XML 58 R36.htm IDEA: XBRL DOCUMENT
v3.20.4

Financing Arrangements | 12 Months Ended
--- | ---
Dec. 31, 2020
Debt Disclosure [Abstract] |
Financing Arrangements | 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 Term Loan Facility is described below under “Long-Term Debt, including Current Maturities.” In July 2020, we entered into a First Amendment to the Second Amended and Restated Credit Agreement, Extension Agreement, and Increase Agreement (the “First Amendment”) to the Mosaic Credit Facilit y. The First Amendment extends the maturity date of the Mosaic Credit Facility by one year, to November 18, 2022, and increased the revolving credit facility from $2.0 billion to $2.2 billion. The First Amendment also makes certain adjustments to the interest rate margins and pricing grid in a manner congruent with the debt ratings of the Company. No changes were made to the covenants in the Mosaic Credit Facility with respect to interest coverage and leverage ratio requirements pursuant to the First Amendment. 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, 2020. 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, 2020, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $12.4 million. At December 31, 2019, we had outstanding letters of credit of $13.1 million. The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $2.19 billion as of December 31, 2020. Unused commitment fees under the Mosaic Credit Facility and Prior Credit Facility accrued at an average annual rate of 0.20% during the first half of 2020, increasing to 0.40% in July of 2020, under the First Amendment. Unused commitment fees generated expenses of $6.0 million during 2020. As of December 2019 and 2018, unused commitment fees accrued at an average rate of 0.20%, generating expenses of $4.0 million. 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, 2020, and various other short-term borrowings related to our international operations in India, China and Brazil. These other short-term borrowings outstanding were $0.1 million and $41.6 million as of December 31, 2020 and 2019, respectively. We had additional outstanding bilateral letters of credit of $54.7 million as of December 31, 2020, which includes $50.0 million as required by the 2015 Consent Decrees as described further in Note 15 of our Consolidated Financial Statements. On January 7, 2020, we entered into an inventory financing arrangement to sell up to $400 million of certain inventory for cash and subsequently to 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, 2020, there was no outstanding balance under this facility. On March 4, 2020, we entered into a Receivable Purchasing Agreement ("RPA"), with a bank whereby, from time-to-time, we sell certain receivables. The net face value of the purchased receivables may not exceed $150 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. We record the purchase price as short-term debt, and recognize interest expense by accreting the liability through the due date of the underlying receivables. Following the sale to the bank, we continue to service the collection of the receivables on behalf of the bank without further consideration. As of December 31, 2020, there was no outstanding balance under this facility. 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 a balance of $147.1 million as of December 31, 2020. 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, finance leases, unsecured debentures and secured notes. Long-term debt as of December 31, 2020 and 2019, respectively, consisted of the following:
(in millions) |  | December 31, 2020 Stated Interest Rate |  | December 31, 2020 Effective Interest Rate |  | Maturity Date |  | December 31, 2020 Stated Value |  | Combination Fair Market Value Adjustment |  | Discount on Notes Issuance |  | December 31, 2020 Carrying Value |  | December 31, 2019 Stated Value |  | Combination Fair Market Value Adjustment |  | Discount on Notes Issuance |  | December 31, 2019 Carrying Value
Unsecured notes |  | 3.25% - 5.63% |  | 5.01% |  | 2021- 2043 |  | $ | 4,000.0 |  |  | $ | — |  |  | $ | (5.3) |  |  | $ | 3,994.7 |  |  | $ | 4,000.0 |  |  | $ | — |  |  | $ | (6.3) |  |  | $ | 3,993.7 |
Unsecured debentures |  | 7.30% |  | 7.19% |  | 2028 |  | 147.1 |  |  | 0.9 |  |  | — |  |  | 148.0 |  |  | 147.1 |  |  | 1.0 |  |  | — |  |  | 148.1 |
Term loan(a) |  | Libor plus 1.25% |  | Variable |  | 2021 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Finance leases |  | 0.86% - 19.72% |  | 3.80% |  | 2020- 2030 |  | 344.5 |  |  | — |  |  | — |  |  | 344.5 |  |  | 345.1 |  |  | — |  |  | — |  |  | 345.1 |
Other(b) |  | 2.50% - 9.98% |  | 3.13% |  | 2021- 2026 |  | 78.8 |  |  | 12.0 |  |  | — |  |  | 90.8 |  |  | 71.6 |  |  | 14.2 |  |  | — |  |  | 85.8 |
Total long-term debt |  |  |  | 4,570.4 |  |  | 12.9 |  |  | (5.3) |  |  | 4,578.0 |  |  | 4,563.8 |  |  | 15.2 |  |  | (6.3) |  |  | 4,572.7 |
Less current portion |  |  |  | 502.9 |  |  | 2.3 |  |  | (1.0) |  |  | 504.2 |  |  | 45.9 |  |  | 2.3 |  |  | (1.0) |  |  | 47.2 |
Total long-term debt, less current maturities |  |  |  | $ | 4,067.5 |  |  | $ | 10.6 |  |  | $ | (4.3) |  |  | $ | 4,073.8 |  |  | $ | 4,517.9 |  |  | $ | 12.9 |  |  | $ | (5.3) |  |  | $ | 4,525.5 |
______________________________ (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) |
2021 | $ | 504.2 |
2022 | 610.6 |
2023 | 986.3 |
2024 | 174.2 |
2025 | 11.6 |
Thereafter | 2,291.1 |
Total | $ | 4,578.0 |
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 financing 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 a later date, stipulated in accordance with the commercial terms negotiated. At December 31, 2020 and 2019, these structured accounts payable arrangements were $640.0 million and $740.6 million, respectively.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration