ and EPA with respect to our facilities (excluding the Plant City Facility). We believe we have substantial defenses to allegations in the NOVs, including but not limited to previous EPA regulatory interpretations and inspection reports finding that the process water handling practices in question comply with the requirements of the exemption for extraction and beneficiation wastes. We intend to evaluate various alternatives and continue discussions to determine if a negotiated resolution can be reached. If it cannot, we intend to vigorously defend these matters in any enforcement actions that may be pursued.

We are negotiating the terms of a possible settlement with the EPA, the DOJ, the Florida Department of Environmental Protection and the Louisiana Department of Environmental Quality (collectively, the “Government”) and the final terms are not yet agreed upon or approved. If a settlement can be achieved, in all likelihood our commitments would be multi-faceted with key elements including, in general and among other elements, the following:

• Incurring capital expenditures likely to exceed $150 million in the aggregate over a period of several years.

• Providing meaningful additional financial assurance for the estimated costs of closure and post-closure care (“Gypstack Closure Costs”) of our phosphogypsum management systems ("Gypstacks"). For financial reporting purposes, we recognize our estimated ARO, including Gypstack Closure Costs, at their present value. This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities. As of December 31, 2013, the undiscounted amount of our ARO, determined using the assumptions used for financial reporting purposes, was approximately $1.5 billion and the present value of our Gypstack Closure Costs reflected in our Consolidated Balance Sheet was approximately $465 million. Currently, financial assurance requirements in Florida and Louisiana for Gypstack Closure Costs can be satisfied through a variety of methods, including satisfaction of financial tests. In the context of a potential settlement of the Government’s enforcement action, we expect that we would agree to pre-fund a material portion of our Gypstack Closure Costs, primarily by depositing cash, currently estimated to be in the amount of approximately $625 million, into a trust fund which would increase over time with reinvestment of earnings. Amounts held in any such trust fund (including reinvested earnings) would be classified as restricted cash included in other assets on our Consolidated Balance Sheets. We expect that any final settlement of this matter would resolve all of our financial assurance obligations to the Government for Gypstack Closure Costs. Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after a Gypstack has been closed.

• We have also established accruals to address the estimated cost of civil penalties in connection with this matter, which we do not believe, in light of the relevant regulatory history, would be material to our results of operations, liquidity or capital resources.

In light of our strong operating cash flows, liquidity and capital resources, we believe that we have sufficient liquidity and capital resources to be able to fund such capital expenditures, financial assurance requirements and civil penalties as part of a settlement. If a settlement cannot be agreed upon, we cannot predict the outcome of any litigation or estimate the potential amount or range of loss; however, we would face potential exposure to material costs should we fail in the defense of an enforcement action.

See Note 17 for a discussion of how the EPA's RCRA Initiative and Florida financial assurance requirements affect the facilities we acquired in the CF Phosphate Assets Acquisition.

EPA EPCRA Initiative. In July 2008, the DOJ sent a letter to major U.S. phosphoric acid manufacturers, including us, stating that the EPA’s ongoing investigation indicates apparent violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (“EPCRA”) at their phosphoric acid manufacturing facilities. Section 313 of EPCRA requires annual reports to be submitted with respect to the use or presence of certain toxic chemicals. DOJ and EPA also stated that they believe that a number of these facilities have violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") by failing to provide required notifications relating to the release of hydrogen fluoride from the facilities. The letter did not identify any specific violations by us or assert a demand for penalties against us. We cannot predict at this time whether the EPA and DOJ will initiate an enforcement action over this matter, what its scope would be, or what the range of outcomes of such a potential enforcement action might be.

Florida Sulfuric Acid Plants. On April 8, 2010, the EPA Region 4 submitted an administrative subpoena to us under Section 114 of the Federal Clean Air Act (the “CAA”) regarding compliance of our Florida sulfuric acid plants with the “New Source Review” requirements of the CAA. The request received by Mosaic appears to be part of a broader EPA national enforcement initiative focusing on sulfuric acid plants. We cannot predict at this time whether the EPA and DOJ will initiate an enforcement action over this matter, what its scope would be, or what the range of outcomes of such a potential enforcement action might be.

