MOSAIC COMOS
MOSAIC CO Debt Disclosure
FINANCING ARRANGEMENTS
Mosaic Credit Facility
On May 16, 2025, we amended our committed, unsecured five-year revolving credit facility of up to $2.5 billion (the “Amended and Restated Mosaic Credit Facility”), extending the maturity date to May 16, 2030, from August 19, 2026. This facility is intended to serve as our primary unsecured bank credit facility. The Amended and Restated Mosaic Credit Facility also reduces the rates applicable to the unused commitment fees and provides us with additional flexibility under other restrictive covenants, compared to the facility prior to this amendment.
The Amended and Restated Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with outstanding principal amount of $100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.
The Amended and Restated Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness (as defined), which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0, as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0. We were in compliance with these ratios as of December 31, 2025.
The Amended and Restated Mosaic Credit 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.
As of December 31, 2025 and 2024, we had no outstanding letters of credit that reduced the availability of revolving loans under the Amended and Restated Mosaic Credit Facility. The net availability for revolving borrowings under this facility was approximately $2.50 billion as of both December 31, 2025 and December 31, 2024. In 2025, unused commitment fees accrued at a rate of 0.15% through May 16, 2025, the date the credit facility was amended, and at a rate of 0.125% thereafter, resulting in total expense of $3.4 million for the year. For the years ended December 31, 2024 and 2023 unused commitment fees accrued at an average rate of 0.15%, resulting in expenses of $3.8 million in each period.
Short-Term Debt
Short-term debt consists of the revolving credit facility under the Amended and Restated Mosaic Credit Facility, under which there were no borrowings as of December 31, 2025, working capital financing arrangements and various other short-term borrowings related to our international operations in India, China and Brazil. These other short-term borrowings outstanding were $759.9 million and $847.1 million as of December 31, 2025 and 2024, respectively.
We have an inventory financing arrangement whereby we can sell up to $625 million of certain inventory for cash and subsequently repurchase the inventory at an agreed upon price and time in the future, not to exceed 180 days. Under the terms of the agreement, we may borrow up to 90% of the value of the inventory. It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs. As of December 31, 2025 and 2024, we had financed inventory of $300.2 million and $199.5 million, respectively, under this arrangement, which is included in short-term debt on the Consolidated Balance Sheet.
We have Receivable Purchasing Agreements (“RPAs”), with banks whereby, from time-to-time, we sell certain receivables. The net face value of the purchased receivables may not exceed $500 million at any point in time. The purchase price of the receivable sold under the RPA is the face value of the receivable less an agreed upon discount. The receivables sold under the RPAs are accounted for as true sales. Upon sale, these receivables are removed from the Consolidated Balance Sheets. Cash received is presented as cash provided by operating activities in the Consolidated Statements of Cash Flows.
The Company sold approximately $668.9 million and $430.7 million during 2025 and 2024, respectively, of accounts receivable under these arrangements. Discounts on sold receivables were not material for any period presented. Following the sale to the banks, we continue to service the collection of the receivables on behalf of the banks without further consideration. As of December 31, 2025 and 2024, there was no amount outstanding to be remitted to the bank. Any outstanding amount would be classified in accrued liabilities on the Consolidated Balance Sheets. Cash collected and remitted is presented as cash used in financing activities in the Consolidated Statements of Cash Flows.
We have a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $2.5 billion. We plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program. As of December 31, 2025, we had $459.5 million outstanding under this program, with a weighted average interest rate of 3.99% and a remaining average term of 10 days. As of December 31, 2024, we had $609.2 million outstanding under this program, with a weighted average interest rate of 4.74% and a remaining average term of 10 days.
We had additional outstanding bilateral letters of credit of $64.6 million as of December 31, 2025, which includes $50.0 million as required by the 2015 Consent Decrees as described further in Note 14 of our Consolidated Financial Statements.
Long-Term Debt, including Current Maturities
On, November 10, 2025, we issued new senior notes consisting of $500 million aggregate principal amount of 4.350% due 2029 and $400 million aggregate principal amount of 4.60% due 2030 (the “Senior Notes of 2025”). We have the following additional senior notes outstanding: $700 million aggregate principal amount of 4.050% senior notes due 2027 (the “Senior Notes of 2017”), $400 million aggregate principal amount of 5.375% due 2028 (the “Senior Notes of 2023”); and $500 million aggregate principal amount of 5.45% senior notes due 2033 and $600 million aggregate principal amount of 5.625% senior notes due 2043 (collectively, the “Senior Notes of 2013”); and $300 million aggregate principal amount of 4.875% senior notes due 2041 (the “Senior Notes of 2011”).
The Senior Notes of 2011, the Senior Notes of 2013, the Senior Notes of 2017, the Senior Notes of 2023 and the Senior Notes of 2025 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness. The indenture governing these notes contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as other events of default.
In May 2023, we entered into a ten year senior unsecured term loan facility pursuant to which we can draw up to $700 million. The term loan matures on May 18, 2033. We may voluntarily prepay the outstanding principal without premium or penalty. As of December 31, 2025 and 2024, $570 million has been drawn under this facility. Interest rates for the term loan are variable and are based on the Secured Overnight Financing Rate (“SOFR”) plus credit spread adjustments.
A debenture issued by Mosaic Global Holdings, Inc., one of our consolidated subsidiaries, due in 2028 (the “2028 Debenture”), is outstanding as of December 31, 2025, with a balance of $147.1 million. The indenture governing the 2028 Debenture also contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as events of default. The obligations under the 2028 Debenture are guaranteed by the Company and several of its subsidiaries.
Long-term debt primarily consists of unsecured notes, unsecured debentures, our term loan, finance leases, and secured notes. Long-term debt as of December 31, 2025 and 2024, respectively, consisted of the following:
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Stated Interest Rate | Effective Interest Rate | Maturity Date | Stated Value | Combination Fair Market Value Adjustment | Discount on Notes Issuance | Carrying Value | Stated Value | Combination Fair Market Value Adjustment | Discount on Notes Issuance | Carrying Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unsecured notes | 4.05% - 5.63% | 5.26% | 2027- 2043 | $ | 3,400.0 | $ | — | $ | (5.6) | $ | 3,394.4 | $ | 2,500.0 | $ | — | $ | (5.1) | $ | 2,494.9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unsecured debentures | 7.30% | 7.19% | 2028 | 147.1 | 0.2 | — | 147.3 | 147.1 | 0.3 | — | 147.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan | 30 Day SOFR | 6.27% | 2033 | 570.0 | — | — | 570.0 | 570.0 | — | — | 570.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Finance leases | 0.77% - 13.02% | 7.82% | 2026- 2034 | 176.0 | — | — | 176.0 | 144.8 | — | — | 144.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other(a) | 6.53% - 8.00% | 5.00% | 2026- 2027 | 3.3 | 3.0 | — | 6.3 | 17.1 | 3.4 | — | 20.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total long-term debt | 4,296.4 | 3.2 | (5.6) | 4,294.0 | 3,379.0 | 3.7 | (5.1) | 3,377.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less current portion | 43.0 | 0.8 | (0.7) | 43.1 | 45.4 | 0.4 | (0.5) | 45.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total long-term debt, less current maturities | $ | 4,253.4 | $ | 2.4 | $ | (4.9) | $ | 4,250.9 | $ | 3,333.6 | $ | 3.3 | $ | (4.6) | $ | 3,332.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
______________________________
(a) Includes deferred financing fees related to our long-term debt.
Scheduled maturities of long-term debt are as follows for the periods ending December 31:
| (in millions) | |||||
| 2026 | $ | 43.1 | |||
| 2027 | 727.4 | ||||
| 2028 | 575.2 | ||||
| 2029 | 569.1 | ||||
| 2030 | 404.3 | ||||
| Thereafter | 1,974.9 | ||||
| Total | $ | 4,294.0 | |||
Structured Accounts Payable Arrangements
In Brazil, we finance some of our potash-based fertilizer, sulfur, ammonia and other raw material product purchases through third-party contractual arrangements. These arrangements provide that the third-party intermediary advance the amount of the scheduled payment to the vendor, less an appropriate discount, at a scheduled payment date and Mosaic makes payment to the third-party intermediary at dates ranging from 119 to 193 days from date of shipment. At December 31, 2025 and 2024, these structured accounts payable arrangements were $480.1 million and $402.3 million, respectively. Payments and proceeds rollforward information on structured payable arrangements are provided on the Consolidated Statements of Cash Flows. During 2025 and 2024, the interest expense component of such programs were $21.9 million and $22.9 million, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 20, 2020 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.