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•	On January 8, 2018, we completed the Brazil Acquisition which, together with our historical fertilizer distribution business in Brazil and Paraguay, we refer to as Mosaic Fertilizantes, making us the leading fertilizer production and distribution company in Brazil.

•	On December 1, 2018, Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC”), our joint venture with Saudi Arabian Mining Company (“Ma’aden”) and Saudi Basic Industries Corporation (“SABIC”) that owns and operates integrated phosphate production facilities in the Kingdom of Saudi Arabia, commenced

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

•	We had record sales volumes of 2.9 million tonnes of MicroEssentials® in 2018.

•	We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy mine, which began to mine a limited amount of potash ore in 2017.

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

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

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

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

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

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

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

•	Annual Director Evaluations. Annual self-evaluation by our Board and each standing committee, including individual director peer review.

•	Director Stock Ownership.  Minimum guideline equal to five times the base cash retainer for non-employee directors with five years of service, except with respect to Mr. Siani Pires as described in footnote (3) to the Director Stock Ownership Guidelines table on page 20.

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

•	Environmental, Health, Safety and Sustainable Development.

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

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

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

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

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•	Periodic solicitation of input from Board members.

•	Consultations with senior management and director search firms.

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

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•	Personal characteristics:

◦	highest personal and professional ethics, integrity and values;

◦	an inquisitive and objective perspective; and

◦	practical wisdom and mature judgment;

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

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

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

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

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

•	A personality reasonably compatible with the existing Board members.

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

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

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

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

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•	Audit;

•	Compensation;

•	Corporate Governance and Nominating; and

•	Environmental, Health, Safety and Sustainable Development.

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

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

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

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

•	an annual cash retainer of $180,000 to our Chairman of the Board and $90,000 to each other director;

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

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

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

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(1)	Reflects the aggregate amount of the cash retainers earned or paid for 2018.

(2)	Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or FASB ASC 718. The assumptions used in our valuation of these awards are discussed in note 20 to our audited financial statements for 2018 included in the 2018 10-K Report.

(3)	The following table shows the number of RSUs held at December 31, 2018 by each non-employee director:

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(4)	Reflects dividend equivalent payments for 2018. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.

(5)	Mr. Koenig elected to defer 100% of his fees earned or paid in cash pursuant to the Mosaic Non-Qualified Deferred Compensation Plan.

(6)	Mr. Siani Pires has declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies.

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•	On January 8, 2018, we completed the acquisition of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K Ltda, which we also refer to as Mosaic Fertilizantes) making us the leading fertilizer production and distribution company in Brazil.

•	Mosaic Fertilizantes delivered $227 million in operating earnings and $158 million in net synergies year-to-date, as well as an additional $21 million in benefits from our business-to-business market strategy during 2018.

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

•	The Potash team delivered record production in 2018.

•	We made significant progress on our Esterhazy K3 project, including the recent commissioning of the first production hoist and conveyor to the K2 mill.

•	The transformation of the Phosphate business delivered meaningful financial and operational benefits, allowing significant savings and deferral of capital spending without sacrificing safety, mechanical integrity or reserve life.

•	We shipped a record 3 million tonnes of our premium product, MicroEssentials®, including over 1 million tonnes to Brazil.

•	We received the final permit for our Ona mine site which gives us access to a large reserve and helps extend Florida phosphate mining for decades to come.

•	We generated another year of record safety performance, even as we pushed to reduce costs and integrate our largest acquisition ever.

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•	The majority of target direct compensation for 2018 was “at risk” based on financial, operational and stock price performance.

•	Our short-term incentive plan paid out at 187.16% of target for our executive officers, reflecting:

▪	maximum or near maximum performance under each of our financial performance measures, which are aligned with achievement of our business strategies and indicators of operational excellence while driving stockholder value:

▪	attainment of record sales for our premium products, including MicroEssentials®; and

▪	performance at near maximum level against goals for our Management System Effectiveness measure, the elements of which promote environmental health safety and sustainability behaviors and objectives.

•	Our long-term incentive awards granted in 2018 for the 2018 - 2020 performance period consisted of one-third time-based restricted stock units (“RSUs”) and two-thirds total stockholder return (“TSR”) performance units.

▪	After the annual compensation market analysis, our Compensation Committee determined to transition from stock options to RSUs for the executive team and other key employees in 2018, in order to promote retention of these valued employees, and to maintain their focus on integrating the Brazil Acquisition and on achieving our strategic initiatives.

▪	TSR performance unit awards granted in 2018 require positive net earnings and 10% TSR growth to earn target awards and, for our executive officers, a three-year performance period followed by an additional one-year holding period on earned shares.

