MOSAIC CO — Annual Report 2017

Jun 27, 2017

11-K 1 a11-kxmosaicinvestmentplan.htm 11-K - MOSAIC INVESTMENT PLAN (2017) html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

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

For the transition period from to

Commission file number 001-32327

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

MOSAIC INVESTMENT PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

The Mosaic Company

Atria Corporate Center - Suite E490

3033 Campus Drive

Plymouth, MN 55441

763-577-2700

MOSAIC INVESTMENT PLAN

Plan No. 004

Financial Statements and Supplemental Schedule

December 31, 2016 and 2015

(With Report of Independent Registered Public Accounting Firm Thereon)

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	1
Financial Statements:
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)	10

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Mosaic Investment Plan:

We have audited the accompanying statements of net assets available for benefits of the Mosaic Investment Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. - An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016 , has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016 is fairly stated in all material respects in relation to the financial statements as a whole.

KPMG LLP

Minneapolis, Minnesota

June 27, 2017

MOSAIC INVESTMENT PLAN

Plan No. 004

Statements of Net Assets Available for Benefits

December 31, 2016 and 2015

Assets:
Investments, at fair value	$ 662,382,503	$ 623,167,152
Receivables:
Employer contributions	20,182,868	20,938,755
Notes Receivable from participants	10,399,548	10,332,605
Total receivables	30,582,416	31,271,360
Net assets available for benefits	$ 692,964,919	$ 654,438,512

See accompanying notes to financial statements.

2

MOSAIC INVESTMENT PLAN

Plan No. 004

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2016 and 2015

Additions to net assets attributed to:
Investment income (loss):
Interest and dividends	$ 8,266,842	$ 12,142,492
Net realized and unrealized appreciation (depreciation) in
fair value of investments:	37,220,732	(27,255,006	)
Net investment income (loss)	45,487,574	(15,112,514	)
Contributions
Participants	26,908,201	26,954,580
Employer	31,589,015	31,767,327
Total contributions	58,497,216	58,721,907
Asset Transfers from qualified plans	413,782	580,851
Other	35,615	4,066
Total additions	104,434,187	44,194,310
Deductions from net assets attributed to:
Benefits paid	65,478,110	59,208,890
Administrative fees	429,670	367,953
Total deductions	65,907,780	59,576,843
Net increase (decrease)	38,526,407	(15,382,533	)
Net assets available for benefits:
Beginning of year	654,438,512	669,821,045
End of year	$ 692,964,919	$ 654,438,512

See accompanying notes to financial statements.

3

MOSAIC INVESTMENT PLAN

Plan No. 004

Notes to Financial Statements

December 31, 2016 and 2015

(1) Description of the Plan

The following description of the Mosaic Investment Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

(a) General

The Plan was established on March 1, 1988. The Plan is a defined contribution plan maintained by The Mosaic Company (the Company) for eligible U.S. salaried and nonunion hourly employees. Employees are eligible to participate in the Plan immediately upon their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

(b) Contributions

The Plan is funded by contributions from participants in the form of payroll deductions/salary reductions from 1% to 75% of participants’ eligible pay (subject to Internal Revenue Service (IRS) annual statutory limits of $18,000 for 2016 and 2015, respectively) in before‑tax dollars, after‑tax dollars, or a combination of both. Additional before‑tax “catch‑up” contributions are allowed above the IRS annual dollar limit for employees at least age 50 or who will reach age 50 during a given calendar year. Participants are automatically enrolled into the Plan upon meeting eligibility requirements, and direct the investment of their contributions into various investment options offered by the Plan. The Plan is also funded by Company matching contributions, which are subject to certain limitations imposed by Section 415 of the Internal Revenue Code (IRC). For the years ended December 31, 2016 and 2015, the Company made matching contributions equal to 100% of the first 3% of the participants’ compensation contributed and 50% of the next 3% of the participants’ compensation contributed. The Company also makes an annual nonelective employer contribution that is based on a percentage of the employee’s eligible pay, subject to certain limitations and requirements. The Company made non-elective employer contributions of $17,714,276 and $15,357,000 in 2016 and 2015, respectively. At the sole discretion of Mosaic’s Board of Directors or its designee, the Company may make an annual discretionary employer contribution. The Company made discretionary employer contributions of $2,708,729 and $4,779,997 in 2016 and 2015, respectively. All or any portion of the profit sharing or Company matching contributions initially deposited to the Mosaic Stock Fund may be in the form of cash or shares of Company common stock. Generally, a participant must be employed on the last day of the Plan year to be eligible for the nonelective employer contribution or the discretionary employer contribution.

Participants may roll over their vested benefits from other qualified benefit plans to the Plan.

(c) Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions, (b) Plan earnings (losses), and (c) notes receivable from participant administrative expenses. Each participant’s account is charged with an allocation of certain administrative expenses. Allocations are based on earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

(d) Administrative Expenses

Administrative expenses are to be paid by the Plan but may be paid by the Company.

(e) Investment Elections

The Plan’s investments are administered by Vanguard Fiduciary Trust Company. Participants can choose from among twenty‑four investment funds.

Participants may elect to change the investment direction of their existing account balances and their future contributions daily.

4

MOSAIC INVESTMENT PLAN

Plan No. 004

Notes to Financial Statements

December 31, 2016 and 2015

(f) Vesting

Participants are immediately vested in the portion of their Plan account related to participant contributions, Company matching contributions, and earnings thereon. Participants are vested in the nonelective employer contribution and the discretionary employer contribution portions of their account after either three years of service, attaining age 65, or death while an employee. Forfeitures of nonvested participant accounts are used first to restore nonelective employer contributions for reemployed employees who are entitled to have forfeitures restored and are then used to offset nonelective employer contributions. In 2016 and 2015, employer contributions were reduced by $244,810 and $246,418, respectively, from forfeited nonvested accounts.

(g) Payment of Benefits

Participants may withdraw their vested account balance upon termination of employment. Under certain conditions of financial hardship, participants working for the Company may withdraw certain funds, but their participation in the Plan will be suspended for six months. Certain withdrawals are available after age 59½ or in the event of disability. Additionally, while still employed, in‑service withdrawals are available subject to certain requirements and limitations.

Subject to potential IRS penalties, participants whose employment is terminated and have a vested account balance in excess of $5,000 may receive their distribution in a lump sum or installments that commence immediately after termination or a later date, but no later than age 70½. Participants may be entitled to additional forms of payment or may need to obtain spousal consent to a distribution or withdrawal if the participant had an account balance from another qualified plan, that plan was maintained by a company that was acquired by the Company, and the participant’s account balance was transferred to this Plan.

(h) Notes Receivable from Participants

Eligible participants may borrow from their fund accounts a minimum loan amount of $500 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Eligible participants may have one loan outstanding at any given time. Account balances attributable to the Company matching contributions are not available for loans, but are included in computing the maximum loan amount. Loan terms range from 6 months to 5 years. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate of 1% above the prevailing prime rate, as quoted in The Wall Street Journal at time of issuance. Interest rates on outstanding loans ranged from 3.25% to 8.25% in 2016 and from 3.25% to 8.75% in 2015. Principal and interest are paid through payroll deductions.

(i) Plan Termination

Although it has not expressed any interest to do so, the Company reserves the right under the Plan to make changes at any time or even suspend or terminate the Plan subject to the provisions of ERISA.

(2) Summary of Significant Accounting Policies

(a) Basis of Accounting

The financial statements of the Plan are prepared under the accrual basis of accounting.

(b) Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

(c) Investment Valuation and Income Recognition

Investments are stated at fair value. The investments in common/collective trust funds hold indirect investments in fully responsive investment contracts and as a result they are recognized at fair value and not contract value which is required for direct investments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value for shares of mutual

5

MOSAIC INVESTMENT PLAN

Plan No. 004

Notes to Financial Statements

December 31, 2016 and 2015

and common/collective trust funds is the net asset value of those shares or units, as determined by the respective funds.

