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"), comprised of a $2.0 billion revolving facility and a $720 million term loan facility (the "Term Loan Facility"), which is intended to serve as our primary senior unsecured bank credit facility. The Mosaic Credit Facility increased and extended our prior unsecured credit facility entered into on December 5, 2013, consisting of a revolving facility of up to $1.5 billion (the "Prior Credit Facility") that was terminated contemporaneously with our entry into the Mosaic 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 under the Mosaic Credit Facility is described below under "Long-Term Debt, including Current Maturities." The maturity date of the Mosaic Credit Facility, including final maturity of the term loan thereunder, is November 18, 2021.

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.

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, 2016 and 2015, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $15.7 million, and under the Prior Credit Facility of $18.7 million, respectively. The net available borrowings for revolving loans under the Mosaic Credit Facility as of December 31, 2016 were approximately $1,984.3 million, and under the Prior Credit Facility as of December 31, 2015 were approximately $1,481.3 million. Unused commitment fees under the Mosaic Credit Facility and Prior Credit Facility accrued at an average annual rate of 0.128% for 2016, and 0.125% for 2015 and 2014, generating expenses of $2.0 million, $1.9 million and $1.9 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, 2016, and various other short-term borrowings related to our international distribution activities. These other short-term borrowings outstanding were $0.1 million as of December 31, 2016. There were no borrowings under the Prior Credit Facility as of December 31, 2015.

We had additional outstanding bilateral letters of credit of $5.3 million as of December 31, 2016.

Long-Term Debt, including Current Maturities

The Mosaic Credit Facility includes our Term Loan Facility, which replaces a prior unsecured term loan facility entered into on March 20, 2014 under which Mosaic previously borrowed an aggregate of $800 million in term loans, including $370 million in Term A-1 Loans with a final maturity date of September 18, 2017 and $430 million in Term A-2 Loans with a final maturity date of September 18, 2019 (the "Prior Term Loan Facility"). An aggregate of $720 million of Term A-1 Loans and Term A-2 Loans was outstanding on November 18, 2016 (the "Effective Date"). Mosaic borrowed the entire amount available under the Term Loan Facility on the Effective Date and the proceeds (the "Term Loan") were used to prepay in full, without premium or penalty, the Prior Term Loan Facility.

Mosaic is required to repay 5.0% of the Term Loan amount the first two anniversaries of the Effective Date, 7.5% on the third anniversary of the Effective Date, and 10.0% on the fourth anniversary of the Effective Date. The final maturity of the Term Loan Facility is November 18, 2021. Mosaic may prepay its outstanding Term Loan Facility at any time and from time to time, without premium or penalty.

We have senior notes outstanding, consisting of $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”).

We have additional senior notes outstanding, consisting of $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 and the Senior Notes of 2013 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 the Senior Notes of 2011 and the Senior Notes of 2013 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”) and the second due in 2028 (the “2028 Debentures”), remain outstanding with balances of $89.0 million and $147.1 million, respectively, as of December 31, 2016. The indentures governing the 2018 Debentures and 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 2018 Debentures and the 2028 Debentures are guaranteed by the Company and several of its subsidiaries.

During 2015, we funded the redemption of the remaining aggregate principal amount then outstanding of certain industrial revenue bonds.

Long-term debt primarily consists of term loans, secured notes, unsecured notes, unsecured debentures and capital leases. Long-term debt as of December 31, 2016 and 2015, respectively, consisted of the following:



(in millions)	December 31, 2016 Stated Interest Rate	December 31, 2016 Effective Interest Rate	Maturity Date	December 31, 2016 Stated Value			Combination Fair Market Value Adjustment		Discount on Notes Issuance			December 31, 2016 Carrying Value			December 31, 2015 Stated Value			Combination Fair Market Value Adjustment		Discount on Notes Issuance			December 31, 2015 Carrying Value
Unsecured notes	3.75% - 5.63%	4.73%	2021- 2043	2,750.0			—		(8.0		)	2,742.0			2,750.0			—		(9.1		)	2,740.9
Unsecured debentures	7.30% - 7.38%	7.08%	2018- 2028	236.1			1.9		—			238.0			236.1			2.4		—			238.5
Term loan	Libor plus 1.25%	Variable	2021	720.0			—		—			720.0			760.0			—		—			760.0
Capital leases	3.03% - 4.83%	3.52%	2019- 2030	65.7			—		—			65.7			19.8			—		—			19.8
Consolidated related party debt^(a)	Libor plus 1.125%	Variable	2017 ^(c)	53.7			—		—			53.7			53.6			—		—			53.6
Other^(b)	2.50% - 9.00%	4.70%	2017- 2023	(1.3		)	—		—			(1.3		)	(1.6		)	—		—			(1.6		)
Total long-term debt				3,824.2			1.9		(8.0		)	3,818.1			3,817.9			2.4		(9.1		)	3,811.2
Less current portion				39.3			0.5		(1.0		)	38.8			42.3			0.4		(1.0		)	41.7
Total long-term debt, less current maturities				$	3,784.9		$	1.4	$	(7.0	)	$	3,779.3		$	3,775.6		$	2.0	$	(8.1	)	$	3,769.5

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(a)	For further discussion of this transaction, see Note 16 of our Notes to Consolidated Financial Statements.


(b)	Includes deferred financing fees related to our long term debt retroactively reclassified to 2015. For further discussion, see Note 3 of our Notes to Consolidated Financial Statements.


(c)	Debt expected to be refinanced during 2017.

Scheduled maturities of long-term debt are as follows for the periods ending December 31:



(in millions)
2017	$	38.8
2018	128.8
2019	60.0
2020	74.5
2021	974.8
Thereafter	2,541.2
Total	$	3,818.1