•	Our long-term incentive awards granted in 2016 for the 2016 - 2018 performance period consisted of one-third stock options, one-third TSR performance units and one-third ROIC performance units.

▪	TSR performance units vested below target and paid out at values significantly below the grant date value (-72%), reflecting the decline in our stock price since their grant date.

▪	We did not meet the minimum ROIC performance threshold for units granted in 2016, therefore, none of these awards were earned or vested.

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(b)

Realizable Pay includes (i) base salary, (ii) actual annual short-term incentive earned, (iii) the value of outstanding in-the-money stock options and unvested RSUs granted during the periods presented based on the closing price of our Common Stock on December 31, 2018, the last trading day of 2018, or $29.21, (iv) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 31, 2018 to determine the estimated vesting percentage and (v) the ROIC performance unit awards granted for the 2016-2018 performance period shown at zero value because that award was forfeited early in 2019.

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

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

•	weather events and patterns affecting crop yields and prices;

•	raw material and energy costs that affect profit margins;

•	government fertilizer subsidies and other farm policies; and

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

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w	Leadership in executing on the acquisition of the global phosphate and potash operations of the Brazil Acquisition

w	Aggressively managed all costs to increase competitiveness and improve Mosaic's relative phosphate and potash cost curve positions

w	Effective prioritization and balancing capital allocation to ensure short and long-term financial success and maintaining Mosaic's investment grade rating

w	Strengthening of environmental compliance and advancement of efforts to reduce potentially serious incidents

w	Creation of integration plan and strategic priorities for Brazil, including people, systems, processes and assets

w	Execution on improving phosphate distribution margin per tonne and increasing MicroEssential® sales in Brazil

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w	Implementation of phosphate transformation plan to support our cost savings initiatives, including the idling of Plant City Florida facility and extending the life of mining operations at our Four Corners and South Ft. Meade mining operations

w	Significantly improved year-over-year minerals production and cost performance

w	Completion of the ramp up of the New Wales MicroEssentials® investment

w	Conversion of the Louisiana Uncle Sam facility to operate primarily on Miski Mayo rock

w	Optimization of sales in our India and China operations

w	Execution on delivering high margin premium portfolio of products such as MicroEssentials®, Aspire® and K-Mag®

w	Leadership in transforming supply chain competitiveness through logistics network changes, improved vessel competitiveness and raw material optimization

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w	Leadership of and transformation plan for the Human Resources function, processes and policies

w	Development of the integration plan for the Brazil Acquisition for People and Human Resources systems and processes

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w	continuation of base compensation at an annual rate of $460,000 for the duration of the Employment Period, provided he remains a full-time salaried employee;

w	additional compensation at the monthly rate of $25,000 effective February 1, 2018 through the end of a "Transition Period" commencing on the date a permanent Chief Financial Officer is appointed and continuing for a period of one month, subject to extension by one or more months by mutual agreement of Mr. Brausen and our CEO, provided Mr. Brausen remains a full-time salaried employee;

w	continued eligibility to participate in Mosaic's annual incentive program at an unchanged 50% target bonus opportunity, subject to approval each year by the Compensation Committee;

w	a long-term incentive award valued at $650,000 for 2018 and management will recommend a long-term incentive award valued at $500,000 for 2019, subject to approval by the Compensation Committee; and

w	continued eligibility for standard employee benefits and executive benefits and perquisites.

w	payment in the amount of $1,736,100

w	payment in the amount of $1,500,000 in recognition of his past service to Mosaic, including in connection with the completion of the Brazil Acquisition

w	payment in the amount of $214,000 in lieu of receiving a bonus under Mosaic's 2018 Management Incentive Plan

w	continued health and dental benefits for up to one year

w	executive level outplacement services

w	compensation for unused vacation

w	Enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control.

w	Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.

w	Protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us.

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w	Executive physical exam program

w	Reimbursement of financial and tax planning fees up to $15,000 for the CEO and $12,000 for other Named Executive Officers.

w	Life and disability premiums

w	Relocation reimbursement plan available to all employees including Named Executive Officers. The plan provides for reimbursement of relocation costs and a "gross-up" on amounts taxable to the employee.

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

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

•	A long-term incentive program that for 2018 granted a mix of one-third restricted stock units and two-thirds performance units which ties performance to stock price and total shareholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable total stockholder return over the longer-term;

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

•	Caps on annual cash incentives and the value of the TSR performance unit award;

•	Broad range of performance measures we utilize under our short-term incentive plan, which for executive officers, and employees alike, includes both financial and operational goals; and

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Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Forfeiture of Incentive Awards for Misconduct (Clawback) on page 49; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 46; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Management Incentive Plan if it deems appropriate.