In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-07, Fair Value Measurement (Topic 820) - Disclosures for Investments in Certain Entities That Calculate Net Asset Value Per Share or Its Equivalent . This guidance removes the requirement to include within the fair value hierarchy leveling table those investments for which fair value is measured using the net asset value per share practical expedient. The guidance also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. A reporting entity should apply the amendments retrospectively to all periods presented. Plan management adopted this guidance effective January 1, 2016 on a retrospective basis, which did not have an impact on the financial statements or notes to the financial statements.

Net appreciation (depreciation) in the fair value of investments includes realized gains and losses on investments bought and sold and the change in appreciation (depreciation) from one period to the next. Purchases and sales of securities are accounted for on a trade‑date basis. Dividend income is recorded on the ex‑dividend date. Interest from investments is recorded on the accrual basis.

(d) Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

(e) Payment of Benefits

Benefit payments are recorded when paid.

(f) Administrative Expenses

Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant's account and are included in administrative expenses. Investment related expenses are included in net realized and unrealized appreciation in fair value of investments.

(3) Fair Value Measurements

Accounting Standards Codification (ASC) 820, Fair Value Measurements , defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

ASC 820 also establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 established three levels of inputs that may be used to measure fair value:

• Level 1: quoted prices in active markets for identical assets or liabilities;

• Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are

6

MOSAIC INVESTMENT PLAN

Plan No. 004

Notes to Financial Statements

December 31, 2016 and 2015

not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

• Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Investments Measured at Fair Value on a Recurring Basis

Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2016 and 2015 (Level 1, 2, and 3 inputs are defined above):

	Level 1	Level 2	Level 3	Total
Common stock	$ 23,577,674	$ —	$ —	$ 23,577,674
Mutual funds	183,517,819	—	—	183,517,819
Common/collective trust funds	—	455,287,010	—	455,287,010
Total investments at
fair value	$ 207,095,493	$ 455,287,010	$ —	$ 662,382,503

	Level 1	Level 2	Level 3	Total
Common stock	$ 23,154,278	$ —	$ —	$ 23,154,278
Mutual funds	177,598,516	—	—	177,598,516
Common/collective trust funds	—	422,414,358	—	422,414,358
Total investments at
fair value	$ 200,752,794	$ 422,414,358	$ —	$ 623,167,152

Common stock traded on national exchanges are valued at their closing market prices.

The fair values of the mutual funds are based on observable unadjusted market quotations for identical assets and are priced on a daily basis at the close of the NYSE.

The common/collective trusts (CCTs) are valued utilizing the respective net asset values as reported by such trusts, which represents readily determinable fair value, and are reported at fair value. The fair value has been determined by the trustee sponsoring the CCT by dividing the trust’s net assets at fair value by its units outstanding at the valuation dates. There are no restrictions as to the redemption of these investments and the Plan has no contractual obligations to further invest in any of these CCTs.

For each of the Plan funds (other than money market funds and short-term bond funds), a participant is prohibited from exchanging into a fund account for 60 calendar days after the participant has exchanged out of that fund account.

For the years ended December 31, 2016 and 2015, the Plan held no assets in which significant unobservable inputs (Level 3) were used in determining fair value and there were no transfers between levels.

(4) Federal Income Tax Status

The Plan has received a determination letter from the IRS dated December 2, 2015 stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC, and therefore, the Plan, as amended, is qualified and is tax‑exempt.

7

MOSAIC INVESTMENT PLAN

Plan No. 004

Notes to Financial Statements

December 31, 2016 and 2015

U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.

The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2011.

(5) Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

A portion of the Plan’s net assets is invested in the common stock of the Company. At December 31, 2016 and 2015, approximately 3.4% and 3.5%, respectively, of the Plan’s total assets were invested in the Company’s common stock. The underlying value of the Company common stock is entirely dependent upon the performance of the Company and the market’s evaluation of such performance.

(6) Party-in-Interest Transactions

Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under ERISA unless a specific exemption applied. Vanguard Fiduciary Trust Company is a party‑in‑interest as defined by ERISA as a result of being trustee of the Plan. The Plan invests in funds managed by Vanguard Fiduciary Trust Company. The Plan also engages in transactions involving the acquisition or disposition of common stock of the Company, a party‑in‑interest with respect to the Plan. The Plan also engages in loans to participants. These transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the IRC.

