What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-08-02 · 127 added, 118 removed, 741 unchanged (25% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three months ended Six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

Three months ended Nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Net sales $ 5,348.5 $ 3,418.6 $ 14,643.9 $ 8,516.4

23 unchanged sentences

(In millions)

Three months ended Six months ended

June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021

Three months ended Nine months ended

September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021

Net earnings including noncontrolling interest $ 856.2 $ 376.5 $ 3,085.7 $ 973.5

12 unchanged sentences

(In millions, except per share amounts)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Current assets:

21 unchanged sentences

Other noncurrent liabilities 2,233.6 2,102.1

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2022 and December 31, 2021 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 391,869,304 shares issued and 352,052,452 shares outstanding as of June 30, 2022, 390,815,099 shares issued and 368,732,231 shares outstanding as of December 31, 2021 3.5 3.7

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of September 30, 2022 and December 31, 2021 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 391,920,657 shares issued and 340,437,227 shares outstanding as of September 30, 2022, 390,815,099 shares issued and 368,732,231 shares outstanding as of December 31, 2021 3.4 3.7

Capital in excess of par value — 478.0

9 unchanged sentences

(In millions)

Six months ended

June 30, 2022 June 30, 2021

Nine months ended

September 30, 2022 September 30, 2021

Cash Flows from Operating Activities:

7 unchanged sentences

Share-based compensation expense 22.0 24.3

Unrealized (gain) loss on derivatives ( 66.4 ) ( 45.5 )

Unrealized loss (gain) on derivatives 16.5 ( 24.4 )

Foreign currency adjustments ( 41.1 ) ( 19.1 )

27 unchanged sentences

Other 14.7 ( 3.1 )

Net cash (used in) provided by financing activities ( 1,456.2 ) 39.6

Net cash used in financing activities ( 2,105.7 ) ( 578.7 )

Effect of exchange rate changes on cash ( 21.7 ) 17.0

1 unchanged sentence

Cash, cash equivalents and restricted cash - December 31 786.3 594.4

Cash, cash equivalents and restricted cash - June 30 $ 857.4 $ 1,437.4

Cash, cash equivalents and restricted cash - September 30 $ 722.5 $ 858.7

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Six months ended

June 30, 2022 June 30, 2021

Nine months ended

September 30, 2022 September 30, 2021

Reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows:

5 unchanged sentences

Cash paid during the period for:

Interest (net of amount capitalized of $12.1 and $18.4 for the six months ended June 30, 2022 and 2021, respectively) $ 84.1 $ 89.6

Interest (net of amount capitalized of $19.2 and $22.4 for the nine months ended September 30, 2022 and 2021, respectively) $ 87.0 $ 107.3

Income taxes (net of refunds) 744.6 172.5

6 unchanged sentences

Common Stock Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive (Loss) Noncontrolling Interests Total Equity

Balance as of March 31, 2021 379.7 $ 3.8 $ 876.2 $ 10,667.7 $ ( 1,923.5 ) $ 172.8 $ 9,797.0

Balance as of June 30, 2021 379.9 $ 3.8 $ 882.6 $ 11,075.9 $ ( 1,624.3 ) $ 177.6 $ 10,515.6

Total comprehensive income (loss) — — — 371.9 ( 244.2 ) 2.4 130.1

Stock option exercises — — 3.2 — — — 3.2

Vesting of restricted stock units — — 0.1 — — — 0.1

Stock based compensation — — 4.3 — — — 4.3

Share Repurchase ( 0.6 ) — ( 21.0 ) — — — ( 21.0 )

Dividends ($0.075 per share) — — — ( 28.7 ) — — ( 28.7 )

Dividends for noncontrolling interests — — — — — ( 19.2 ) ( 19.2 )

Balance as of June 30, 2021 379.9 $ 3.8 $ 882.6 $ 11,075.9 $ ( 1,624.3 ) $ 177.6 $ 10,515.6

Balance as of September 30, 2021 379.3 $ 3.8 $ 866.0 $ 11,419.1 $ ( 1,868.5 ) $ 160.8 $ 10,581.2

Balance as of December 31, 2020 379.1 $ 3.8 $ 872.8 $ 10,511.0 $ ( 1,806.2 ) $ 173.8 $ 9,755.2

3 unchanged sentences

Stock based compensation — — 21.8 — — — 21.8

Share Repurchase ( 0.6 ) — ( 21.0 ) — — — ( 21.0 )