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(1)	Reflects the dollar amount of base salary paid in the designated fiscal year. Base salary for Mr. Brausen includes an additional $25,000 per month from the date on which he became our Interim Chief Financial Officer until he transitioned to our Senior Advisor and base salary for Mr. McLellan for the year 2018 includes an additional one-month of salary pursuant to Brazilian labor practices.

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

(3)

Reflects the grant date fair value for each Named Executive Officer’s grants of RSUs and TSR and ROIC performance units in the applicable fiscal year, and the stock-based retention award granted to Mr. McLellan in 2017, in each case determined in accordance with FASB ASC 718. Includes the value of any awards deferred under our non-qualified equity deferral plan. ROIC performance units are accounted for as share-based payments in accordance with FASB ASC 718 and for executive officers are settled in cash. In accordance with SEC rules, the grant date fair value for performance units excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 20 to our audited financial statements for 2018. TSR performance units granted in 2018 assumes target level performance against the specified goals. The table below shows the value of the TSR performance units granted in 2018 assuming that the highest level of performance conditions will be achieved:

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(a)

Assumes (i) the issuance of the maximum number of shares permitted to be issued, and (ii) that the 30-day trading average price of a share of our Common Stock plus dividends, or ending value, is at least $106.08 when the performance units vest. The number of shares actually issued is subject to reduction so that the ending value multiplied by the number of shares issued does not exceed $106.08 multiplied by the number of performance units awarded.

(4)	Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined using the Black-Scholes model and in accordance with FASB ASC 718. The assumptions used in the valuation are discussed in note 20 to our audited financial statements for the year-ended December 31, 2018.

(5)	Reflects awards under our Management Incentive Plan. We have included additional information about our Management Incentive Plan, including the performance measures for 2018 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 40, in our Compensation Discussion and Analysis.

(6)	Includes the aggregate increase in the actuarial value of pension benefits for 2018, 2017 and 2016 under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack and McLellan and Ms. Ricard, and under Cargill’s international employees’ pension plan for Mr. McLellan.

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(7)	The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2018:

(a)	Reflects amounts reimbursed under our travel policy for travel by Mr. O’Rourke and Ms. Ricard’s spouses for site visits and to industry and investor conferences. Mr. O’Rourke’s spouse accompanied him on a chartered flight for business purposes in accordance with our travel policy, for which there was no incremental cost to us.

(b)	This amount represents tax reimbursements on relocation expenses, under our travel policy and under expatriate arrangements, which are described in footnote (e) below.

(c)

Reflects our contributions for Named Executive Officers to the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic Investment Plan that exceed limitations for tax-qualified plans under the Code that are contributed to the Mosaic Non-Qualified Deferred Compensation Plan. We have included additional information the Mosaic Non-Qualified Deferred Compensation Plan under “Non-Qualified Deferred Compensation” on page 61.

(d)	Includes dividend equivalents paid upon vesting of RSUs in 2018.

(e)	Includes the following expatriate benefits:

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For Mr. McLellan, $766,842 in taxes paid on Mr. McLellan’s behalf; and $222,624 of miscellaneous expenses related to his assignment (including tax planning fees, language lessons, car and driver expenses, meals, service fees, immigration costs and an expense allowance). We also made $114,581 of tax reimbursements under Mr. McLellan’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above.

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For Mr. Precourt, $257,796 in taxes paid on Mr. Precourt’s behalf; and $17,325 of miscellaneous expenses related to his assignment (including tax planning expenses, service fees and immigration costs). We also made $6,291 of tax reimbursements under Mr. Precourt’s expatriate arrangement for taxes on amounts we reimbursed that are taxable compensation to Mr. Precourt. In accordance with applicable SEC rules, the tax reimbursement is included in the “Tax Reimbursements” row in the table above.

(f)	This amount represents fees paid to a board search firm.

(g)	Includes the following severance benefits:

•	Mr. Mack’s separation agreement provides for a separation payment ($1,736,100), a payment in recognition of his past service ($1,500,000), and payment in lieu of his 2018 annual bonus ($214,000), 12 months of medical and dental continuation (up to $22,184), accrued vacation time as of his last day of employment ($74,192) and reasonable outplacement services (up to $25,000). In addition, Mr. Mack

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Ms. Bor’s severance includes one and one-half times her base salary ($622,500), an amount equal to one and one-half times her annual target bonus percent for the year prior to the year of termination ($373,500), a pro-rata portion of of the 2018 annual bonus based on actual performance ($458,200), accrued vacation time as of her last day of employment ($4,788), 12 months of medical and dental continuation (up to $22,184) and reasonable outplacement services (up to $25,000).