(7) Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits, benefits paid to participants, and investment income per the financial statements to the Form 5500:

Net assets available for benefits per the financial statements	$ 692,964,919	$	2015 — 654,438,512
Adjustment to investment valuation	737,966		1,479,830
Net assets available for benefits per the Form 5500	$ 693,702,885	$	655,918,342
	2016		2015
Benefits paid to participants per the financial statements	$ 65,478,110	$	59,208,890
Less corrective distributions	(108,067	)	(52,754	)
Benefits paid to participants per the Form 5500	$ 65,370,043	$	59,156,136
	2016		2015
Total additions per the financial statements	$ 104,434,187	$	44,194,310
Add adjustment to investment valuation - current year	737,966		1,479,830
Less adjustment to investment valuation - prior year	(1,479,830	)	(2,436,480	)
Asset transfers from qualified plans	(413,782	)	580,851
Total income per the Form 5500	$ 103,278,541	$	43,818,511

8

(8) Subsequent Events

The Plan has evaluated subsequent events from the statement of net assets available for benefits date through June 27, 2017, the date at which financial statements were available to be issued, and determined there were no other items to disclose.

9

SUPPLEMENTAL SCHEDULE

10

Schedule

MOSAIC INVESTMENT PLAN

Plan No. 004

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2016

Identify of issuer	Description	Number of — Shares	Current — Value**
PIMCO	PIMCO Total Return Fund	2,113,561	21,199,012
Oakmark Funds	Oakmark Fund	438,725	31,798,819
T. Rowe Price Trust Co	MFS Institutional International Equity Fund	187,352	3,795,759
Delaware Investments	T. Rowe Price Small-Cap Stock Fund	1,339,941	29,331,318
Northern Trust Global Investments	Delaware U.S. Growth Fund	1,327,754	30,007,233
	Northern Trust S&P 500 Index Fund	259,752	62,603,538
Oakmark Funds	Northern Trust Russell 2000 Index Fund	52,646	13,050,899
GMO Funds	GMO Benchmark-Free Allocation Series Fund	225,630	2,166,050
Vanguard Fiduciary Trust Company*	Vanguard Total Bond Market Index Fund	2,962,485	31,550,463
	Vanguard Prime Money Market Fund	290,391	290,391
	Vanguard Retirement Savings Master Trust	87,859,121	87,859,121
	Vanguard Target Retirement Income Fund	225,592	7,056,509
	Vanguard Target Retirement 2010 Trust Fund	233,328	6,743,179
	Vanguard Target Retirement 2015 Trust Fund	841,713	24,477,013
	Vanguard Target Retirement 2020 Trust Fund	1,784,673	51,452,113
	Vanguard Target Retirement 2025 Trust Fund	2,121,714	60,171,799
	Vanguard Target Retirement 2030 Trust Fund	1,377,907	38,278,242
	Vanguard Target Retirement 2035 Trust Fund	1,312,626	36,543,506
	Vanguard Target Retirement 2040 Trust Fund	968,120	27,443,363
	Vanguard Target Retirement 2045 Trust Fund	688,904	19,537,312
	Vanguard Target Retirement 2050 Trust Fund	456,117	12,994,759
	Vanguard Target Retirement 2055 Trust Fund	166,367	6,348,557
	Vanguard Target Retirement 2060 Trust Fund	24,172	727,099
	Vanguard Total International Stock Index Fund	338,871	33,378,775
The Mosaic Company*	Mosaic Stock Fund	803,876	23,577,674
		$	662,382,503
N/A	Notes receivable from participants due through January 2030	$	10,399,548

• Indicates party-in-interest to the Plan.

** Historical cost is not required for participant directed accounts.

See accompanying report of independent registered public accounting firm.

11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other person who administers the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Minnesota, on the 27th day of June, 2017.

MOSAIC INVESTMENT PLAN
By:	Global Benefits Committee, as Plan Administrator
By:	/s/ Corrine D. Ricard
	Corrine D. Ricard, Chair

S-1

Exhibit Index

Exhibit No.	Description	Filed with Electronic Submission
23	Consent of KPMG LLP, independent registered public accounting firm	X

E-1