Dividends ($0.15 per share) — — — ( 57.7 ) — — ( 57.7 )

Dividends for noncontrolling interests — — — — — ( 19.5 ) ( 19.5 )

Balance as of September 30, 2021 379.3 $ 3.8 $ 866.0 $ 11,419.1 $ ( 1,868.5 ) $ 160.8 $ 10,581.2

Balance as of June 30, 2022 352.1 $ 3.5 $ — $ 13,634.9 $ ( 1,887.1 ) $ 157.7 $ 11,909.0

Balance as of March 31, 2022 362.0 $ 3.6 $ 56.6 $ 13,196.5 $ ( 1,618.3 ) $ 152.4 $ 11,790.8

Total comprehensive income (loss) — — — 841.7 ( 393.7 ) 13.7 461.7

4 unchanged sentences

Dividends ($0.15 per share) — — — ( 52.0 ) — — ( 52.0 )

Balance as of June 30, 2022 352.1 $ 3.5 $ — $ 13,634.9 $ ( 1,887.1 ) $ 157.7 $ 11,909.0

Dividends for noncontrolling interests — — — — — ( 16.7 ) ( 16.7 )

Balance as of September 30, 2022 340.4 $ 3.4 $ — $ 13,858.0 $ ( 2,280.8 ) $ 154.7 $ 11,735.3

Balance as of December 31, 2021 368.7 $ 3.7 $ 478.0 $ 12,014.2 $ ( 1,891.8 ) $ 144.4 $ 10,748.5

5 unchanged sentences

Dividends ($0.30 per share) — — — ( 106.3 ) — — ( 106.3 )

Balance as of June 30, 2022 352.1 $ 3.5 $ — $ 13,634.9 $ ( 1,887.1 ) $ 157.7 $ 11,909.0

Dividends for noncontrolling interests — — — — — ( 16.7 ) ( 16.7 )

Balance as of September 30, 2022 340.4 $ 3.4 $ — $ 13,858.0 $ ( 2,280.8 ) $ 154.7 $ 11,735.3

See Notes to Condensed Consolidated Financial Statements

38 unchanged sentences

Actual results could differ from these estimates .

Recently Issued Accounting Guidance

In September 2022, the Financial Accounting Standards Board (“ FASB ”) issued guidance which requires that a buyer in a supplier financing program make annual disclosures about the program's key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information.

This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2023), except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023 (fiscal 2024).

We are currently evaluating the effect of adopting this new accounting pronouncement but expect the impact to be minimal.

THE MOSAIC COMPANY

2 unchanged sentences

The following provides add i tional information concerning selected balance sheet accounts:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Other current assets

16 unchanged sentences

Customer prepayments (a)

1,268.0 437.7

Accrued income and other taxes 340.6 184.3

23 unchanged sentences

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

5 unchanged sentences

Diluted net income per share attributable to Mosaic $ 2.42 $ 0.97 $ 8.50 $ 2.52

A total of zero and 0.1 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2022, respectively, and 0.5 million for the three and six months ended June 30, 2021, respectively, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

A total of 0.1 million shares of common stock subject to issuance related to share-based awards for the three and nine months ended September 30, 2022, and 0.5 million for the three and nine months ended September 30, 2021, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Raw materials $ 335.4 $ 296.6

6 unchanged sentences

(a) Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon .

Mosaic had goodwill of $ 1.2 billion as of June 30, 2022 and December 31, 2021.

Mosaic had goodwill of $ 1.1 billion and $ 1.2 billion as of September 30, 2022 and December 31, 2021, respectively.

We review goodwill for impairment annually in October and at any time events or circumstances indicate that the carrying value may not be fully recoverable, which is based on our accounting policy and GAAP.

5 unchanged sentences

Foreign currency translation ( 66.7 ) 0.8 — ( 65.9 )

Balance as of June 30, 2022 $ 1,052.5 $ 97.5 $ 12.1 $ 1,162.1

Balance as of September 30, 2022 $ 997.5 $ 96.7 $ 12.1 $ 1,106.3

We are required to perform our next annual goodwill impairment analysis as of October 31, 2022.

10 unchanged sentences

A credit loss would then be recognized in operations for the amount of the expected credit loss.

As of June 30, 2022, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

As of September 30, 2022, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

We review the fair value hierarchy classification on a quarterly basis.