(8)	Mr. Freeland joined Mosaic on June 4, 2018, as our Senior Vice President and Chief Financial Officer.

(9)	Mr. Brausen served as Mosaic’s Senior Vice President - Financial and Interim Chief Financial Officer from January 31, 2018, until June 4, 2018 and then transitioned to a Senior Advisor.

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

(11)	Mr. McLellan was our Senior Vice President - Brazil until May 10, 2018, when he became our Senior Vice President - Mosaic Fertilizantes.

(12)	Ms. Bors became a Named Executive Officer in 2018. Ms. Bors left the Company on November 30, 2018, at which time all of her outstanding and unvested equity awards were forfeited.

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(1)	Amounts in these columns represent potential payouts under the Management Incentive Plan. Actual amounts paid are shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our Management Incentive Plan, under “Short-Term Incentive Program” beginning on page 40 in our Compensation Discussion and Analysis.

(2)	Amounts in these columns represent the potential number of performance units that may be earned and vested based on absolute TSR performance. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 42.

(3)	Amounts in this column represent the number of restricted stock units awarded to each Named Executive Officer under our Long-Term Incentive Program as described beginning on page 42 in our Compensation Discussion and Analysis.

(4)

Amounts in this column reflect the grant date fair value of the applicable award which was determined in accordance with FASB ASC 718. In accordance with SEC rules, the grant date fair value for TSR performance units excludes the effect of estimated forfeitures. The assumptions used in valuing these long-term incentives are described in note 20 to our audited financial statements for the year-ended December 31, 2018. The grant date fair market value of TSR performance units is determined using a Monte Carlo simulation model. RSUs are issued at a price equal to the fair market value of Mosaic Common Stock on the date of grant.

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

(2)	The amounts for RSUs were calculated by multiplying the closing market price of a share of our Common Stock on December 31, 2018, of $29.21 per share by the number of unvested shares. The amount for Mr. McLellan was calculated as described in note 13 below.

(3)	These RSUs vest on March 8, 2021.

(4)

These awards vested on March 3, 2019. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the maximum level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2018. Approximately 136.84% of the units awarded in fact vested.

(5)

These ROIC performance units were granted with vesting based on performance through December 31, 2018. In accordance with SEC rules, the number of performance units shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of performance units shown times the closing price of a share of our Common Stock on December 31, 2018. These awards did not in fact pay out and were forfeited because our cumulative return on invested capital did not meet the threshold for vesting and payment.

(6)

These performance units vest on March 2, 2020. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2018.

(7)

These performance units vest on March 8, 2021. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the maximum level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2018.

(8)	These stock options vested on March 3, 2019.

(9)	Half of these stock options vested on March 2, 2019 and half vest on March 2, 2020.

(10)	These RSU’s vest on June 4, 2021.

(11)	These RSU’s vest on March 2, 2020.

(12)	Mr. Mack departed the Company on May 31, 2018, at which time all outstanding performance units were forfeited and the remaining term on any outstanding options were limited to the lesser of the termination date according to the terms of the award agreement or five years from Mr. Mack’s date of departure.

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

(1)	Amounts shown in this column are calculated by multiplying the number of shares vested times the closing price of our Common Stock on the applicable vesting date.

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(1)

Annual benefits for Messrs. Mack and McLellan and Ms. Ricard under the applicable Cargill U.S. salaried employees’ pension plan are equal to 0.80% of final average salary plus 0.35% of final average salary in excess of Covered Compensation (as defined for social security purposes), all times years of service. Years of service are limited to (i) 40 years for the 0.80% component of the benefit, and (ii) 35 years for the 0.35% component of the benefit. Service is frozen for Messrs. Mack and McLellan and Ms. Ricard as of December 31, 2004 and final

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discount rates of 4.11% (for Mr. Mack and Ms. Ricard) and 4.06% (for Mr. McLellan); 3.97% (for Mr. Mack and Ms. Ricard) and 3.85% (for Mr. McLellan); and 3.92% for the present value calculation as of December 31, 2018, 2017 and 2016, respectively, and post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2016 and no collar adjustments as of December 31, 2018 and December 31, 2017 and the post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods,

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

•	expected terminations, disability and pre-retirement mortality: none for Mr. McLellan and Ms. Ricard and May 31, 2018, for Mr. Mack.

