FINANCING ARRANGEMENTS

Mosaic Credit Facility

On November 18, 2016, we entered into a new unsecured five-year credit facility of up to $2.72 billion (the “Mosaic Credit Facility”), which includes a $2.0 billion revolving credit facility and a $720 million term loan facility (the “Term Loan Facility”). The Mosaic Credit Facility is intended to serve as our primary senior unsecured bank credit facility. It increased, extended and replaced our prior unsecured credit facility, which consisted of a revolving facility of up to $1.5 billion (the “Prior Credit Facility”). Letters of credit outstanding under the Prior Credit Facility in the amount of approximately $18.3 million became letters of credit under the Mosaic Credit Facility. The maturity date of the Mosaic Credit Facility, including final maturity of the term loan thereunder, is November 18, 2021. The Term Loan Facility is described below under “Long-Term Debt, including Current Maturities.”

The Mosaic Credit 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 Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness 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, 2018.

The 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, 2018, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $14.3 million. At December 31, 2017, we had outstanding letters of credit of $15.4 million. The net available borrowings for revolving loans under the Mosaic Credit Facility as of December 31, 2018 and 2017 were approximately $1.99 billion and $1.98 billion, respectively. Unused commitment fees under the Mosaic Credit Facility and Prior Credit Facility accrued at an average annual rate of 0.20% for 2018, 0.16% for 2017, and 0.13% for 2016, generating expenses of $4.0 million, $3.3 million and $2.0 million, respectively.

Short-Term Debt

Short-term debt consists of the revolving credit facility under the Mosaic Credit Facility, under which there were no borrowings as of December 31, 2018, and various other short-term borrowings related to our related to our international operations in India, China and Brazil These other short-term borrowings outstanding were $11.5 million and $6.1 million as of December 31, 2018 and 2017, respectively.

We had additional outstanding bilateral letters of credit of $54.4 million as of December 31, 2018, 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 13, 2017, we issued new senior notes consisting of $550 million aggregate principal amount of 3.250% senior notes due 2022 and $700 million aggregate principal amount of 4.050% senior notes due 2027 (collectively, the “Senior Notes of 2017”). Proceeds from the Senior Notes of 2017 were used to fund the cash portion of the purchase price of the Acquisition paid at closing, transactions costs and expenses, and to fund a portion of the prepayment of the Term Loan Facility.

The Mosaic Credit Facility included the Term Loan Facility, under which we borrowed $720 million. The proceeds were used to prepay a prior term loan facility. In 2018, we prepaid the outstanding balance of $684 million under the Term Loan Facility, without premium or penalty.

We have additional senior notes outstanding, consisting of (i) $900 million aggregate principal amount of 4.25% senior notes due 2023, $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 (ii) $450 million aggregate principal amount of 3.750% senior notes due 2021 and $300 million aggregate principal amount of 4.875% senior notes due 2041 (collectively, the “Senior Notes of 2011”).

The Senior Notes of 2011, the Senior Notes of 2013 and the Senior Notes of 2017 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.

Two debentures issued by Mosaic Global Holdings, Inc., one of our consolidated subsidiaries, the first due in 2018 (the “2018 Debentures”), was paid off on the maturity date of August 1, 2018, and the second due in 2028 (the “2028 Debentures”), remains outstanding with balance of $147.1 million, as of December 31, 2018. The indentures governing the 2028 Debentures also contain 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 Debentures are guaranteed by the Company and several of its subsidiaries.

Long-term debt primarily consists of unsecured notes, term loans, capital leases, unsecured debentures and secured notes. Long-term debt as of December 31, 2018 and 2017, respectively, consisted of the following:



(in millions)	December 31, 2018 Stated Interest Rate	December 31, 2018 Effective Interest Rate	Maturity Date	December 31, 2018 Stated Value		Combination Fair Market Value Adjustment		Discount on Notes Issuance			December 31, 2018 Carrying Value		December 31, 2017 Stated Value			Combination Fair Market Value Adjustment		Discount on Notes Issuance			December 31, 2017 Carrying Value
Unsecured notes	3.25% - 5.63%	5.01%	2021- 2043	$	4,000.0	$	—	$	(7.3	)	$	3,992.7	$	4,000.0		$	—	$	(8.5	)	$	3,991.5
Unsecured debentures	7.30%	7.19%	2028	147.1		1.1		—			148.2		236.1			1.4		—			237.5
Term loan^(a)	Libor plus 1.25%	Variable	2021	—		—		—			—		684.0			—		—			684.0
Capital leases	2.24% - 19.95%	4.00%	2019- 2030	302.2		—		—			302.2		326.6			—		—			326.6
Other^(b)	2.50% - 9.98%	7.98%	2021- 2026	58.0		16.4		—			74.4		(18.0		)	—		—			(18.0		)
Total long-term debt				4,507.3		17.5		(7.3		)	4,517.5		5,228.7			1.4		(8.5		)	5,221.6
Less current portion				24.7		2.3		(1.0		)	26.0		344.2			0.4		(1.1		)	343.5
Total long-term debt, less current maturities				$	4,482.6	$	15.2	$	(6.3	)	$	4,491.5	$	4,884.5		$	1.0	$	(7.4	)	$	4,878.1

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(a)	Term loan facility is pre-payable.


(b)	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)
2019	$	26.0
2020	39.2
2021	485.8
2022	580.4
2023	962.8
Thereafter	2,423.3
Total	$	4,517.5