6 unchanged sentences

Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The estimated fair value of the investments in the RCRA Trusts as of June 30, 2022 and December 31, 2021 are as follows:

The estimated fair value of the investments in the RCRA Trusts as of September 30, 2022 and December 31, 2021 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

June 30, 2022

September 30, 2022

Cash and cash equivalents $ 8.4 $ — $ — $ 8.4

2 unchanged sentences

government bonds 284.7 — ( 21.3 ) 263.4

Other holdings 0.2 — — 0.2

Total $ 695.6 $ — $ ( 54.6 ) $ 641.0

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2022 and December 31, 2021 :

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

(in millions) Fair

9 unchanged sentences

$ 66.6 $ ( 10.2 ) $ 151.5 $ ( 3.8 )

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of June 30, 2022.

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of September 30, 2022.

Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations before the underlying contracts mature.

June 30, 2022

September 30, 2022

Due in one year or less $ 21.1

3 unchanged sentences

Total debt securities $ 632.6

For the three and six months ended June 30, 2022, realized gains were $ 0.1 million and $ 0.2 million, respectively, and realized losses were $ 24.9 million and $ 25.9 million, respectively.

For the three and six months ended June 30, 2021, realized gains were $ 1.5 million and $ 4.4 million, respectively, and realized losses were $ 0.1 million and $ 0.4 million, respectively.

For the three and nine months ended September 30, 2022, realized gains were $ 0.1 million and $ 0.3 million, respectively, and realized losses were $ 1.0 million and $ 26.8 million, respectively.

For the three and nine months ended September 30, 2021, realized gains were $ 0.9 million and $ 5.3 million, respectively, and realized losses were $ 1.0 million and $ 1.4 million, respectively.

Financing Arrangements

3 unchanged sentences

It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs.

As of June 30, 2022, the amount outstanding under this arrangement was $ 0.0 .

As of December 31, 2021, $ 302.7 million of inventory was financed under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

Receivable Purchasing Arrangement

As of September 30, 2022 and December 31, 2021, we had financed inventory of $ 200.4 million and $ 302.7 million, respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We finance certain accounts receivable through a Receivable Purchasing Agreement (“ RPA ”) with a bank whereby, from time-to-time, we sell the receivables.

Receivable Purchasing Arrangement

We finance certain accounts receivable through a Receivable Purchasing Agreement (“ RPA ”) with banks whereby, from time-to-time, we sell the receivables.

The net face value of the purchased receivables may not exceed $ 600 million at any point in time.

3 unchanged sentences

Cash received is presented as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

During the three and six months ended June 30, 2022 and June 30, 2021, the Company sold approximately $ 15.0 million and $ 564.3 million, and $ 102.1 million and $ 188.7 million, respectively, of accounts receivable under this arrangement.

During the three and nine months ended September 30, 2022, the Company sold approximately $ 1.0 billion and $ 1.6 billion, of accounts receivable under this arrangement.

During the three and nine months ended September 30, 2021, the Company sold approximately $ 101.1 million and $ 363.9 million.

Discounts on sold receivables were not material for any period presented.

Following the sale to the bank, we continue to service the collection of the receivable on behalf of the bank without further consideration.

As of June 30, 2022, all amounts had been remitted to the bank.

As of December 31, 2021, $ 81.1 million, had been collected but not yet remitted to the bank.

As of September 30, 2022 and December 31, 2021, $ 1.2 million and $ 81.1 million, respectively, had been collected but not yet remitted to the bank.

This amount was classified in accrued liabilities on the Condensed Consolidated Balance Sheets.

Cash collected and remitted are presented as cash (used in) provided by financing activities in the Condensed Consolidated Statements of Cash Flows.

Cash collected and remitted are presented as cash used in financing activities in the Condensed Consolidated Statements of Cash Flows.

Structured Accounts Payable Arrangements

2 unchanged sentences

Mosaic then makes payment to the third-party intermediary at a later date, stipulated in accordance with the commercial terms negotiated.

As of June 30, 2022 and December 31, 2021, the total structured accounts payable arrangements were $ 777.7 million and $ 743.7 million, respectively.

As of September 30, 2022 and December 31, 2021, the total structured accounts payable arrangements were $ 632.5 million and $ 743.7 million, respectively.

Commercial Paper Note Program

In September 2022, we established 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 (none outstanding at September 30, 2022).