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

(3)

Following termination of employment, Mr. McLellan is entitled to a lump sum that increases each year to age 65. The lump sum payment begins at $552,000 if termination of employment occurs after age 62 and prior to attaining age 63 and increases annually to $760,000 if termination of employment occurs after age 65; for Ms. Ricard, the lump sum payment begins at $36,000 if termination of employment occurs after age 55 and prior to attaining age 56 and increases annually to $129,000 if termination of employment occurs after age 65.

(1)	These amounts are included as part of the compensation shown for the Named Executive Officer in the “Salary” or “Non-Equity Incentive Plan Compensation” column for 2018 in the Summary Compensation Table.

(2)

These amounts represent Company restoration contributions under the Mosaic Non-Qualified Deferred Compensation Plan. The amount contributed equals the amount that would have been contributed to our tax-qualified defined contribution plan for the Named Executive Officer that exceeds limitations for tax-qualified plans under the Code. These amounts are included as part of the compensation shown for the Named Executive Officer in the “All Other Compensation” column for 2018 in the Summary Compensation Table.

(3)	These amounts represent earnings on each Named Executive Officer’s account balance for 2018. Gains and losses accrue at rates equal to those on various investment alternatives selected by the participant. None of these amounts are included in compensation reported in the Summary Compensation Table because none of the earnings are considered to be above market.

(4)	Shows payments made to each Named Executive Officer from his account in 2018.

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

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

•	by us without cause;

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

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

•	by the covered executive without good reason.

•	base salary for services through the date of termination;

•	bonus amounts earned through the date of termination;

•	vested stock options;

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

•	vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 58; and

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

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

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

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

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

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

•	compensation for unused vacation; and

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

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

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

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

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

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

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

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

•	we would also credit the executive officer’s account under the Mosaic Non-Qualified Deferred Compensation Plan with certain amounts that we would have credited through the date of termination of employment under the Mosaic Investment Plan that either:

•	“Cause” means:

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•	“Good reason” means:

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

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

§	for whose election proxies were solicited by our Board; or

§	who were appointed by our Board to fill vacancies caused by death, resignations or newly-created directorships; or

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

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

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

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

•	disclosing confidential information; and

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

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•	the termination of employment was effective as of December 31, 2018;

•	the pro rata portion of the annual bonus that would have been payable as of the date of severance was based on the actual bonus under our Management Incentive Plan for 2018;

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

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

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

•	the 30-day trading average of our Common Stock as of the date of termination of employment was equal to that for the period ended December 31, 2018.

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(1)	Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 31, 2018, the last trading day of 2018, at a price of $29.21, shares of our Common Stock that:

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

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

(2)

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

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

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

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

(2)	Includes the following shares subject to stock options or RSUs exercisable, vested or vesting within 60 days of March 22, 2019:

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

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

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

(1)	Share ownership is as of December 31, 2018, as set forth on a Schedule 13G/A (Amendment No. 6) filed with the SEC on February 11, 2019. Based solely on that filing:

(a)	The Vanguard Group, Inc. is deemed to beneficially own 39,995,193 shares of our common stock, with sole voting power as to 417,656 shares, sole dispositive power as to 39,509,713 shares, shared voting power as to 87,876 shares and shared dispositive power as to 485,480 shares;

(b)	Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 298,925 shares of our common stock for which it serves as investment manager of collective trust accounts; and

(c)	Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 300,407 shares of our common stock for which it serves as investment manager of Australian investment offerings.

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

(3)	Share ownership is as of December 31, 2018, as set forth in the Schedule 13G/A (Amendment No. 5) filed with the SEC on February 6, 2019. Based solely on that filing, BlackRock, Inc. is deemed to beneficially own 25,829,156 shares of our common stock, with sole voting power as to 22,322,594 shares and sole dispositive power as to all of such shares.

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•	you participate in the meeting and vote through www.virtualshareholdermeeting.com/MOS2019; or

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

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

•	electronically, using the Internet;

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

•	via the Internet, during the 2019 Annual Meeting, by going to www.virtualshareholdermeeting.com/MOS2019 and using your control number (included on the Notice of Internet Availability of Proxy Materials we mailed to you or on the proxy card, if you requested one be sent to you).

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•	Election of 12 directors: Cheryl K. Beebe, Oscar P. Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, William T. Monahan, James (“Joc”) C. O’Rourke, Steven M. Seibert, Luciano Siani Pires and Kelvin R. Westbrook;

•	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2019; and

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

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

•	“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for year ending December 31, 2019; and

•	“FOR” the Say-on-Pay Proposal.

•	if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than 11:59 p.m. Eastern Time on May 22, 2019;

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

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

•	by voting virtually during the meeting at www.virtualshareholdermeeting.com/MOS2019.

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