Other Environmental Matters. Superfund and equivalent state statutes impose liability without regard to fault or to the legality of a party’s conduct on certain categories of persons who are considered to have contributed to the release of “hazardous substances” into the environment. Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Currently, certain of our subsidiaries are involved or concluding involvement at several Superfund or equivalent state sites. Our remedial liability from these sites, alone or in the aggregate, currently is not expected to have a material effect on our business or financial condition. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

We believe that, pursuant to several indemnification agreements, our subsidiaries are entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by us or our subsidiaries to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to, ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; CF; and certain other private parties. Our subsidiaries have already received and anticipate receiving amounts pursuant to the indemnification agreements for certain of their expenses incurred to date as well as future anticipated expenditures. We record potential indemnifications as an offset to the established accruals when they are realizable or realized.

MicroEssentials^® Patent Lawsuit

On January 9, 2009, John Sanders and Specialty Fertilizer Products, LLC filed a complaint against Mosaic, Mosaic Fertilizer, LLC, Cargill, Incorporated and Cargill Fertilizer, Inc. in the United States District Court for the Western District of Missouri (the “Missouri District Court”). The complaint alleges that our production of MicroEssentials^® SZ, one of several types of the MicroEssentials^® value-added ammoniated phosphate crop nutrient products that we produce, infringes on a patent held by the plaintiffs since 2001. Plaintiffs have since asserted that other MicroEssentials^® products also infringe the patent. Plaintiffs seek to enjoin the alleged infringement and to recover an unspecified amount of damages and attorneys’ fees for past infringement. Our answer to the complaint responds that the plaintiffs’ patent is not infringed, is invalid and is unenforceable because the plaintiffs engaged in inequitable conduct during the prosecution of the patent.

The Missouri District Court stayed the lawsuit pending an ex parte reexamination of plaintiffs’ patent claims by the U.S. Patent and Trademark Office (the “PTO”). That ex parte reexamination has now ended. On September 12, 2012, however, Shell Oil Company (“Shell”) filed an additional reexamination request which in part asserted that the claims as amended and added in connection with the ex parte reexamination are unpatentable. On October 4, 2012, the PTO issued an Ex Parte Reexamination Certificate in which certain claims of the plaintiffs’ patent were cancelled, disclaimed and amended, and new claims were added. Following the PTO’s grant of Shell’s request for an inter parties reexamination, on December 11, 2012, the PTO issued an initial rejection of all of plaintiffs’ remaining patent claims. On September 12, 2013, the PTO reversed its initial rejection of the plaintiffs’ remaining patent claims and allowed them to stand. Shell has appealed the PTO’s decision. A successful appeal by Shell could limit or eliminate the claims the plaintiffs can assert against us.

We believe that the plaintiffs’ allegations are without merit and intend to defend vigorously against them. At this stage of the proceedings, we cannot predict the outcome of this litigation, estimate the potential amount or range of loss or determine whether it will have a material effect on our results of operations, liquidity or capital resources.

Brazil Tax Contingencies

Our Brazilian subsidiary is engaged in a number of judicial and administrative proceedings relating to various non-income tax matters. We estimate that our maximum potential liability with respect to these matters is approximately $96 million. Approximately $52 million of the maximum potential liability relates to PIS and Cofins tax credit cases while the majority of the remaining amount relates to various other non-income tax cases such as value added taxes. In the event that the Brazilian government was to prevail in connection with all judicial and administrative matters involving us and considering the amount of judicial deposits made, our maximum cash tax liability with respect to these matters would be approximately $95 million. Based on the current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate accruals, which are immaterial, for the probable liability with respect to these Brazilian judicial and administrative proceedings.

Other Claims

We also have certain other contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims of third parties, including tax matters, arising in the ordinary course of business. We do not believe that any of these contingent liabilities will have a material adverse impact on our business or financial condition, results of operations, and cash flows.