Asset Retirement Obligations

17 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(in millions) June 30, 2022 December 31, 2021

(in millions) September 30, 2022 December 31, 2021

AROs, beginning of period $ 1,749.3 $ 1,393.9

39 unchanged sentences

Under our current approach to satisfying applicable requirements, additional financial assurance would be required in the future if increases in cost estimates exceed the face amount of the Plant City Bond or the amount supported by the Bonnie Financial Test.

As of June 30, 2022 and December 31, 2021, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 246.0 million and $ 262.9 million, respectively.

As of September 30, 2022 and December 31, 2021, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 335.3 million and $ 262.9 million, respectively.

The aggregate amount represented by the Plant City Bond exceeds the present value of the aggregate amount of ARO associated with that facility.

This is because the amount of financial assurance we are required to provide represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphate business over a period that may not end until three decades or more after the Gypstack has been closed, whereas the ARO included in our Condensed Consolidated Balance Sheet reflects the discounted present value of those estimated amounts.

During the six months ended June 30, 2022, gross unrecognized tax benefits decreased by $ 97.8 million to $ 26.8 million.

The decrease is primarily related to the effective settlement of unrecognized tax benefits during the quarter.

If recognized, approximately $ 26.7 million of the $ 26.8 million in unrecognized tax benefits would affect our effective tax rate and net earnings in future periods.

During the nine months ended September 30, 2022, gross unrecognized tax benefits decreased by $ 99.7 million to $ 24.9 million.

The decrease is primarily related to the effective settlement of unrecognized tax benefits.

If recognized, approximately $ 25.4 million in unrecognized tax benefits would affect our effective tax rate and net earnings in future periods.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

We had accrued interest and penalties totaling $ 4.5 million and $ 31.1 million as of June 30, 2022 and December 31, 2021, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

We had accrued interest and penalties totaling $ 4.6 million and $ 31.1 million as of September 30, 2022 and December 31, 2021, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Accounting for uncertain tax positions is determined by prescribing the minimum probability threshold that a tax position is more likely than not to be sustained based on the technical merits of the position.

4 unchanged sentences

The Company believes that any issues raised have been properly accounted for in its current financial statements.

For the three months ended June 30, 2022, discrete tax expense was approximately $ 13.7 million.

This consisted primarily of tax cost related to prior year estimates, interest of effectively settled unrecognized tax benefits and other miscellaneous costs.

For the three months ended September 30, 2022, discrete tax items recorded in tax expense were approximately $ 12.1 million.

This consisted primarily of the net tax cost related to the true up of estimates from our U.S.

tax return provision and other miscellaneous costs.

In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, a benefit associated with non-U.S.

2 unchanged sentences

In situations where we expect to report losses for which we do not expect to receive tax benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated effective tax rate.

For the three months ended June 30, 2022, income tax expense was not impacted by this set of rules.

For the three months ended September 30, 2022, income tax expense was not impacted by this set of rules.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the six months ended June 30, 2022, discrete tax expense was approximately $ 4.7 million.

This consisted primarily of tax cost related to prior year estimates, interest of effectively settled unrecognized tax benefits, shared-based excess benefit, and other miscellaneous costs.

For the nine months ended September 30, 2022, discrete tax items recorded in tax expense were approximately $ 16.7 million.

This consisted primarily of tax cost related to prior year estimate adjustments, interest of effectively settled unrecognized tax benefits, share-based excess benefit, true up of estimates related to our U.S.

tax return provision and other miscellaneous costs.

14 unchanged sentences

The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense.

We had no fixed-to-floating interest rate swap agreements in effect as of June 30, 2022 and December 31, 2021.

As of June 30, 2022 and December 31, 2021, the gross asset position of our derivative instruments was $ 94.9 million and $ 45.3 million, respectively, and the gross liability position of our liability instruments was $ 33.5 million and $ 45.5 million, respectively.

As of June 30, 2022 and December 31, 2021, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) June 30, 2022 December 31, 2021

We had no fixed-to-floating interest rate swap agreements in effect as of September 30, 2022 and December 31, 2021.

As of September 30, 2022 and December 31, 2021, the gross asset position of our derivative instruments was $ 93.8 million and $ 45.3 million, respectively, and the gross liability position of our liability instruments was $ 114.8 million and $ 45.5 million, respectively.

As of September 30, 2022 and December 31, 2021, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) September 30, 2022 December 31, 2021

Derivative Instrument Derivative Category Unit of Measure

4 unchanged sentences

These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2022 and December 31, 2021 was $ 13.5 million and $ 8.6 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2022 and December 31, 2021 was $ 78.4 million and $ 8.6 million, respectively.

We have no cash collateral posted in association with these contracts.

If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2022, we would have been required to post an additional $ 6.2 million of collateral assets, which are either cash or U.S.

If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2022, we would have been required to post an additional $ 60.7 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

13 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment, or foreign currency transaction (gain) loss.

As of June 30, 2022 and December 31, 2021, the gross asset position of our foreign currency derivative instruments was $ 57.4 million and $ 27.0 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 32.1 million and $ 45.4 million, respectively.

As of September 30, 2022 and December 31, 2021, the gross asset position of our foreign currency derivative instruments was $ 52.9 million and $ 27.0 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 114.3 million and $ 45.4 million, respectively.

Commodity Derivatives - The commodity contracts primarily relate to natural gas.

5 unchanged sentences

As of June 30, 2022 and December 31, 2021, the gross asset position of our commodity derivative instruments was $ 37.5 million and $ 18.3 million, respectively, and the gross liability position of our commodity instruments was $ 1.4 million and $ 0.1 million, respectively.

As of September 30, 2022 and December 31, 2021, the gross asset position of our commodity derivative instruments was $ 40.9 million and $ 18.3 million, respectively, and the gross liability position of our commodity instruments was $ 0.5 million and $ 0.1 million, respectively.

Interest Rate Derivatives - We manage interest expense through interest rate contracts to convert a portion of our fixed-rate debt into floating-rate debt.

2 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of interest expense.

We did not hold any interest rate derivative positions as of June 30, 2022.

We did not hold any interest rate derivative positions as of September 30, 2022.

THE MOSAIC COMPANY

2 unchanged sentences

The carrying amounts and estimated fair values of our financial instruments are as follows:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Carrying Amount Fair Value Carrying Amount Fair Value

8 unchanged sentences

Share Repurchases

On August 23, 2021, our Board of Directors authorized a $ 1.0 billion share repurchase program (the “ 2021 Repurchase Program ”), replacing our 2015 Repurchase Program.

The 2021 Repurchase Program allowed the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise and has no set expiration date.

In connection with this authorization, the remaining amount of $ 700 million authorized under the 2015 Repurchase Program was terminated.

Following the completion of our $ 1.0 billion share repurchase program authorized in 2021, our Board of Directors approved the establishment of a new $ 1.0 billion share repurchase program.

Following the exhaustion of this program, our Board of Directors authorized a $ 2.0 billion share repurchase program in the third quarter of 2022.

Our repurchase programs allow the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise and have no set expiration date.

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (“ ASR ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

3 unchanged sentences

When combining the initial $ 400 million paid at the inception of the ASR agreement and the cash settlement of $ 54.2 million at the termination of the ASR agreement, we repurchased approximately 7,056,229 shares at an average repurchase price of $ 64.37 per share.

Following the completion of the 2021 Repurchase Program, our Board of Directors approved the establishment of a new $ 1.0 billion share repurchase authorization (the “ 2022 Repurchase Program ”).

During the three and six months ended June 30, 2022, we repurchased 10,144,320 and 17,733,984 shares of Common Stock in the open market under the 2021 Repurchase Program and 2022 Repurchase Program for approximately $ 558.0 million and $ 1.0 billion.

This includes 7,056,229 shares purchased under the ASR agreement.

Subsequent to quarter end, our Board of Directors approved a new $ 2.0 billion share repurchase authorization which will be effective upon completion of the 2022 Repurchase Program.

During the three and nine months ended September 30, 2022, we repurchased 11,666,578 and 29,400,562 shares of Common Stock, respectively, in the open market for approximately $ 574.8 million and $ 1.6 billion, respectively.

This includes the 7,056,229 shares purchased under the ASR agreement.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, and corporate, regulatory and other considerations.

2 unchanged sentences

Accumulated Other Comprehensive Income (Loss) ( “ AOCI ” )

The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2022 and June 30, 2021:

The following table sets forth the changes in AOCI, net of tax, by component during the three and nine months ended September 30, 2022 and September 30, 2021:

Foreign Currency Translation Gain (Loss) Net Actuarial Gain and Prior Service Cost Amortization of Gain on Interest Rate Swap Net Gain (Loss) on Marketable Securities Held in Trust Total

Three Months Ended June 30, 2022

Balance at March 31, 2022 $ ( 1,524.5 ) $ ( 72.4 ) $ 5.7 $ ( 27.1 ) $ ( 1,618.3 )

Three Months Ended September 30, 2022

Balance at June 30, 2022 $ ( 1,797.2 ) $ ( 72.0 ) $ 6.0 $ ( 23.9 ) $ ( 1,887.1 )

Other comprehensive income (loss) ( 367.0 ) 0.7 0.5 ( 25.9 ) ( 391.7 )

2 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest 0.8 — — — 0.8

Balance as of June 30, 2022 $ ( 1,797.2 ) $ ( 72.0 ) $ 6.0 $ ( 23.9 ) $ ( 1,887.1 )

Three Months Ended June 30, 2021

Balance at March 31, 2021 $ ( 1,822.9 ) $ ( 105.9 ) $ 4.2 $ 1.1 $ ( 1,923.5 )

Balance as of September 30, 2022 $ ( 2,171.8 ) $ ( 71.6 ) $ 6.4 $ ( 43.8 ) $ ( 2,280.8 )

Three Months Ended September 30, 2021

Balance at June 30, 2021 $ ( 1,529.0 ) $ ( 104.7 ) $ 4.7 $ 4.7 $ ( 1,624.3 )

Other comprehensive income (loss) ( 236.2 ) 1.3 0.5 ( 3.2 ) ( 237.6 )

2 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest 2.2 — — — 2.2

Balance as of June 30, 2021 $ ( 1,529.0 ) $ ( 104.7 ) $ 4.7 $ 4.7 $ ( 1,624.3 )

Six Months Ended June 30, 2022

Balance as of September 30, 2021 $ ( 1,770.8 ) $ ( 104.8 ) $ 5.2 $ 1.9 $ ( 1,868.5 )

Nine Months Ended September 30, 2022

Balance at December 31, 2021 $ ( 1,825.5 ) $ ( 72.8 ) $ 5.2 $ 1.3 $ ( 1,891.8 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 0.9 ) — — — ( 0.9 )

Balance as of June 30, 2022 $ ( 1,797.2 ) $ ( 72.0 ) $ 6.0 $ ( 23.9 ) $ ( 1,887.1 )

Six Months Ended June 30, 2021

Balance as of September 30, 2022 $ ( 2,171.8 ) $ ( 71.6 ) $ 6.4 $ ( 43.8 ) $ ( 2,280.8 )

Nine Months Ended September 30, 2021

Balance at December 31, 2020 $ ( 1,719.1 ) $ ( 109.7 ) $ 3.7 $ 18.9 $ ( 1,806.2 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest 1.2 — — — 1.2

Balance as of June 30, 2021 $ ( 1,529.0 ) $ ( 104.7 ) $ 4.7 $ 4.7 $ ( 1,624.3 )

Balance as of September 30, 2021 $ ( 1,770.8 ) $ ( 104.8 ) $ 5.2 $ 1.9 $ ( 1,868.5 )

THE MOSAIC COMPANY

2 unchanged sentences

We enter into transactions and agreements with certain of our non-consolidated companies and other related parties from time to time.

As of June 30, 2022 and December 31, 2021, the net amount due from our non-consolidated companies totaled $ 311.7 million and $ 63.0 million, respectively.

As of September 30, 2022 and December 31, 2021, the net amount due from our non-consolidated companies totaled $ 373.4 million and $ 63.0 million, respectively.

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

7 unchanged sentences

As part of the MWSPC joint venture, we market approximately 25 % of MWSPC production.

Marketing fees of approximately $ 5.7 million and $ 9.0 million, and $ 3.0 million and $ 4.6 million are included in revenue for the three and six months ended June 30, 2022 and 2021, respectively.

Marketing fees of approximately $ 7.5 million and $ 16.6 million, and $ 2.5 million and $ 7.1 million are included in revenue for the three and nine months ended September 30, 2022 and 2021, respectively.

In 2015, we agreed to provide funds to finance the purchase and construction of two articulated tug and barge units, intended to transport anhydrous ammonia for our operations, through a bridge loan agreement with Gulf Marine Solutions, LLC (“ GMS ”).

3 unchanged sentences

On October 24, 2017, a lease financing transaction was completed with respect to the completed tug and barge unit and, following the application of proceeds from the transaction, all outstanding loans made by Gulf Sulphur Services to GMS, together with accrued interest, were repaid, and the bridge loans related to the first unit’s construction were repaid.

As of June 30, 2022 and December 31, 2021, there were outstanding bridge loans of $ 74.7 million relating to the cancelled second barge and the remaining tug, which bridge loans are eliminated in consolidation.

As of September 30, 2022 and December 31, 2021, there were outstanding bridge loans of $ 74.7 million relating to the cancelled second barge and the remaining tug, which bridge loans are eliminated in consolidation.

Reserves against the bridge loans of approximately $ 54.2 million were established in 2018 and remain unchanged.

10 unchanged sentences

In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination.

At other locations, we have

At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

Taking into consideration established accruals of approximately $ 128.5 million and

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

Taking into consideration established accruals of approximately $ 66.9 million and $ 57.3 million as of June 30, 2022 and December 31, 2021, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

$ 57.3 million as of September 30, 2022 and December 31, 2021, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

10 unchanged sentences

The Order did not require payment of civil penalties relating to the incident.

As of June 30, 2022, the sinkhole repairs were substantially complete.

As of September 30, 2022, the sinkhole repairs were substantially complete.

Additional expenditures could be required in the future for additional remediation or other measures in connection with the sinkhole including if, for example, the FDEP or EPA were to request additional measures to address risks presented by the Gypstack.

7 unchanged sentences

Phase II will then inject high pressure grout beneath the stack to restore the geological confining layer beneath it.

As of June 30,2022, we recorded a reserve of $ 30.0 million for the estimated repairs.

As of September 30, 2022, we have a reserve of $ 65.0 million for the estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

11 unchanged sentences

Furthermore, the Department of Justice has determined that there is no basis for proceeding with a settlement, as EPA and the Department have not currently alleged any violations of the Clean Air Act PSD permitting requirements at any other of Mosaic’s Florida sulfuric acid plants.

On July 24, 2020, the DOJ filed a complaint against CF and stipulation of settlement, including a $ 550,000 civil penalty, concluding enforcement against CF related to the CF NOV.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On July 24, 2020, the DOJ filed a complaint against CF and stipulation of settlement, including a $ 550,000 civil penalty, concluding enforcement against CF related to the CF NOV.

We cannot predict at this time whether EPA and DOJ will initiate an enforcement action in the future with respect to “New Source Review” compliance at our Florida sulfuric acid plants or what its scope would be, or what the range of outcomes might be with respect to such a potential enforcement action.

36 unchanged sentences

In connection with that settlement agreement, the proposed settlement payment obligations would be paid by third-party indemnitors.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

North America Phosphate Operations

Denial of the permits sought, issuance of the permits with cost-prohibitive conditions, substantial delays in issuing the permits, legal actions that prevent us from relying on permits or revocation of permits may create challenges for us to mine the phosphate rock or to operate our Florida and Louisiana phosphate plants at desired levels or increase our costs in the future.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Brazil Legal Contingencies

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 774.9 million.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 65.8 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheet as of June 30, 2022.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 62.0 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheet as of September 30, 2022.

Approximately $ 585.7 million of the aggregate alleged damages relates to labor claims, such as in-house and third-party employees’ judicial proceedings alleging the right to receive overtime pay, additional payment due to work in hazardous conditions, risk premium, profit sharing, additional payment due to night work, salary parity and wage differences.

We estimate that our probable aggregate loss regarding these claims is approximately $ 57.1 million, which has been accrued as of June 30, 2022.

We estimate that our probable aggregate loss regarding these claims is approximately $ 53.4 million, which has been accrued as of September 30, 2022.

Based on Brazilian legislation and the current status of similar labor cases involving unrelated companies, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses.

1 unchanged sentence

The environmental, judicial and administrative proceedings claims allege aggregate damages and/or fines in excess of $ 20.6 million;

however, we estimate that our probable aggregate loss regarding these claims is approximately $ 5.6 million, which has been accrued as of June 30, 2022.

however, we estimate that our probable aggregate loss regarding these claims is approximately $ 5.4 million, which has been accrued as of September 30, 2022.

Our Brazilian subsidiaries also have certain other civil contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims related to contract disputes, pension plan matters, real estate disputes, regulatory issues and other civil matters arising in the ordinary course of business.

These claims allege aggregate damages in excess of $ 168.3 million.

We estimate that the probable aggregate loss with respect to these matters is approximately $ 3.1 million.

We estimate that the probable aggregate loss with respect to these matters is approximately $ 3.2 million, which has been accrued as of September 30, 2022.

Uberaba Judicial Settlement

22 unchanged sentences

For a description of our business segments, see Note 1 to the Condensed Consolidated Financial Statements.

Segment information for the three and six months ended June 30, 2022 and 2021 was as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the three and nine months ended September 30, 2022 and 2021 was as follows:

Phosphate Potash Mosaic Fertilizantes Corporate, Eliminations and Other (a)

Three months ended June 30, 2022

Three months ended September 30, 2022

Net sales to external customers $ 1,151.0 $ 1,399.3 $ 2,628.7 $ 169.5 $ 5,348.5

7 unchanged sentences

Depreciation, depletion and amortization expense 120.9 76.0 28.5 3.8 229.2

Three months ended June 30, 2021

Three months ended September 30, 2021

Net sales to external customers $ 943.1 $ 573.3 $ 1,754.7 $ 147.5 $ 3,418.6

4 unchanged sentences

Gross margin (excluding Canadian resource taxes) 364.2 293.3 332.2 ( 67.9 ) 921.8

Mine closure costs — 158.1 — — 158.1

Operating earnings (loss) 325.5 219.7 290.5 ( 134.1 ) 701.6

1 unchanged sentence

Depreciation, depletion and amortization expense 106.1 50.3 26.0 3.7 186.1

Six months ended June 30, 2022

Nine months ended September 30, 2022

Net sales to external customers $ 3,442.3 $ 3,998.1 $ 6,377.0 $ 826.5 $ 14,643.9

7 unchanged sentences

Depreciation, depletion and amortization expense 374.4 234.1 80.4 12.0 700.9

Six months ended June 30, 2021

Nine months ended September 30, 2021

Net sales to external customers $ 2,737.9 $ 1,705.5 $ 3,553.8 $ 519.2 $ 8,516.4

8 unchanged sentences

Depreciation, depletion and amortization expense 314.1 200.1 73.0 11.5 598.7

As of June 30, 2022 $ 9,777.2 $ 9,886.5 $ 6,360.2 $ ( 2,038.3 ) $ 23,985.6

As of September 30, 2022 $ 9,788.5 $ 10,229.0 $ 5,714.0 $ ( 2,293.9 ) $ 23,437.6

As of December 31, 2021 8,776.4 8,312.8 4,908.2 39.0 22,036.4

3 unchanged sentences

(a) The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China.

For the three and six months ended June 30, 2022, distribution operations in India and China collectively had revenue of $ 389.9 million and $ 610.9 million, respectively, and gross margin of $ 64.4 million and $ 151.3 million, respectively.

For the three and six months ended June 30, 2021, distribution operations in India and China collectively had revenue of $ 180.0 million and $ 339.6 million, respectively, and gross margin of $ 42.7 million and $ 72.9 million, respectively.

For the three and nine months ended September 30, 2022, distribution operations in India and China collectively had revenue of $ 158.6 million and $ 769.5 million, respectively, and gross margin of $( 13.7 ) million and $ 137.6 million, respectively.

For the three and nine months ended September 30, 2021, distribution operations in India and China collectively had revenue of $ 136.2 million and $ 475.8 million, respectively, and gross margin of $ 22.9 million and $ 95.9 million, respectively.

Financial information relating to our operations by geographic area is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2022 2021 2022 2021

3 unchanged sentences

Canada 182.2 107.0 683.9 525.8

China 244.9 116.5 465.7 242.2

India 163.3 65.0 308.2 168.3

Argentina 93.0 37.6 229.3 82.6

Colombia 69.7 38.6 101.9 66.4

Mexico 60.5 31.9 128.4 82.1

Paraguay 71.7 36.4 166.6 88.0

China 64.5 70.9 530.2 313.1

Japan 32.8 20.7 104.6 72.6

Australia 39.4 0.3 64.3 24.1

Honduras 20.8 8.3 24.2 11.1

Dominican Republic 11.1 3.2 13.3 9.8

Mexico 29.4 3.9 157.8 86.0

Peru 17.4 11.1 27.9 25.3

Dominican Republic 11.6 10.1 24.9 19.9

Colombia 7.3 40.9 109.2 107.3

Thailand 1.6 5.1 4.7 15.9

Honduras 1.5 6.0 25.7 17.1

Australia — — 63.0 22.9

Other 27.3 24.0 66.6 52.2

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2022 2021 2022 2021

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements