What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-23 · 538 added, 719 removed, 2372 unchanged (35% of the section changed)

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(a) Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 (the “ Exchange Act ”) is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures.

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures.

Our principal executive officer and our principal financial officer have concluded, based on such evaluations, that our disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

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(b) Management’s Report on Internal Control Over Financial Reporting

We have included management’s report on internal control over financial reporting under “Management’s Report on Internal Control Over Financial Reporting” listed in the Financial Table of Contents included in this report.

We have included our registered public accounting firm’s attestation report on our internal controls over financial reporting under “Report of Independent Registered Public Accounting Firm” listed in the Financial Table of Contents included in this report.

This information is incorporated herein by reference.

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Other Information.

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Directors, Executive Officers and Corporate Governance.

“The information required by this item is included in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with the solicitation of proxies for the Company’s 2022 annual meeting of stockholders, and is incorporated here by reference.

The information contained under the headings “Proposal No.

1 – Election of Directors,” “Corporate Governance – Committees of the Board of Directors,” and “ Beneficial Ownership of Securities” included in our definitive proxy statement for our 2022 annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

Add Section 16 heading as we will be reporting late Form 4.

1 – Election of Directors,” “Corporate Governance – Committees of the Board of Directors,” “ Beneficial Ownership of Securities,” and“Delinquent Section 16 Reports” included in our definitive proxy statement for our 2023 annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

We have a Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S-K adopted by the SEC under the Exchange Act that applies to our principal executive officer, principal financial officer and principal accounting officer.

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Principal Accounting Fees and Services.

Our independent registered public accounting firm is KPMG LLP , Dallas, TX , Auditor Firm ID:

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Pre-approval of Independent Registered Public Accounting Firm Services” included in our definitive proxy statement for our 2022 annual meeting of stockholders is incorporated herein by reference.

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Our independent registered public accounting firm is KPMG LLP , Tampa, FL , Auditor Firm ID:

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Pre-approval of Independent Registered Public Accounting Firm Services” is included in our definitive proxy statement for our 2023 annual meeting of stockholders is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

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Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017

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10.ii.b Guaranty dated as of October 24, 2017 by The Mosaic Company

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Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

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10.iii.d.2 (3)

Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2020

10.iii.d.3 (3)

Form of expatriate agreement dated May 18, 2017 between Mosaic and an executive officer

Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 17, 2017 and filed on May 19, 2017 (2)

10.iii.d.4 (3)

Amendment approved by Mosaic on May 22, 2019 to expatriate agreement dated May 18, 2017, between Mosaic and an executive officer

Described in Item 5.02 in Mosaic’s Current Report on Form 8-K dated May 24, 2019 and filed on May 24, 2017

10.iii.d.2 Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2020

Exhibit 10.iii.d.2.

to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended December 31, 2022 (2)

10.iii.d.3 (3)

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Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019

10.iii.d.4 (3)

Form of expatriate agreement dated January 8, 2016, between Mosaic and an executive officer

Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022

10.iii.e.1 (3)

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Summary of Board of Director Compensation of Mosaic

Exhibit 10.iii.g.

Exhibit 10.iii.a.

to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2022

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Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019

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10.iii.k.1 (3)

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Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan approved March 4, 2020

Exhibit 10.iii.a to Mosaic’s Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020

Exhibit 10.iii.a to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.10 (3)

Form of Executive TSR Stock Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020

Exhibit 10.iii.b to Mosaic’s Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020

Exhibit 10.iii.b to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.11 (3)

Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020

Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020

Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.12 (3)

Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022

Exhibit 10.iii.k to Mosaic's quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022

10.v.a Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company (4)

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to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2)

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10.v.b Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015

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23.2 Florida Phosphate Mining Consent of Qualified Persons

23.3 Belle Plaine Potash Facility Consent of Qualified Persons

23.4 Esterhazy Potash Facility Consent of Qualified Persons

23.5 Tapira Consent of Qualified Persons

24 Power of Attorney

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96.1 Florida Phosphate Mining Technical Report Summary

96.2 Esterhazy Potash Facility Technical Report Summary

96.3 Belle Plaine Potash Facility Technical Report Summary

96.4 Tapira Technical Report Summary

101 Interactive Data Files X

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101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 formatted in Inline Extensible Business Reporting Language:

(i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101).

(c) Summarized financial information of 50% or less owned persons is included in Note 9 of Notes to Consolidated Financial Statements.

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(1) Mosaic agrees to furnish supplementally to the Commission a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request.

(1) Mosaic agrees to furnish supplementally to the SEC a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request.

(2) SEC File No.

(3) Denotes management contract or compensatory plan.

(4) Confidential information has been omitted from this Exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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Form 10-K Summary.

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(4) Confidential information has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Exchange Act.

Annual Report on Form 10-K Summary.

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February 23, 2023

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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James “Joc” C.

Freeland Senior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) February 23, 2022

Freeland Senior Vice President and Chief Financial Officer (principal financial officer) February 23, 2023

/s/ Russell A.

Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) February 23, 2023

* Chairman of the Board of Directors February 23, 2023

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* Director February 23, 2023

Luciano Siani Pires

* Director February 23, 2023

* Director February 23, 2022

João Roberto Gonçalves Teixeira

* Director February 23, 2023

/s/ Philip E.

Attorney-in-Fact

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Financial Table of Contents

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Other Income Statement Items

Impairment, Restructuring and Other

Selling, General and Administrative Expenses

Impairment, Restructuring and Other

Other Operating Expenses

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Other Income/Expense

Equity in Net (Loss) Earnings of Nonconsolidated Companies

Equity in Net Earnings (Loss) of Nonconsolidated Companies

Provision for (Benefit from) Income Taxes

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Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Earnings (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Earnings

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

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Management’s Report on Internal Control Over Financial Reporting

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

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We market approximately 25% of the MWSPC phosphate production.

We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Consolidated Statements of Earnings (Loss).

We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Consolidated Statements of Earnings.

• Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S.

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Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, Streamsong Resort ® results of operations, and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

See Note 24 of the Consolidated Financial Statements in this report for segment results.

See Note 25 of the Consolidated Financial Statements in this Form 10-K for segment results.

Key Factors that can Affect Results of Operations and Financial Condition

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Forward sales programs at fixed prices increase the lag between prevailing market prices and our average realized selling prices.

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and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include, among others, optimizing our production and operating efficiency within warehouse limitations, as well as customer requirements.

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World prices for the key raw material inputs for concentrated phosphate products, including ammonia, sulfur and phosphate rock, have an effect on industry-wide phosphate prices and production costs.

The primary feedstock for producing ammonia is natural gas, and costs for ammonia are generally highly dependent on the supply and demand balance for ammonia.

The primary feedstock for producing ammonia is natural gas.

The product price for ammonia is generally highly dependent on the supply and demand balance for ammonia.

In North America, we purchase approximately one-third of our ammonia from various suppliers in the spot market, with the remaining two-thirds either purchased through a long-term ammonia supply agreement (the “ CF Ammonia Supply Agreement ”) with an affiliate of CF Industries, Inc.

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natural gas-based pricing that is intended to lessen pricing volatility.

We entered into the agreement in late 2013, and we began purchasing under it in the second half of 2017.

If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of the agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could be a competitive disadvantage.

If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of this agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could be at a competitive disadvantage.

During 2022, the contract has provided an advantage over pricing in the spot market.

At times, we have paid more or less for ammonia under the agreement than in the spot market.

We expect the agreement will provide us a competitive advantage over its term, including by providing a reliable long-term ammonia supply.

On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025.

In Brazil, we purchase all of our ammonia from a single supplier.

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The market price is based primarily on the supply and demand balance for sulfur.

There is currently tightness in the sulfur market which we are monitoring.

At this time, we do not expect this to have a material impact on our business.

We believe our current and future investments in sulfur transformation and transportation assets will enhance our competitive advantage.

We produce and procure most of our phosphate rock requirements through either wholly or partly owned mines.

In addition to producing phosphate rock, Mosaic Fertilizantes purchases phosphates, potash and nitrogen products which are either used to produce blended crop nutrients (“ Blends ”) or for resale.

In addition to producing phosphate rock, Mosaic Fertilizantes purchases phosphate, potash and nitrogen products which are either used to produce blended crop nutrients (“ Blends ”) or for resale.

Our per tonne selling prices for potash are affected by shifts in the product mix, geography and customer mix.

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In the past, we have also incurred operating costs to manage salt saturated brine inflows at our Esterhazy, Saskatchewan K1 and K2 mine shafts which we closed in June 2021 due to an acceleration of brine inflows.

Mining has now transitioned to the K3 mine shaft which is expected to be in full production in the first quarter of 2022.

We have now transitioned mining to the K3 mine shaft, which has replaced production from the K1 and K2 shafts.

Our results of operations are also affected by changes in currency exchange rates due to our international footprint.

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A discussion of these and other factors that affected our results of operations and financial condition for the periods covered by this Management’s Discussion and Analysis of Financial Condition and Results of Operations is set forth in further detail below.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of this annual report on Form 10-K, and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of this Annual Report on Form 10-K ( “ Form 10-K ” ) , and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents.

This section of this Form 10-K discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.

Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s annual report on Form 10-K for the year ended December 31, 2020 and are incorporated by reference herein.

Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Form 10-K for the year ended December 31, 2021 and are incorporated by reference herein.

Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes which are the equivalent of 2,205 pounds, unless we specifically state that we mean short or long ton(s), which are the equivalent of 2,000 pounds and 2,240 pounds, respectively.

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One BTU is equivalent to 1.06 Joules.

Management uses the following metrics to monitor segment performance:

production volume, sales volume, average finished product selling price and average cost per unit consumed.

In the following table, there are certain percentages that are not considered to be meaningful and are represented by “NM”.

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Results of Operations

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Impairment, restructuring and other expenses — 158.1 — (158.1) (100) % 158.1 NM

Other operating expenses 143.2 280.5 176.0 (137.3) (49) % 104.5 59 %

Operating earnings (loss) 2,468.5 412.9 (1,094.9) 2,055.6 NM 1,507.8 (138)

Other operating expenses 472.5 143.2 280.5 329.3 NM (137.3) (49) %

Operating earnings 4,785.3 2,468.5 412.9 2,316.8 94 % 2,055.6 NM

Interest expense, net (137.8) (169.1) (180.6) 31.3 (19) % 11.5 (6) %

Foreign currency transaction (loss) gain (78.5) (64.3) 20.2 (14.2) 22 % (84.5) NM

Other income 3.9 12.9 1.5 (9.0) (70) % 11.4 NM

Earnings (loss) from consolidated companies before income taxes 2,224.8 180.9 (1,256.1) 2,043.9 NM 1,437.0 (114)

Foreign currency transaction gain (loss) 97.5 (78.5) (64.3) 176.0 NM (14.2) 22 %

Other (expense) income (102.5) 3.9 12.9 (106.4) NM (9.0) (70) %

Earnings from consolidated companies before income taxes 4,642.5 2,224.8 180.9 2,417.7 109 % 2,043.9 NM

Provision for (benefit from) income taxes 1,224.3 597.7 (578.5) 626.6 105 % 1,176.2 NM

Earnings (loss) from consolidated companies 1,627.1 759.4 (1,031.4) 867.7 114 % 1,790.8 (174)

Equity in net earnings (loss) of nonconsolidated companies 7.8 (93.8) (59.4) 101.6 (108) % (34.4) 58

Net earnings (loss) including noncontrolling interests 1,634.9 665.6 (1,090.8) 969.3 146 % 1,756.4 (161)

Net earnings (loss) attributable to noncontrolling interests 4.3 (0.5) (23.4) 4.8 NM 22.9 (98)

Net earnings (loss) attributable to Mosaic $ 1,630.6 $ 666.1 $ (1,067.4) $ 964.5 145 % $ 1,733.5 (162)

Diluted net earnings (loss) per share attributable to Mosaic $ 4.27 $ 1.75 $ (2.78) $ 2.52 144 % $ 4.53 (163)

Earnings from consolidated companies 3,418.2 1,627.1 759.4 1,791.1 110 % 867.7 114 %

Equity in net earnings (loss) of nonconsolidated companies 196.0 7.8 (93.8) 188.2 NM 101.6 (108) %

Net earnings including noncontrolling interests 3,614.2 1,634.9 665.6 1,979.3 121 % 969.3 146 %

Net earnings (loss) attributable to noncontrolling interests 31.4 4.3 (0.5) 27.1 NM 4.8 NM

Net earnings attributable to Mosaic $ 3,582.8 $ 1,630.6 $ 666.1 $ 1,952.2 120 % $ 964.5 145 %

Diluted net earnings per share attributable to Mosaic $ 10.06 $ 4.27 $ 1.75 $ 5.79 136 % $ 2.52 144 %

Diluted weighted average number of shares outstanding 356.0 381.6 381.3

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Overview of the Years ended December 31, 2022 and 2021

Net earnings attributable to Mosaic for the year ended December 31, 2021 was $1.6 billion, or $4.27 per diluted share, compared to $0.7 billion, or $1.75 per diluted share for 2020.

In 2021, net earnings were negatively impacted by $291 million, net of tax, or $(0.76) per diluted share, related to notable items as follows (noted on a pre-tax basis, with the exception of discrete income tax):

Net earnings attributable to Mosaic for the year ended December 31, 2022 were $3.6 billion, or $10.06 per diluted share, compared to $1.6 billion, or $4.27 per diluted share for 2021.

In 2022, net earnings were negatively impacted in the aggregate by $350 million, net of tax, or $(1.03) per diluted share, related to notable items.

The most significant of which were as follows (noted on a pre-tax basis, with the exception of discrete income tax):

• Other operating expense of $173 million, or $(0.36) per diluted share, related to an increase in our environmental reserves, expenses of $41 million, or $(0.10) per diluted share, related to maintaining closed and indefinitely idled facilities in Florida, and $10 million, or $(0.02) per diluted share, related to fixed asset write-offs

• Asset retirement obligation (“ ARO ”) costs of $157 million, or $(0.34) per diluted share, related to upward revisions in the estimated costs of our AROs for closed facilities

• Other non-operating expense of $46 million, or $(0.09) per diluted share, related to a realized loss on securities held in trusts (the “ RCRA Trusts ”), expense of $42 million, or $(0.09) per diluted share, related to the settlement of a pension plan, and $12 million, or $(0.02) per diluted share, related to the write-down of an investment

• Cost of goods sold impact of $39 million, or $(0.09) per diluted share, related to Hurricane Ian idle costs

• Discrete income tax expense of $26 million, or $(0.08) per diluted share

• Unrealized loss on derivatives of $21 million, or $(0.04) per diluted share

• Foreign currency transaction gain of $98 million, or $0.18 per diluted share

• Other operating income of $9 million, or $0.02 per diluted share, for insurance proceeds related to Hurricane Ida, and $7 million, or $0.02 per diluted share, related to a gain on the sale of assets

Net earnings for 2021 included the following notable items (noted on a pre-tax basis, with the exception of discrete income tax) that negatively impacted net earnings by $291 million, net of tax, or $(0.76) per diluted share.

The most significant of which were as follows:

• Expense related to the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine of $158 million, or $(0.30) per diluted share

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• Expense related to the impact of Hurricane Ida on our Louisiana operations of $27 million, or $(0.05) per diluted share

• Asset retirement obligation costs of $25 million, or $(0.05) per diluted share, related to revisions in the estimated costs of our asset retirement obligations

• ARO costs of $25 million, or $(0.05) per diluted share, related to revisions in the estimated costs of our AROs.

• Unrealized loss on derivatives of $14 million, or $(0.02) per diluted share

• Other operating income of $20 million, or $0.04 per diluted share, related to the sale of our warehouse in Houston, Texas

• Functional currency impact in cost of goods sold of $20 million, or $0.04 per diluted share

• Other operating income of $13 million, or $0.02 per share, related to a decrease in reserves for legal contingencies that were part of our acquisition (the “ Acquisition ”) of Vale Fertilizantes S.A.

(now known as Mosaic Fetilizantes P&K S.A.

• Other operating income of $20 million, or $0.04 per diluted share, related to the sale of our warehouse in Houston, Texas and $13 million, or $0.02 per share, related to a decrease in reserves for legal contingencies that were part of our acquisition (the “ Acquisition ”) of Vale Fertilizantes S.A.

(now known as Mosaic Fertilizantes P&K S.A.

or the “ Acquired Business ”)

• Other non-operating income of $2 million, or $0.01 per diluted share, related to a realized gain on RCRA trust securities

Net earnings for 2020 included the following notable items that positively impacted net earnings by $341 million, net of tax, or $0.88 per diluted share:

• Discrete income tax benefit of $609 million, or $1.60 per diluted share, which included the reversal of a tax valuation reserve established with the Acquisition

• Asset retirement obligation costs of $134 million, or $(0.21) per diluted share, related to revisions in the estimated costs of our asset retirement obligations

• Depreciation expense of $79 million, or $(0.12) per diluted share, related to the acceleration of the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan mine as we ramped up K3

• Other operating expenses of $69 million, or $(0.14) per diluted share, related to maintaining closed and indefinitely idled facilities

• Foreign currency transaction loss of $64 million, or $(0.10) per diluted share

• A change in the effective annual tax rate, creating a negative impact of $41 million, or $(0.11) per diluted share

• Other operating expenses of $35 million, or $(0.05) per diluted share, related to an increase in an environmental remediation reserve at our New Wales, FL facility

• Other operating expenses of $20 million, or $(0.03) per share, related to an increase in reserves for legal contingencies of the Acquired Business, integration costs of our North American business operations and a write-down of assets in our Mosaic Fertilizantes segment

• Idle plant costs of $13 million, or $(0.02) per diluted share, related to the government-mandated shutdown on March 16, 2020, of the Miski Mayo Mine due to the Covid-19 outbreak, which reopened on May 13, 2020

• Unrealized gain on derivatives of $22 million, or $0.03 per diluted share

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• Other non-operating income of $14 million, or $0.02 per diluted share, related to a realized gain on RCRA trust securities

• Other operating income of $7 million, or $0.01 per diluted share, related to a legal settlement

• Functional currency impact in cost of goods sold of $20 million, or $0.04 per diluted share

Additional significant factors that affected our results of operations and financial condition in 2022 and 2021 are listed below.

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Year ended December 31, 2022

Operating results for the year ended December 31, 2022 in all of our segments increased, mainly from higher average sales prices compared to the prior year period.

Average selling prices rose throughout 2021 and into the first half of 2022, driven by tightness in global supply and demand.

The Russian invasion of Ukraine in February 2022 created instability in global

commodities markets.

The invasion, together with the continuation of reduced potash exports by Belarus, significantly reduced the physical supply of fertilizer and agricultural commodities produced in those geographies.

This contributed to rising fertilizer prices globally.

In addition, Chinese export restrictions on phosphates also impacted the global supply of fertilizer and contributed to tightening in the worldwide fertilizer market.

In the Phosphate segment, operating results for 2022 were driven by higher average selling prices partially offset by higher raw material costs and lower sales volumes compared to the prior year.

Selling prices increased due to the factors described above and were partially offset by higher raw material costs, primarily sulfur and ammonia, due to global supply and demand.

Finished product sales volumes were unfavorable versus the prior year, due to adverse weather conditions in North America, which contributed to a condensed spring season, the deferral of customers purchases in North America, and delayed shipments caused by impacts from Hurricane Ian which occurred at the end of the third quarter in 2022.

In the Potash segment, 2022 operating results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above.

This was partially offset by lower sales volumes, due to customers deferring purchases to future periods.

In the Mosaic Fertilizantes segment, 2022 results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above, partially offset by higher raw material and production costs and lower sales volumes compared to the prior year.

Productions costs increased due to inflation and higher raw materials costs, which increased due to higher global prices for sulfur and ammonia.

Sales volumes were lower in 2022 compared to the prior year, mainly due to unfavorable farmer economics.

Other highlights in 2022 include :

• In the first quarter of 2022, our Board of Directors approved the establishment of a new $1.0 billion share repurchase authorization, which was completed in the second quarter of 2022.

Our Board of Directors authorized an additional $2.0 billion share repurchase program in the third quarter of 2022.

• During 2022, we repurchased 30,810,173 shares of Common Stock in the open market for approximately $1.7 billion.

This includes 7,056,229 shares we purchased under an accelerated share repurchase agreement in 2022.

• In the first quarter of 2022, our Board of Directors approved a regular dividend increase to $0.60 per share annually from $0.45, beginning with the second quarter of 2022.

In the fourth quarter of 2022, our Board of Directors increased the dividend to $0.80 per share annually, beginning with the dividend declared on December 16, 2022.

• In November 2022, we paid the outstanding balance of $550 million on our 3.25% senior notes, due November 15, 2022, without premium or penalty.

On January 12, 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and approximately 7,000 acres of land on which it sits for a purchase price of $160 million.

The Resort is a destination resort and conference center, which we developed in an area of previously mined land as part of our long-term business strategy to maximize the value and utility of our extensive land holdings in Florida.

In addition to a hotel and conference center, the Resort includes multiple golf courses, a clubhouse and ancillary facilities.

Subsequent to year end, our Board of Directors approved an accelerated share repurchase (“ ASR ”) of $300 million which is expected to be initiated in the first quarter of 2023.

Also, in February 2023, the Board of Directors approved a special dividend of $0.25 per share to be distributed in March, 2023 to our stockholders of record as of March 15, 2023.

Year ended December 31, 2021 :

Phosphates operating results for the year ended December 31, 2021 were favorably impacted by higher phosphate average selling prices compared to the prior year period.

After reaching a low in the first quarter of 2020, sales prices continued to rise in 2021, driven by tightness in global supply and demand, strong farmer economics and improved grain prices, and continue to remain strong into the first quarter of 2022.

After reaching a low in the first quarter of 2020, sales prices continued to rise in 2021, driven by tightness in global supply and demand, strong farmer economics and improved grain prices.

Operating results in 2021 were unfavorably impacted by lower finished product sales volumes, and higher raw material costs, primarily sulfur and ammonia.

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The low sulfur availability constrained our production in the first half of 2021.

Operating results in 2021 were also unfavorably impacted by higher idle plant and maintenance turnaround costs compared to the prior year, mainly driven by the impacts of Hurricane Ida on our Louisiana operations.

Potash operating results were favorably impacted in our Potash segment in 2021 by higher average sales prices compared to the prior year.

Operating results in 2021 were also unfavorably

impacted by higher idle plant and maintenance turnaround costs compared to 2020, mainly driven by the impacts of Hurricane Ida on our Louisiana operations.

Potash operating results for the year ended December 31, 2021, were favorably impacted by higher average selling prices compared to the prior year.

Prices began to strengthen in North America and Brazil in the fourth quarter of 2020 due to increased demand, tight supply and improved farmer economics.

Prices continued to increase through the end of 2021 and into the first quarter of 2022.

The global potash market is expected to remain tight throughout 2022 given recent sanctions against Belarus which could impact global supply.

Prices continued to increase throughout 2021.

Operating results in 2021 were unfavorably impacted by lower sales volumes caused by decreased production volumes associated with the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine.

We reopened our previously idled Colonsay, Saskatchewan potash mine during the third quarter of 2021, and ramped up production at our K3 mine shaft which partially replaced this lost production.

Mosaic Fertilizantes operating results in 2021 were favorably impacted by increased sales prices compared to the prior year, due to tight global supply and demand.

The favorable results were partially offset by lower sales volumes due to lower product availability and production challenges, low inventory levels and increased raw materials costs, as global prices of sulfur and ammonia were higher in 2021 compared to the prior year.

Other highlights in 2021 :

• During the second quarter of 2021, due to increased brine inflows, we made the decision to accelerate the timing of the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine.

Closing the K1 and K2 shafts are key pieces of the transition to the K3 shaft, but the timeline for the closure was accelerated by approximately nine months.

We recognized pre-tax costs of $158.1 million related to the permanent closure of these facilities.

In the third quarter of 2021, we resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy.

In December 2021, the K3 shaft became fully operational and is expected to reach full operating capacity in the first quarter of 2022.

The closure of the K1 and K2 shafts will eliminate future brine management expenses at these sites.

• In August 2021 we entered into a new, unsecured five-year credit facility of up to $2.5 billion, with a maturity date of August 19, 2026, which replaces our prior $2.2 billion line of credit.

This increase in size provides additional security and flexibility and reflects the growth in our business.

• In August 2021 we prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty.

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• During the third quarter of 2021, our Board of Directors approved a new $1 billion share repurchase authorization (the “ 2021 Repurchase Program ”), replacing our previous $1.5 billion authorization (the “ 2015 Repurchase Program ”) that had $700 million remaining.

This new, expanded authorization reflects our unchanged commitment to a balanced deployment of excess capital that includes returning capital to stockholders.

During 2021, we repurchased 11,200,371 shares of Common Stock, including 8,544,144 shares that we purchased in an underwritten secondary offering by Vale S.A., at an average price of $36.69, for a total of approximately $410.9 million.

• In November 2021, Vale S.A.

sold its 34,176,574 shares of common stock of Mosaic in an underwritten secondary offering.

no longer holds any shares of Mosaic common stock.

• In the fourth quarter of 2021, our Board of Directors approved a 50% increase in our annual dividend, to $0.45 per share, beginning in 2022.

• In 2020, we filed petitions with the U.S.

Department of Commerce ( “ DOC ” ) and the U.S.

International Trade Commission ( “ ITC ” ) that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia.

The purpose of the petitions was to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S.

market for phosphate fertilizers, and thereby restore fair competition.

During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments and the ITC made final affirmative determinations that the U.S.

phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia.

As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.

Currently, the cash deposit rates for such imports are approximately 20 percent for Moroccan producer OCP, 9 percent and 47 percent for Russian producers PhosAgro and Eurochem, respectively, and 17 percent for all other Russian producers.

The final determinations in the DOC and ITC investigations are subject to possible challenges before U.S.

federal courts and the World Trade Organization, and Mosaic has initiated actions at the U.S.

Court of International Trade contesting certain aspects of the DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian phosphate fertilizer subsidies.

Moroccan and Russian producers have also initiated U.S.

Court of International Trade actions, seeking lower cash deposit rates and revocation of the countervailing duty orders.

Further, the cash deposit rates and the amount of countervailing duties owed by importers on such imports could change based on the results of the DOC’s annual administrative review proceedings.

• In response to Covid-19, we continued to implement measures in 2021 that were intended to provide for the immediate health and safety of our employees, including working remotely and alternating work schedules, in order to minimize the number of employees at a single location.

Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers.

At this time, we have experienced limited adverse financial or operational impacts related to Covid-19.

Subsequent to December 31, 2021, we expect to enter into an accelerated share repurchase (“ ASR ”) of $400 million, which would be initiated in February 2022.

This ASR will exhaust most of the remaining share repurchase authorization established in the 2021 Repurchase Program.

Following the completion of the current authorization, our Board of Directors has approved the establishment of a new $1 billion share repurchase authorization, which will go into effect following completion of this ASR.

The Board of Directors has also approved a regular dividend increase to $0.60 per share annually from $0.45, beginning with the second quarter 2022 payment.

Year ended December 31, 2020 :

Phosphates operating results for the year ended December 31, 2020 were favorably impacted by an increase in sales volumes compared to 2019.

Increased sales volumes were driven by strong spring and fall application seasons, as well as decreased competitor shipments into North America.

Competitor shipments were impacted by anticipation of potential import duties against producers in Morocco and Russia resulting from the countervailing duty investigations, instituted by us in the U.S., into imports of phosphate fertilizers.

The benefit of increased sales volumes was partially offset by a decrease in phosphates average selling prices in 2020 compared to 2019.

Although selling prices were higher than the low levels seen at the end of 2019, the average selling price was still below that of the 2019 average.

Prices rose throughout 2020 due to tightness in global supply and demand.

The increase in demand was partially mitigated by suppliers, including Mosaic, increasing

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production in the second half of 2020 and carrying into the first quarter of 2021.

Operating earnings in 2020 also benefited from lower raw material costs, primarily sulfur and ammonia, which are driven by global supply and demand.

Potash operating results were unfavorably impacted by decreases in the average selling price in 2020 compared to 2019, partially offset by higher sales volumes.

Selling prices began declining in the first half of 2019 due to adverse weather conditions in North America.

They continued to decline in the first half of 2020, due to lower export prices, as China and India contract prices set a floor for the market, and to new suppliers entering the marketplace.

Prices began to strengthen in North America and Brazil in the fourth quarter of 2020, due to increased demand and tight supply;

however, prices were still below levels seen in 2019.

Operating results were favorably impacted by higher potash sales volumes in 2020 compared to 2019.

In 2019, sales volumes were impacted by low demand due to adequate inventories, delayed contract settlements, and adverse weather conditions throughout North America.

Mosaic Fertilizantes operating results in 2020 were favorably impacted by increased sales volumes.

Sales volumes increased compared to 2019, due to strong market demand and efforts to grow our market share in 2020.

Operating results were also favorably impacted by lower raw material costs in 2020 compared to the prior year, driven by global supply and demand and the impact of foreign currency changes.

In 2020 results were also favorably impacted by lower production costs as 2019 was impacted by new tailings dam legislation, which resulted in higher idle and turnaround costs.

Lower average selling prices, driven by international pricing trends, unfavorably impacted operating earnings in 2020 compared to 2019.

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Mosaic Fertilizantes operating results for the year ended December 31, 2021 were favorably impacted by increased sales prices compared to the prior year, due to tight global supply and demand.

Phosphates Net Sales and Gross Margin

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Cost of goods sold 4,425.2 3,617.5 2,990.9 807.7 22 % 626.6 21 %

Gross margin $ 1,305.4 $ 125.5 $ (82.3) $ 1,179.9 NM $ 207.8 NM

Gross margin $ 1,759.0 $ 1,305.4 $ 125.5 $ 453.6 35 % $ 1,179.9 NM

Gross margin as a percentage of net sales 28.4 % 26.5 % 4.0 %

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The increase in net sales was primarily due to higher average finished goods selling prices, which resulted in an increase in net sales of approximately $1.7 billion.

Net sales was also positively impacted by increased sulfur and ammonia sales, which resulted in an increase in net sales of approximately $100 million.

Higher prices and sales volumes at the Miski Mayo Mine contributed approximately $70 million to the current year increase.

These increases were partially offset by lower sales volumes, which decreased net sales by approximately $200 million.

Net sales was also positively impacted by approximately $200 million, primarily due to sales of rock in our Miski Mayo operation and sales of excess ammonia and sulfur in the current year.

These increases were partially offset by lower finished product sales volumes, which decreased net sales by approximately $650 million.

Our average finished product selling price increased 48%, to $913 per tonne for the year ended December 31, 2022, compared to $618 per tonne for the same period a year ago, due to the factors discussed in the Overview.

The Phosphates segment’s sales volumes of finished products decreased to 7.7 million tonnes for the year ended December 31, 2021, compared to 8.5 million tonnes in 2020, due to low inventory levels impacted by availability of molten sulfur in the first half of 2021 and production impacts related to Hurricane Ida in the second half of 2021.

The increase in the sales volumes of rock, shown in the table above, was due to the Miski Mayo Mine being temporarily idled for a portion of the prior year due to a government mandated shutdown related to Covid-19.

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The Phosphates segment’s sales volumes of finished products decreased to 6.6 million tonnes for the year ended December 31, 2022, compared to 7.7 million tonnes in 2021, due to the factors discussed in the Overview.

Gross margin for the Phosphates segment increased to $1.8 billion in the current year compared with $1.3 billion for the prior year.

The increase was primarily driven by higher sales prices, which impacted gross margin by approximately $1.8 billion.

This was partially offset by higher raw material prices (primarily sulfur and ammonia) of approximately $440 million compared to the prior-year period.

Gross margin was also unfavorably impacted in the current year by higher idle plant and maintenance turnaround costs of approximately $90 million and higher conversion costs of approximately $40 million.

The increase was primarily driven by higher selling prices, which impacted gross margin by approximately $1.7 billion.

This was partially offset by higher raw material prices (primarily sulfur and ammonia) of approximately $840 million

compared to the prior-year period.

Gross margin was also unfavorably impacted in the current year by higher conversion costs of approximately $130 million and higher idle plant and maintenance turnaround costs of approximately $80 million.

Lower sales volumes unfavorably impacted gross margin by approximately $230 million.

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The consumed ammonia and sulfur prices also include transportation, transformation, and storage costs.

The average consumed cost of purchased and produced rock decreased slightly to $60 per tonne in the current year, from $61 a year ago.

For the year ended December 31, 2021, our North American phosphate rock production decreased to 11.1 million tonnes from 12.8 million tonnes for the prior year, due to geology of rock and operational challenges as we transition into new mining areas.

The average consumed cost of purchased and produced rock increased to $70 per tonne in the current year, from $60 a year ago.

For the year ended December 31, 2022, our North American phosphate rock production decreased to 9.6 million tonnes from 11.1 million tonnes in the prior year, due to geology of rock and operational challenges, and due to downtime caused by Hurricane Ian.

The Phosphates segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased to 6.6 million tonnes for the year ended December 31, 2022, compared to 7.3 million in 2021.

Current year production was negatively impacted by sulfur availability issues, downtime at our New Wales, Florida site due to equipment damage, and downtime at our Louisiana location related to Hurricane Ida.

The lower production in the current year period reflects impacts from downtime at our Florida locations due to unplanned operational outages and Hurricane Ian.

For the year ended December 31, 2022, our operating rate for processed phosphate production decreased to 67%, compared to 74% in the same period of the prior year.

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Potash Net Sales and Gross Margin

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The Potash segment’s net sales increased to $5.2 billion for the year ended December 31, 2022, compared to $2.6 billion in the prior year.

The increase in net sales was driven by a favorable impact from higher sales prices of approximately $840 million, partially offset by unfavorable sales volumes of approximately $230 million.

The increase in net sales was driven by a favorable impact from higher selling prices of approximately $2.6 billion, partially offset by unfavorable sales volumes of approximately $60 million.

Our average finished product selling price was $643 per tonne for the year ended December 31, 2022, an increase of $322 per tonne compared with the prior year period, due to the factors discussed in the Overview.

The Potash segment’s sales volumes decreased to 8.2 million tonnes for the year ended December 31, 2021, compared to 9.4 million tonnes in the same period a year ago, due to the factor discussed in the Overview.

The Potash segment’s sales volumes decreased slightly to 8.1 million tonnes for the year ended December 31, 2022, compared to 8.2 million tonnes in the same period a year ago, due to the factor discussed in the Overview.

Gross margin for the Potash segment increased to $2.8 billion in the current year, from $1.1 billion in the prior year period.

Gross margin was positively impacted by $840 million related to the increase in selling prices, partially offset by approximately $80 million due to lower sales volumes.

The increase in gross margin was also partially offset by increased Canadian resource taxes of approximately $100 million, unfavorable foreign currency impacts of approximately $50 million.

and higher idle costs of approximately $30 million.

Gross margin was positively impacted by $2.6 billion related to the increase in selling prices, partially offset by approximately $20 million due to lower sales volumes.

The increase in gross margin was also partially offset by increased Canadian resource taxes of approximately $700 million, and increased plant spending of approximately $130 million compared to the prior year, due to the Colonsay mine operating for the majority of 2022 and the ramp up of K3.

Canadian resource taxes and other costs affecting gross margin are discussed in more detail below.

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On June 4, 2021, due to increased brine inflows, we made the decision to immediately close the K1 and K2 shafts at our Esterhazy mine, which eliminated future brine inflow management expenses.

Therefore, brine inflow management expense, including depreciation, decreased to $46.0 million in the current year, from $108.0 million in the prior year.

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track in our development of the K3 shaft at our Esterhazy mine, which became fully operational in December 2021 and is expected to reach full operational capacity in the first quarter of 2022.

For the year ended December 31, 2021, potash production decreased to 8.2 million tonnes, compared to 8.4 million tonnes in the prior year period, resulting in an operating rate of 75% for 2021, compared to 87% for 2020.

Decreased production in 2021 is primarily due to the shutdown of our K1 and K2 shafts at our Esterhazy mine, partially offset by the restart of our Colonsay mine during the third quarter of 2021.

Therefore, we did not incur brine inflow management expenses in the current year, compared to $46 million in brine inflow management expenses, including depreciation on brine assets in the prior year.

For the year ended December 31, 2022, potash production increased to 9.1 million tonnes, compared to 8.2 million tonnes in the prior year period, resulting in an operating rate of 81% for 2022, compared to 75% for 2021.

Production increased in the current year due to the Colonsay mine operating for the majority of 2022 and the ramp up of our K3 shaft at Esterhazy, which replaced capacity from the K1 and K2 shafts.

Mosaic Fertilizantes Net Sales and Gross Margin

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The Mosaic Fertilizantes segment’s net sales were $8.3 billion for the year ended December 31, 2022, compared to $5.1 billion for 2021.

The increase in net sales was due to higher sales prices, which favorably impacted net sales by approximately $1.43 billion.

Net sales also increased due to higher prices and volumes of other products, primarily gypsum, magnetite and sulfuric acid, which favorably impacted net sales by approximately $290 million.

The increase in net sales was due to higher selling prices, which favorably impacted net sales by approximately $3.2 billion.

This was partially offset by a decrease in sales volumes, which impacted net sales by approximately $290 million.

Net sales also benefited from the selling prices of other products, primarily acids and gypsum, which favorably impacted net sales by approximately $200 million, and favorable foreign currency impacts which impacted net sales by approximately $60 million.

The overall average finished product selling price increased $374 per tonne, to $878 per tonne for 2022, due to the increase in global prices referenced in the Overview.

The Mosaic Fertilizantes segment’s sales volume decreased to 10.1 million tonnes for the year ended December 31, 2021, compared to 10.6 million tonnes for the prior year period, due to the factors discussed in the Overview.

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Gross margin for the Mosaic Fertilizantes segment increased to $842.7 million for the year ended December 31, 2021, from $419.6 million in the prior year.

The increase was driven by higher sales prices, which favorably impacted gross margin by approximately $1.47 billion.

Gross margin was also favorably impacted by $110 million related to other product sales and by favorable foreign currency and hedging impacts of approximately $50 million.

This was partially offset by approximately $1.16 billion of higher raw material and production costs, negatively impacted by inflation pressures, and the impact of lower sales volumes of approximately $30 million compared to the prior year.

Gross margin was unfavorably impacted by approximately $20 million due to higher idle and maintenance turnaround costs in the current year as we experienced unplanned maintenance stoppages.

The Mosaic Fertilizantes segment’s sales volume decreased to 9.4 million tonnes for the year ended December 31, 2022, compared to 10.1 million tonnes for the prior year period, due to the factor discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment increased to $1.0 billion for the year ended December 31, 2022, from $842.7 million in the prior year.

The increase was driven by higher selling prices, which favorably impacted gross margin by

approximately $3.2 billion, and foreign currency impacts of approximately $30 million.

Higher costs had an unfavorable impact of $2.9 billion, driven by an increase in product costs, primarily higher nitrogen and potash products for our distribution business and higher sulfur and ammonia raw material costs in our production business.

Gross margin was also unfavorably impacted by a decrease in sales volumes of approximately $70 million, a decrease in specialty product margins, largely driven by gypsum and sulfuric acid, of approximately $30 million, and increased turnaround costs of approximately $50 million.

The average consumed price for ammonia for our Brazilian operations was $1,301 per tonne for the year ended December 31, 2022, compared to $580 per ton in the prior year.

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The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 3% to 3.6 million tonnes for the year ended December 31, 2022, compared to 3.7 million tonnes in the prior year.

The lower production in the current year was due to unplanned maintenance down time and lower quality ore compared to the prior year period.

For the year ended December 31, 2022, our phosphate operating rate was 85%, compared to 86% in the prior year.

Our Brazilian phosphate rock production decreased to 4.0 million tonnes for the year ended December 31, 2021, from 4.3 million tonnes in the prior year.

Our Brazilian phosphate rock production was 4.0 million tonnes for each of the years ended December 31, 2022 and 2021.

Corporate, Eliminations and Other

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The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives, debt expenses, Streamsong Resort ® results of operations, and the results of the China and India distribution businesses.

Gross margin for Corporate, Eliminations and Other was a loss of $5.3 million for the year ended December 31, 2021, compared to a gain of $51.5 million in the same period a year ago.

The change was driven by an unfavorable impact of $131.0 million related to the elimination of intersegment sales in the current year period, compared to an unfavorable impact of $3.4 million in the prior year period.

Contributing to the change was a net unrealized loss of $13.6 million in the current year period, primarily on foreign currency derivatives, compared to a net unrealized gain of $22.0 million in the prior year period.

Distribution operations in India and China had revenues and gross margin of $730.1 million and $141.6 million, respectively, for the year ended December 31, 2021, compared to revenues and gross margin of $639.4 million and $58.7 million, respectively, for the year ended December 31, 2020.

The increase was primarily due to increased sales prices in the current year compared to the prior year period.

This was partially offset by lower sales volumes in the current year, and higher product cost due to tighter global supply and demand.

Sales volumes of finished products were 1.6 million tonnes and 2.0 million tonnes for the years ended December 31, 2021 and 2020, respectively.

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Gross margin for Corporate, Eliminations and Other was a gain of $108.2 million for the year ended December 31, 2022, compared to a loss of $5.3 million in the same period a year ago.

The change was driven by a favorable impact of $18.9 million related to the lower gross margin, partially offset by higher sales volumes on the elimination of intercompany in the current year, compared to an unfavorable impact of $131.0 million in the prior year period.

Partially offsetting the change was a net unrealized loss of $21.3 million in the current year period, primarily on foreign currency derivatives, compared to a net unrealized loss of $13.6 million in the prior year period.

Distribution operations in India and China had revenues and gross margin of $1.1 billion and $130.9 million, respectively, for the year ended December 31, 2022, compared to revenues and gross margin of $730.1 million and $141.6 million, respectively, for the year ended December 31, 2021.

The increase was primarily due to increased selling prices in the current year compared to the prior year period.

This was partially offset by higher product cost in the current year due to tighter global supply and demand.

Sales volumes of finished products were 1.6 million tonnes for each of the years ended December 31, 2022 and 2021.

Other Income Statement Items

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Impairment, restructuring and other expenses — 158.1 — (158.1) (100) % 158.1 NM

Other operating expenses 143.2 280.5 176.0 (137.3) (49) % 104.5 59 %

Other operating expenses 472.5 143.2 280.5 329.3 NM (137.3) (49) %

Interest (expense) (168.8) (194.3) (214.1) 25.5 (13) % 19.8 (9) %

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Interest expense, net (137.8) (169.1) (180.6) 31.3 (19) % 11.5 (6) %

Foreign currency transaction (loss) gain (78.5) (64.3) 20.2 (14.2) 22 % (84.5) NM

Other income 3.9 12.9 1.5 (9.0) (70) % 11.4 NM

Foreign currency transaction gain (loss) 97.5 (78.5) (64.3) 176.0 NM (14.2) 22 %

Other (expense) income (102.5) 3.9 12.9 (106.4) NM (9.0) (70) %

Provision for (benefit from) income taxes 1,224.3 597.7 (578.5) 626.6 105 % 1,176.2 NM

Equity in net earnings (loss) of nonconsolidated companies 7.8 (93.8) (59.4) 101.6 (108) % (34.4) 58

Equity in net earnings (loss) of nonconsolidated companies 196.0 7.8 (93.8) 188.2 NM 101.6 (108) %

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $498.0 million for the year ended December 31, 2022, compared to $430.5 million for the same period a year ago.

The increase was due to approximately $50 million of higher incentive compensation expense in the current year and approximately $5 million of higher consulting and professional service expenses related to executing on our strategic priorities.

The increase was primarily due to approximately $44 million of higher consulting and professional services costs related to executing on our strategic initiatives, and higher costs of approximately $16 million in our Mosaic Fertilizantes segment, due to impacts from inflation and higher compensation and other employee-related costs.

Impairment, Restructuring and Other Expenses

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We recognized pre-tax costs of $158.1 million related to the permanent closure of these facilities in 2021.

These costs consisted of $110.0 million related to the write-off of fixed assets, $37.1 million related to asset retirement obligation (" AROs "), and $11.0 million related to inventory and other reserves.

These costs consisted of $110.0 million related to the write-off of fixed assets, $37.1 million related to AROs, and $11.0 million related to inventory and other reserves.

We had no such expenses in 2022.

Other Operating Expenses

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(1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements and (5) gain/loss on sale or disposal of fixed assets.

The current year includes approximately $25 million of ARO expenses and adjustments, approximately $65 million related to environmental and legal expenses and approximately $50 million related to closed and indefinitely idled facility costs.

The current year includes income of approximately $20 million related to a gain on selling a warehouse and approximately $13 million related to the recovery of a reserve for the Acquired Business.

The current year includes approximately $173 million related to increases in environmental reserves, approximately $157 million related to upward revisions in estimated closure costs for our AROs at our closed facilities, and approximately $41 million related to costs of maintaining closed and indefinitely idled facilities.

These costs were primarily related to our Phosphate segment.

Interest Expense, Net

Net interest expense decreased to $169.1 million for the year ended December 31, 2021, compared to $180.6 million in 2020, due to lower debt levels and lower interest rates in the current year.

Foreign Currency Transaction (Loss) Gain

In 2021, we recorded a foreign currency transaction loss of $78.5 million, compared to a loss of $64.3 million in 2020.

The loss was primarily the result of the effect of the strengthening of the U.S.

dollar relative to the Brazilian real on significant U.S.

dollar-denominated payables held by our Brazilian subsidiaries.

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For the year ended December 31, 2021, we had other income of $3.9 million compared to expense of $12.9 million in the prior year.

Current year income is primarily related to a realized gain of $2 million on investments held in two financial assurance trust funds created in 2016 to provide additional financial assurance for the estimated costs of closure and long-term care of our Florida and Louisiana phosphogypsum management systems (the “ RCRA Trusts ”).

Net interest expense decreased to $137.8 million for the year ended December 31, 2022, compared to $169.1 million in 2021, due to lower debt levels in the current year.

Foreign Currency Transaction Gain (Loss)

In 2022, we recorded a foreign currency transaction gain of $97.5 million, compared to a loss of $78.5 million in 2021.

The gain was the result of the effect of the weakening of the U.S.

dollar relative to the Brazilian real of U.S.

dollar-denominated payables held by our Brazilian subsidiaries and on significant intercompany loans, partially offset by the strengthening of the U.S.

dollar relative to the Canadian dollar on significant intercompany loans.

Other (Expense) Income

For the year ended December 31, 2022, we had other expense of $102.5 million compared to income of $3.9 million in the prior year.

The current year expense primarily related to approximately $46 million of realized losses on the marketable securities held in the RCRA Trusts, approximately $42 million related to the settlement loss on the termination of a pension plan as further described in Note 18 of our Notes to Consolidated Financial Statement, and $12 million related to the write-down of an investment.

Equity in Net Earnings (Loss) of Nonconsolidated Companies

For the year ended December 31, 2021, we had a gain from equity of nonconsolidated companies of $7.8 million, net of tax, compared to a loss of $93.8 million, net of tax, for the prior year.

For the year ended December 31, 2022, we had a gain from equity of nonconsolidated companies of $196.0 million, net of tax, compared to a gain of $7.8 million, net of tax, for the prior year.

The current year gain was primarily related to the operations of MWSPC, which was favorably impacted by higher phosphate selling prices, and the continued ramp-up of its operations.

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The net expense relates to the following:

$23.9 related to true-up of estimates primarily related to our U.S.

tax return and $20.3 million related to an increase in non-U.S.

The tax expenses are partially offset by net tax benefits related to $43.7 million of Esterhazy mine closure costs and $1.1 million related to a benefit for withholding taxes related to undistributed earnings and other miscellaneous tax expenses.

$29.0 million related to true-up of estimates primarily related to our U.S.

tax return, $4.8 million related to changes to valuation allowances in Brazil, $4.0 million related to interest of effectively settled unrecognized tax benefits and $1.2 million of other miscellaneous costs.

The tax expenses are partially offset by a net tax benefit related to $12.8 million of RSUs vested in CY22 above grant price.

Critical Accounting Estimates

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In addition, events and circumstances that might be indicators of possible impairment are assessed during other interim periods.

As of October 31, 2021, the date of our annual impairment testing, the Company concluded that the fair values of the reporting units which included goodwill were in substantial excess of their respective carrying values and the goodwill for those units was not impaired.

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As of October 31, 2022, the date of our annual impairment testing, the Company concluded that the fair values of the reporting units which include goodwill, Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other, were in substantial excess of their respective carrying values and the goodwill for those units was not impaired.

See Note 10 of our Notes to Consolidated Financial Statements for additional information regarding the goodwill impairment analysis, including the methodologies and assumptions used in estimating the fair values of our reporting units.

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Accruals for environmental matters are based primarily on third-party estimates for the cost of remediation at previously operated sites and estimates of legal costs for ongoing environmental litigation.

We regularly assess the likelihood of material adverse judgments or outcomes, the effects of potential indemnification, as well as potential ranges or probability of losses.

We regularly assess the likelihood of material adverse

judgments or outcomes, the effects of potential indemnification, as well as potential ranges or probability of losses.

We determine the amount of accruals required, if any, for contingencies after carefully analyzing each individual matter.

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As of December 31, 2022, and 2021, $1.9 billion and $1.7 billion, respectively, was accrued for AROs (current and noncurrent amounts) in North and South America.

In August 2016, Mosaic deposited $630 million into two trust funds as financial assurance to support certain estimated future asset retirement obligations.

In August 2016, Mosaic deposited $630 million into two trust funds as financial assurance to support certain estimated future AROs.

See Note 14 of our Notes to Consolidated Financial Statements for additional information regarding the Environmental Protection Agency (“ EPA ”) RCRA Initiative.

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We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation, and resolution of disputes arising from tax audits in the normal course of business.

Settlement of any particular position may

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require the use of cash.

Settlement of any particular position may require the use of cash.

The Company is currently in negotiations with non-U.S.

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However, since there are no U.S.

foreign tax credits associated with foreign dividends, any foreign withholding tax associated with a future repatriation will need to be accrued if the earnings are not permanently reinvested.

foreign tax credits associated with foreign dividends, any foreign withholding tax associated with a future repatriation will need to be accrued if

the earnings are not permanently reinvested.

As of December 31, 2022, we have included $50.0 million of withholding tax in the full year effective tax rate related to the $1.0 billion dividend to the U.S.

We have included a further discussion of income taxes in Note 13 of our Notes to Consolidated Financial Statements.

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We define liquidity as the ability to generate or access adequate amounts of cash to meet current cash needs.

We assess our liquidity in terms of our ability to fund working capital requirements, fund sustaining and opportunity capital projects, pursue strategic opportunities and make capital management decisions, which include making payments on and issuing indebtedness and making distributions to our stockholders, either in the form of share repurchases or dividends.

We remain committed to a disciplined capital allocation strategy and assess our liquidity in terms of our ability to fund working capital requirements, fund sustaining and opportunity capital projects, pursue strategic opportunities and make capital management decisions, which include making payments on and issuing indebtedness and making distributions to our stockholders, either in the form of share repurchases or dividends.

Our liquidity is subject to general economic, financial, competitive and other factors that are beyond our control.

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During 2022, we returned capital to our stockholders through share repurchases of $1.7 billion and paid dividends of $0.2 billion.

Our Board of Directors also approved a 50% increase to our annual dividend to $0.45 per share, beginning in the first quarter of 2022.

Our Board of Directors also approved an increase to our annual dividend to $0.80 per share, beginning with the dividend declared on December 16, 2022.

Subsequent to year-end, our Board of Directors approved the following:

• A regular dividend increase to $0.60 per share annually from $0.45, beginning with the second quarter 2022 payment.

• An ASR of $400 million, which is expected to be initiated in February 2022.

• Establishment of a new $1 billion share repurchase authorization, which will go into effect following completion of the ASR.

• A special dividend of $0.25 per share to be distributed in March to our stockholders of record as of March 15, 2023.

• An ASR of $300 million, which is expected to be initiated in the first quarter of 2023.

As of December 31, 2022, we had cash and cash equivalents of $0.7 billion, marketable securities held in trusts to fund future obligations of $0.7 billion, long-term debt including current maturities of $3.4 billion, short-term debt of $0.2 billion and stockholders’ equity of $12.2 billion.

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Funds generated by operating activities, available cash and cash equivalents and our revolving credit facility continue to be our most significant sources of liquidity.

We believe funds generated from the expected results of operations and available cash, cash equivalents and borrowings either under our revolving credit facility or through long-term borrowings will be sufficient to finance our operations, including our expansion plans, existing strategic initiatives and expected dividend payments for the next 12

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We expect our capital expenditures to be approximately $1.1 billion in 2022.

We expect our capital expenditures to be between $1.3 billion and $1.4 billion in 2023.

There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

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These include obligations for contracts to purchase raw materials such as sulfur, ammonia, phosphate rock and natural gas, obligations to purchase raw materials for our international distribution activities, and maintenance and services.

Other large cash obligations are our AROs and other environmental obligations primarily related to our Phosphates and Mosaic Fertilizantes segments.

We expect to fund our AROs, purchase obligations, long-term debt and capital expenditures with a combination of operating cash flows, cash and cash equivalents and borrowings.

Other large cash obligations are our AROs and other

environmental obligations primarily related to our Phosphates and Mosaic Fertilizantes segments.

We expect to fund our AROs and other environmental obligations, purchase obligations, long-term debt and capital expenditures with a combination of operating cash flows, cash and cash equivalents and borrowings.

The following is a summary of our material contractual cash obligations as of December 31, 2022:

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The majority of value of items more than 5 years is related to our CF Ammonia Supply Agreement.

For additional information related to our purchase commitments, see Note 22 of our Notes to Consolidated Financial Statements.

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See Off-Balance Sheet Arrangements and Obligations below for more information on other environmental obligations.

In addition to various operational and environmental regulations primarily related to our Phosphates segment, we incur liabilities for reclamation activities under which we are subject to financial assurance requirements.

In various jurisdictions in which we operate, particularly Florida and Louisiana, we are required to pass a financial strength test or provide credit support, typically in the form of cash deposits, surety bonds or letters of credit.

See Other Commercial Commitments under Off-Balance Sheet Arrangements and Obligations and Note 21 of our Notes to Consolidated Financial Statements for additional information about these requirements.

Summary of Cash Flows

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Operating Activities

Net cash flow from operating activities has provided us with a significant source of liquidity.

In 2022, net cash flow from operating activities provided us with a significant source of liquidity.

For the year ended December 31, 2022, net cash provided by operating activities was $3.9 billion, compared to $2.2 billion in the prior year.

Our results of operations, after non-cash adjustments to net earnings, contributed $4.9 billion to cash flows from operating activities during 2022, compared to $2.8 billion during 2021.

During 2021, we had an unfavorable working capital change of $629.7 million, compared to a favorable change of $526.9 million during 2020.

The change in working capital for the year ended December 31, 2021 was primarily driven by unfavorable impacts from changes in accounts receivable of $683.6 million and inventories of $1.1 billion partially offset by favorable changes in accounts payable and accrued liabilities of $995.1 million.

The unfavorable change in accounts receivable was primarily related to higher sales prices at the end of the current year compared to the prior year.

The change in inventories was driven primarily by an increase in raw material prices and finished goods cost in Brazil and an increase in inventory volumes in our Potash and Mosaic Fertilizantes segments.

These changes were partially offset by an increase accounts payable and accrued liabilities driven by an increase in material purchases in our international locations, the price of raw material purchases, an increase in customer prepayments in Brazil and an increase in taxes payable.

During 2022, we had an unfavorable change in assets and liabilities of $1.0 billion, compared to an unfavorable change of $0.6 billion during 2021.

The change in assets and liabilities for the year ended December 31, 2022, was primarily driven by unfavorable impacts from changes in accounts receivable of $215.2 million, other current and noncurrent assets of $247.4 million and inventories of $749.6 million, partially offset by favorable changes in accounts payable and accrued liabilities of $219.8 million.

The unfavorable change in accounts receivable was primarily related to higher sales prices at the end of the current year compared to the prior year, which resulted in higher balances.

The change in inventories was driven primarily by an increase in raw material prices and finished goods cost across all our operating segments and an increase in inventory volumes, primarily in

our Phosphate and Potash segments.

The change in other current and noncurrent assets was primarily related to an increase in taxes receivable due to timing of refunds.

These changes were partially offset by an increase in accounts payable and accrued liabilities, which was driven primarily by an increase in customer prepayments in Brazil, an increase in environmental reserves and an increase in our dividend payable.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2021 was $1.3 billion, compared to $1.2 billion in the same period a year ago, primarily driven by capital expenditures of $1.3 billion in 2021.

Net cash used in investing activities for the year ended December 31, 2022, was comparable to the same period a year ago at $1.3 billion, primarily driven by capital expenditures of $1.2 billion in 2022.

Financing Activities

Net cash used in financing activities was $682.1 million for the year ended December 31, 2021 compared to $283.8 million in the prior year.

In 2021, we received net proceeds from short-term borrowings of $302.7 million, net proceeds from structured accounts payable of $94.3 million.

We also had net collections on behalf of the bank under our Receivable Purchasing Agreement of $81.1 million, which had not yet been remitted to them as of December 31, 2021.

Payments on our long-term debt, net of borrowings, were $608.3 million.

In 2021 we made repurchases of our common stock of $410.9 million and paid dividends of $135.0 million.

Net cash used in financing activities was $2.7 billion for the year ended December 31, 2022, compared to $682.1 million in the prior year.

In 2022, we made repurchases of our common stock of $1.7 billion and paid dividends of $235.7 million.

We also made net payments on our long-term debt of $610.3 million, $302.7 million under our inventory financing arrangement and $81.1 million to the bank for amounts collected on their behalf under our Receivable Purchasing Agreement.

Net payments on structured accounts payable were $16.1 million.

In 2022, we also received net proceeds from short-term borrowings of $219.3 million.

Debt Instruments, Guarantees and Related Covenants

See Note 10 of our Notes to Consolidated Financial Statements for additional information relating to our financing arrangements, which is hereby incorporated by reference.

See Note 11 and Note 16 of our Notes to Consolidated Financial Statements for additional information relating to our financing arrangements and fair value measurements, which is hereby incorporated by reference.

Financial Assurance Requirements

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See Other Commercial Commitments under Off-Balance Sheet Arrangements and Obligations and Note 22 of our Notes to Consolidated Financial Statements for additional information about these requirements, which is hereby incorporated by reference.

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Off-Balance Sheet Arrangements and Obligations

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These bonds and letters of credit are outstanding for reclamation obligations, primarily related to mining in Florida.

Also, as of December 31, 2021, we had delivered a $249.7 million surety bond to EPA as a substitute for the financial assurance provided through the Plant City Trust.

We also have a surety bond of $300.8 million with the EPA which was delivered as a substitute for the financial assurance provided through the Plant City Trust.

The surety bonds generally require us to obtain a discharge of the bonds or to post additional collateral (typically in the form of cash or letters of credit) at the request of the issuer of the bonds.

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These requirements include Florida and Louisiana state financial assurance regulations, and financial assurance requirements under the terms of consent decrees that we have entered into with respect to our facilities in Florida and Louisiana.

These include a consent decree (the “ Plant City Consent Decree ”) with EPA and the Florida Department of Environmental Protection (“ FDEP ”) relating to the Plant City, Florida facility we acquired as part of the CF Phosphate Assets Acquisition (the “ Plant City Facility ”) and two separate consent decrees (collectively, the “ 2015 Consent Decrees ”) with federal and state regulators that include financial assurance requirements for the closure and post-closure care of substantially all of our Gypstacks in Florida and Louisiana, other than those acquired as part of the CF Phosphate Assets Acquisition, which are discussed separately below.

These include a consent decree (the “ Plant City Consent Decree ”) with EPA and the Florida Department of Environmental Protection (“ FDEP ”) relating to the Plant City, Florida Phosphate Concentrates facility (the “ Plant City Facility ”) we acquired as part of (the “ CF Phosphate Assets Acquisition ”) and two separate consent decrees (collectively, the “ 2015 Consent Decrees ”) with federal and state regulators that include financial assurance requirements for the closure and post-closure care of substantially all of our Gypstacks in Florida and Louisiana, other than those acquired as part of the CF Phosphate Assets Acquisition, which are discussed separately below.

See Note 14 of our Notes to Consolidated Financial Statements for additional information relating to our financial assurance obligations, including the Plant City Consent Decree and the 2015 Consent Decrees, which information is incorporated by reference.

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Currently, state financial assurance requirements in Florida and Louisiana for the closure and post-closure care of Gypstacks are, in general terms, based upon the same assumptions and associated estimated values as the AROs recognized for financial reporting purposes.

For financial reporting purposes, we recognize the AROs based on the estimated future closure and post-closure costs of Gypstacks, the undiscounted value of which is approximately $2.7 billion.

The value of the AROs for closure and post-closure care of Mosaic’s Gypstacks, discounted to the present value, based on a credit-adjusted, risk-free rate, is reflected on our Consolidated Balance Sheets in the amount of approximately $883.2 million as of December 31, 2021.

Compliance with the financial assurance requirements in Florida and Louisiana is generally based on the undiscounted Gypstack closure estimates.

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We comply with our remaining state financial assurance requirements because our financial strength permits us to meet applicable financial strength tests.

However, at various times we have not met the applicable financial strength tests and there can be no assurance that we will be able to meet the applicable financial strength tests in the future.

There have been times in the past that we have not met the applicable financial strength tests and there can be no assurance that we will be able to meet the applicable financial strength tests in the future.

In the event we do not meet either financial strength test, we could be required to seek an alternate financial strength test acceptable to state regulatory authorities or provide credit support, which may include surety bonds, letters of credit and cash escrows or trust funds.

Cash escrows or trust funds would be classified as restricted cash on our Consolidated Balance Sheets.

Cash escrows or trust funds would be classified as restricted cash on our

Consolidated Balance Sheets.

Assuming we maintain our current levels of liquidity and capital resources, we do not expect that these Florida and Louisiana requirements will have a material effect on our results of operations, liquidity or capital resources.

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(a) Represents the undiscounted estimated cash outflows required to settle the AROs.

The corresponding present value of these future expenditures is $1.7 billion as of December 31, 2021 and is reflected in our accrued liabilities and other noncurrent liabilities in our Consolidated Balance Sheets.

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For the Potash segment, this excludes the subsequent years of tailings area management for activities such as dissolution and reclamation of land, which are estimated to require an additional 158 to 367 years until completion.

The corresponding present value of all future expenditures is $1.9 billion as of December 31, 2022 and is reflected in our accrued liabilities and other noncurrent liabilities in our Consolidated Balance Sheets.

Most of our export sales of potash crop nutrients are marketed through a North American export association, Canpotex, which funds its operations in part through third-party financing facilities.

As a member, Mosaic or our subsidiaries are, subject to certain conditions and exceptions, contractually obligated to reimburse Canpotex for their pro rata share of any operating expenses or other liabilities incurred.

As a member, Mosaic or our subsidiaries are subject to certain conditions and exceptions and contractually obligated to reimburse Canpotex for their pro rata share of any operating expenses or other liabilities incurred.

The reimbursements are made through reductions to members’ cash receipts from Canpotex.

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We are exposed to the impact of fluctuations in the relative value of currencies, fluctuations in interest rates, fluctuations in the purchase prices of natural gas, nitrogen, ammonia and sulfur consumed in operations, and changes in freight costs, as well as changes in the market value of our financial instruments.

We periodically enter into derivatives in order to mitigate our interest rate risks, foreign currency risks and the effects of changing commodity prices and freight prices, but not for speculative purposes.

We periodically enter into derivatives in order to mitigate our

interest rate risks, foreign currency risks and the effects of changing commodity prices and freight prices, but not for speculative purposes.

Unrealized mark-to-market gains and losses on derivatives are recorded in Corporate, Eliminations and Other.

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dollars, but the costs are paid principally in Canadian dollars.

We generally enter into derivative instruments for a portion of the currency risk exposure on anticipated cash inflows and outflows, including contractual outflows for our Potash segment expansion and other capital expenditures denominated in Canadian dollars.

We generally enter into derivative instruments for a portion of the currency risk exposure on anticipated cash inflows and outflows, including outflows for capital expenditures denominated in Canadian dollars.

Mosaic hedges cash flows on a declining basis, up to 18 months for the Canadian dollar.

We may also enter into hedges up to 36 months for expected Canadian dollar capital expenditures related to our Esterhazy K3 expansion program.

A stronger Canadian dollar generally reduces these entities’ operating earnings.

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dollar-denominated liabilities.

We hedge cash flows on a declining basis, up to 12 months for the Brazilian real.

We hedge a portion of cash flows on a declining basis, up to 12 months for the Brazilian real.

A stronger Brazilian real relative to the U.S.

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As discussed above, we have Canadian dollar, Brazilian real, and other foreign currency exchange contracts.

As of December 31, 2021, and 2020, the fair value of our major foreign currency exchange contracts was ($18.6) million and $10.0 million, respectively.

We recorded an unrealized loss of $26.7 million in cost of goods sold and recorded an unrealized loss of $1.4 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2021.

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As of December 31, 2022, and 2021, the fair value of our major foreign currency exchange contracts was a liability of $27.3 million and $18.6 million, respectively.

We recorded an unrealized loss of $20.1 million in cost of goods sold and recorded an unrealized gain of $10.4 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2022.

The table below provides information about Mosaic’s significant foreign exchange derivatives.

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dollar 82.3814 — — 75.7627 — —

Notional (million US$) - short Indian rupee $ 40.2

Weighted Average Rate - Indian rupee to U.S.

dollar 81.9971

China Renminbi $ 2.3 $ (0.5)

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Total Fair Value $ (27.3) $ (18.6)

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We use forward purchase contracts, swaps and occasionally three-way collars to reduce the risk related to significant price changes in our inputs and product prices.

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As of December 31, 2022, and 2021, the fair value of our major commodities contracts was $18.7 million and $18.8 million, respectively.

We recorded an unrealized gain of $13.1 million in cost of goods sold on the Consolidated Statements of Earnings for 2021.

We recorded an unrealized loss of $1.2 million in cost of goods sold on the Consolidated Statements of Earnings for 2022.

Our primary commodities exposure relates to price changes in natural gas.

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From time to time, we enter into interest rate swap agreements to hedge our exposure to changes in future interest rates related to anticipated debt issuances.

At December 31, 2021, we had no interest rate swap agreements in effect.

At December 31, 2022 and 2021, we had no interest rate swap agreements in effect.

Overall, there have been no material changes in our primary market risk exposures since the prior year.

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Environmental, Health, Safety and Security Matters

We are subject to complex and evolving international, federal, state, provincial and local environmental, health, safety and security (“ EHS ”) laws that govern the production, distribution and use of crop nutrients and animal feed ingredients.

These EHS laws regulate or propose to regulate:

We are subject to complex and evolving international, federal, state, provincial and local environmental, health, safety and security (“ EHS ”) policies that govern the production, distribution and use of crop nutrients and animal feed ingredients.

These EHS standards regulate or propose to regulate:

(i) conduct of mining, production and supply chain operations, including employee safety and facility security procedures;

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Our business units are responsible for implementing day-to-day elements of our EHS program, assisted by an integrated staff of EHS professionals.

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audits to verify that each facility has identified risks, achieved regulatory compliance, improved EHS performance, and incorporated EHS management systems into day-to-day business functions.

New or proposed regulatory programs can present significant challenges in ascertaining future compliance obligations, implementing compliance plans, and estimating future costs until implementing regulations have been finalized and definitive regulatory interpretations have been adopted.

New or proposed regulatory requirements may require modifications to our facilities or to operating procedures and these modifications may involve significant capital costs or increases in operating costs.

New or proposed regulatory programs or policies can present significant challenges in ascertaining future compliance obligations, implementing compliance plans, and estimating future costs until implementing regulations have been finalized and definitive regulatory interpretations have been adopted.

New or proposed regulatory standards may require modifications to our facilities or to operating procedures and these modifications may involve significant capital costs or increases in operating costs.

In March, 2022, the SEC issued proposed rules on climate change disclosure requirements that, if adopted as proposed will require disclosure of extensive detailed climate-related information.

The Company is monitoring the SEC’s proposed rules on climate change and is taking necessary steps to plan for the anticipated disclosure requirements.

We have expended, and anticipate that we will continue to expend, substantial financial and managerial resources to comply with EHS standards and to continue to improve our environmental stewardship.

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Additional information regarding certain potential or pending permit challenges is provided in Note 23 to our Consolidated Financial Statements and is incorporated herein by reference.

Federal Initiatives to Define “Waters of the United States” (“ WOTUS ”).

The 1972 amendments to the Clean Water Act (“ CWA ”) established federal jurisdiction over “navigable waters,” defined in the Act as the “waters of the United States” (CWA Section 502(7)).

WOTUS is a threshold term in the CWA and establishes the scope of federal jurisdiction under the CWA Act.

As it relates to Mosaic’s operations and facilities, the scope of WOTUS dictates legal requirements for our National Pollutant Discharge Elimination System wastewater discharge permits and impacts to surface waters and wetlands associated with our phosphate mining operations.

A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify and delineate the boundaries of which wetlands and waterways are subject to federal requirements, and the mitigation required to compensate for any losses or impacts to jurisdictional WOTUS.

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The current regulatory definition of WOTUS was promulgated jointly on April 21, 2020 (85 Fed.Reg.

22250), by the U.S.

EPA and the U.S.

Army Corps of Engineers (“ Corps ”) as a regulation referred to as the “Navigable Waters Protection Rule” (the “ NWPR ”).

The NWPR was intended to provide clarity, predictability and consistency so that the regulated community can better understand where the CWA applies and where it does not.

The new NWPR revised the definition of WOTUS under the CWA to include:

(i) territorial seas and traditional navigable waters;

(ii) perennial and intermittent tributaries to those waters;

(iii) certain lakes, ponds, and impoundments;

and (iv) wetlands adjacent to jurisdictional waters.

The final NWPR was challenged in a number of U.S.

district courts.

On June 9, 2021, the EPA announced its plans to repeal and replace the NWPR based on its determination that the rule “… is leading to significant environmental degradation”.

On August 30, 2021, the U.S.

District Court for Arizona vacated the NWPR and remanded the rule back to EPA and the Corps.

On that same date, EPA announced that due to court's vacating of the NWPR, EPA and the Corps will halt implementation of the NWPR and are interpreting WOTUS consistent with U.S.

Supreme Court precedent.

EPA and the Corps are moving forward with formal rulemaking to implement a new definition of WOTUS.

On December 7, 2021, EPA and the Corps announced a proposed rule to re-establish the pre-2015 definition of WOTUS which had been in place for decades, updated to reflect consideration of U.S.

Supreme Court decisions.

Federal Initiatives to Define “ Waters of the United States.

” The 1972 amendments to the Clean Water Act (“ CWA ”) established federal jurisdiction over “navigable waters,” defined in the Act as “waters of the United States” and often abbreviated as “WOTUS.” As it relates to Mosaic’s operations and facilities, the scope of the term WOTUS dictates legal requirements for our National Pollutant Discharge Elimination System wastewater discharge permits and for impacts to surface waters and wetlands associated with our phosphate mining operations.

A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify wetlands and waterways subject to federal regulatory and

permitting requirements, and the amount and type of mitigation required to compensate for impacts to jurisdictional WOTUS caused by our mining operations.

The current regulatory definition of WOTUS was promulgated on April 21, 2020, by the U.S.

Environmental Protection Agency (“EPA”) and the U.S.

Army Corps of Engineers and was designated the “Navigable Waters Protection Rule” (“NWPR”).

The NWPR was intended to provide clarity, predictability and consistency so that the regulated community could better understand where the CWA applies and where it does not.

On June 9, 2021, EPA announced its plans to repeal and replace the NWPR, and in December 2021 issued a proposed regulation to revise the WOTUS definition and replace the NWPR.

On December 30, 2022, EPA and the Corps promulgated a revised, expanded definition of the term WOTUS which will become effective on March 20, 2023.

The 2022 WOTUS rule asserts a broader geographic scope of federal jurisdiction than either the 2020 NWPR or any previous WOTUS regulatory definition.

Two separate legal challenges to the 2022 WOTUS rule have been filed in the U.S.

District Court for the Southern District of Texas;

one lawsuit brought by the State of Texas and the second by agricultural interests.

The plaintiffs in both cases recently filed motions requesting the Court enjoin implementation of the 2022 WOTUS rule.

Numerous stakeholders urged EPA and the Corps to postpone issuing the final 2022 WOTUS rule until after the U.S.

Supreme Court decided Sackett v.

EPA , which is expected to clarify Clean Water Act jurisdiction.

The Court held oral argument in the Sackett case on October 3, 2022.

A final decision that interprets the constitutional scope of the term WOTUS is anticipated to be issued by the Court during the first quarter of 2023.

Water Quality Regulations for Nutrient Discharges.

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Additional legal and permit requirements will take effect when these facilities are closed.

Our asset retirement obligations are further discussed in Note 13 of our Notes to Consolidated Financial Statements.

Our AROs are further discussed in Note 14 of our Notes to Consolidated Financial Statements.

New Wales Water Loss Incident.

In August 2016, a sinkhole developed under one of the two cells of the Phase II Gypstack at our New Wales facility in Polk County, Florida, resulting in process water from the stack draining into the sinkhole.

The incident was reported to the FDEP and EPA and in connection with the incident, our subsidiary, Mosaic Fertilizer, LLC (“ Mosaic Fertilizer ”), entered into a consent order (the “ Order ”) with the FDEP in October 2016 under which Mosaic Fertilizer agreed to, among other things, implement an approved remediation plan to close the sinkhole;

perform additional water monitoring and if necessary, assessment and rehabilitation activities in the event of identified off-site impacts;

The incident was reported to the FDEP and the EPA and in connection with the incident, our subsidiary, Mosaic Fertilizer, LLC (“ Mosaic Fertilizer ”), entered into a consent order (the “ Order ”) with the FDEP in October 2016 under which Mosaic Fertilizer agreed to, among other things, implement an approved remediation plan to close the sinkhole;

perform additional water monitoring and if necessary, assessment and rehabilitation activities in the event of identified offsite impacts;

provide financial assurance;

and evaluate the risk of potential future sinkhole formation at our active Florida Gypstack operations.

The incident and the Order are further discussed in Note 22 of our Notes to Consolidated Financial Statements.

Financial Assurance.

Separate from our accounting treatment for reclamation and closure liabilities, some jurisdictions in which we operate have required us either to pass a test of financial strength or provide credit support, typically cash deposits, surety bonds, financial guarantees or letters of credit, to address phosphate mining reclamation liabilities and closure liabilities for clay settling areas and Gypstacks.

Separate from our accounting treatment for reclamation and closure liabilities, some jurisdictions in which we operate require us either to pass a test of financial strength or provide credit support, typically cash deposits, surety

bonds, financial guarantees or letters of credit, to address phosphate mining reclamation liabilities and closure liabilities for clay settling areas and Gypstacks.

See “Other Commercial Commitments” under “Off-Balance Sheet Arrangements and Obligations” above for additional information about these requirements.

We also have obligations under

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certain consent decrees and a separate financial assurance arrangement relating to our facilities in Florida and Louisiana.

We also have obligations under certain consent decrees and a separate financial assurance arrangement relating to our facilities in Florida and Louisiana.

Two consent decrees that became effective in 2016 resolved claims under RCRA and state hazardous waste laws relating to our management of certain waste materials onsite at certain fertilizer manufacturing facilities in Florida and Louisiana.

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See the discussion under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements for additional information about these matters.

We have established a trust fund valued at $25 million (Canadian dollars) in satisfaction of financial assurance requirements for closure of our Saskatchewan Potash facilities.

As of the end of 2021, Mosaic has completed all required cash contributions to the trust fund.

Trust fund performance is subject to review by the Province of Saskatchewan every five years during its existence.

We established and in 2021 fully funded a trust valued at $25 million (Canadian dollars) in satisfaction of financial assurance requirements for closure of our Saskatchewan Potash facilities.

Trust performance is subject to review by the Province of Saskatchewan every five years during its existence.

In 2020, we executed and thereafter have maintained surety bonds in the amount of approximately $82 million to establish financial assurance for closure of our Carlsbad, New Mexico potash facility with the U.S.

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Examination of Working Places in Metal and Nonmetal Mines .

Mine Safety and Health Administration has reinstated the regulatory provisions for examinations of working places in metal and nonmetal mines that were originally published on January 23, 2017.

Court of Appeals for the District of Columbia Circuit issued an order on June 11, 2019, and a mandate on August 23, 2019, requiring this action.

The reinstated final rule was effective on September 30, 2019, with implementation and compliance required by January 2020.

In order to comply with these changes, we have adjusted our daily mine workplace examination procedures and added additional requirements for the documentation of adverse conditions when they are identified during the daily examinations.

In order to comply with U.S.

Mine Safety and Health Administration requirements to examine working places in metal and nonmetal mines, we have adjusted our daily mine workplace examination procedures and added additional requirements for the documentation of adverse conditions when they are identified during the daily examinations.

Climate Change

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Phosphates operations, from high efficiency heat recovery systems that result in lower greenhouse gas emissions.

In 2021, we announced our goal to achieve net-zero greenhouse gas emissions in Florida, U.S.

by 2030 and companywide by 2040.

In 2021, we announced our goal to achieve net-zero greenhouse gas emissions in Florida by 2030 and companywide by 2040.

Climate Change Regulation.

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• Operation of transport trucks, mining and construction equipment, and other machinery powered by internal combustion engines utilizing fossil fuels.

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In addition, the production of energy and raw materials that we purchase from unrelated parties for use in our business and energy used in the transportation of our products and raw materials are sources of greenhouse gas emissions.

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Each signatory is expected to develop its own plan (referred to as a Nationally Determined Contribution, or “ NDC ”) for reaching that goal.

On January 20, 2021 the U.S.rejoined the Paris Agreement, which was effective February 19, 2021.

On January 20, 2021 the U.S.

rejoined the Paris Agreement, which became effective February 19, 2021.

In 2015, prior to this announcement, the U.S.

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While the future of the U.S.’s involvement in the Paris Agreement and the status of this NDC are unclear, various legislative or regulatory initiatives relating to greenhouse gases have been adopted or considered by the U.S.

Congress, EPA or various states and those initiatives already adopted may be used to implement a U.S.

Congress, the EPA or various states and those initiatives already adopted may be used to implement a U.S.

Additionally, more stringent laws and regulations may be enacted to accomplish the goals set out in the NDC.

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RenovaBio aims to increase biofuels rate in the country’s energy matrix and reached 97% of its target on the first year.

Under RenovaBio, fossil fuel distributor are required to compensate for the carbon emissions through the acquisition of CBIOS (decarbonization certificates), issued by biofuel producers (e.g., ethanol plants).

Under RenovaBio, fossil fuel distributors are required to compensate for the carbon emissions through the acquisition of CBIOS (decarbonization certificates), issued by biofuel producers (e.g., ethanol plants).

Since 2020, the Brazilian Congress became active in proposing other climate-related legislation and could approve new instruments to combat climate change in this current legislature.

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As of January 1, 2023, a carbon tax of $65 per tonne now applies in Canada for any emitter not covered under the federal backstop program or approved provincial program.

In December 2017, Saskatchewan announced a comprehensive plan to address climate change that does not include an economy-wide price on carbon but does include a system of tariffs and credits for large emitters.

The plan was reviewed and approved, in part, by the federal government in October 2018.

A revised plan was submitted by Saskatchewan to the federal government in 2022, which was subsequently approved in its entirety in November 2022.

Our Saskatchewan Potash facilities are subject to the Saskatchewan climate change plan regarding emissions at our facilities;

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In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as China, India, former Soviet Union countries or Morocco, are less stringent than in the U.S., Brazil or Canada, our competitors could gain cost or other competitive advantages over us.

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Operating Impacts Due to Climate Change.

The prospective impact of climate change on our operations and those of our customers and farmers remains uncertain.

Scientists have hypothesized that the impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe.

Scientists have hypothesized that the impacts of climate change could include

changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe.

These impacts could vary by geographic location.

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Remediation at Third-Party Facilities.

Various third parties have alleged that our historical operations have impacted neighboring off-site areas or nearby third-party facilities.

In some instances, we have agreed, pursuant to orders from or agreements with appropriate governmental agencies or agreements with private parties, to undertake or fund investigations, some of which currently are in progress, to determine whether remedial action, under Superfund or otherwise, may be required to address off-site impacts.

Various third parties have alleged that our historical operations have impacted neighboring offsite areas or nearby third-party facilities.

Our remedial liability at these sites, either alone or in the aggregate, taking into account established accruals, currently is not expected to have a material adverse effect on our business or financial condition.

As more information is obtained regarding these sites, this expectation could change.

Liability for Off-Site Disposal Locations.

Currently, we are involved or concluding involvement for off-site disposal at several Superfund or equivalent state sites.

Liability for OffSite Disposal Locations.

Currently, we are involved or concluding involvement for offsite disposal at several Superfund or equivalent state sites.

Moreover, we previously have entered into settlements to resolve liability with regard to Superfund or equivalent state sites.

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International, federal, state and provincial standards require us to register many of our products before these products can be sold.

The standards also impose labeling requirements on these products and require us to manufacture the products to

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formulations set forth on the labels.

We believe that, when handled and used as intended, based on the available data, crop nutrient materials do not pose harm to human health or the environment and that any additional standards or regulatory requirements relating to product requirements and impacts will not have a material adverse effect on our business or financial condition.

The standards also impose labeling requirements on these products and require us to manufacture the products to formulations set forth on the labels.

requirements relating to product requirements and impacts will not have a material adverse effect on our business or financial condition.

Environmental Justice

federal and some state governments increasingly are adopting standards or policies requiring environmental justice reviews in some permitting actions.

In general, they require governmental agencies to evaluate projects for disproportionate impacts to disadvantaged or already burdened communities.

If such conditions are found, they might result in a permit denial, or restrictive or cost prohibitive conditions imposed on our operations and may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations.

Additional Information

For additional information about phosphate mine permitting in Florida, our environmental liabilities, the environmental proceedings in which we are involved, our asset retirement obligations related to environmental matters, and our related accounting policies, see Environmental Liabilities and AROs under Critical Accounting Estimates above and Notes 2, 13, and 22 of our Notes to Consolidated Financial Statements.

For additional information about phosphate mine permitting in Florida, our environmental liabilities, the environmental proceedings in which we are involved, our AROs related to environmental matters, and our related accounting policies, see Environmental Liabilities and AROs under Critical Accounting Estimates above and Notes 2, 14, and 23 of our Notes to Consolidated Financial Statements.

Sustainability

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Through these efforts, we intend to sustain our business and experience lasting success.

We have included, or incorporate by reference, throughout this annual report on Form 10-K discussions of various matters relating to our sustainability, in its broadest sense, that we believe may be material to our investors.

We have included, or incorporate by reference, throughout this Form 10-K discussions of various matters relating to our sustainability, in its broadest sense, that we believe may be material to our investors.

These matters include, but are not limited to, discussions about:

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employee and contractor safety;

human capital matters and other EHS matters, including climate change, water management, energy and other operational efficiency initiatives, reclamation and asset retirement obligations.

human capital matters and other EHS matters, including climate change, water management, energy and other operational efficiency initiatives, reclamation and AROs.

Other matters relating to sustainability are included in our sustainability reports that are available on our website at www.mosaicco.com/ourresponsibility.

Our sustainability reports are not incorporated by reference in this annual report on Form 10-K.

Our sustainability reports are not incorporated by reference in this Form 10-K.

Contingencies

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Recently Issued Accounting Guidance

Recently issued accounting guidance is set forth in Note 3 of our Notes to Consolidated Financial Statements and is incorporated herein by reference.

Cautionary Statement Regarding Forward Looking Information

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These forward looking statements include, among other things, statements about our expectations, beliefs, intentions or strategies for the future, including statements about proposed or pending future transactions or strategic plans, statements concerning our future operations, financial condition and prospects, statements regarding our expectations for capital expenditures, statements concerning our level of indebtedness and other information, and any statements of assumptions regarding any of the foregoing.

In particular, forward-looking statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “potential,” “predict,” “project” or “should”.

In particular, forward-

looking statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “potential,” “predict,” “project” or “should”.

These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

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Factors that could cause reported results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

• the impact of the novel coronavirus Covid-19 pandemic on the global economy and our business, suppliers, customers, employees and the communities in which we operate, as further described in Part I, Item 1A of this 10-K Report;

• business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;

• the potential drop in oil demand, which could lead to a significant decline in production, and its impact on the availability and price of sulfur, a key raw material input for our Phosphates, segment operations;

• because of political and economic instability, civil unrest or changes in government policies in Brazil, Saudi Arabia, Peru or other countries in which we do business, our operations could be disrupted as higher costs of doing business could result, including those associated with implementation of new freight tables and new mining legislation;

• the continued impact of the novel coronavirus Covid-19 pandemic on the global economy and our business, suppliers, customers, employees and the communities in which we operate, as further described in Part I, Item 1A of this Form 10-K;

• a potential drop in oil demand, which could lead to a significant decline in production, and its impact on the availability and price of sulfur, a key raw material input for our Phosphates and Mosaic Fertilizantes segment operations;

• changes in farmers’ application rates for crop nutrients;

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• changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;

• economic and market conditions including supply chain challenges and increased costs and delays caused by transportation and labor shortages;

• declines in our selling prices or significant increases in costs that can require us to write down our inventories to the lower of cost or market, or require us to impair goodwill or other long-lived assets, or establish a valuation allowance against deferred tax assets;

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• disruptions of our operations at any of our key production, distribution, transportation or terminaling facilities, including those of Canpotex or any joint venture in which we participate;

• shortages or other unavailability of railcars, tugs, barges and ships for carrying our products and raw materials;

• shortages or other unavailability of trucks, railcars, tugs, barges and ships for carrying our products and raw materials;

• the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;

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• risks associated with our international operations, including any potential and actual adverse effects related to the Miski Mayo Mine;

• adverse weather conditions affecting our operations, including the impact of potential hurricanes, excessive heat, cold, snow, rainfall or drought;

• adverse weather and climate conditions affecting our operations, including the impact of potential hurricanes, excessive heat, cold, snow, rainfall or drought;

• difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals, including permitting activities;

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which we operate, or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;

• changes in the environmental and other governmental regulation that applies to our operations, including federal legislation or regulatory action expanding the types and extent of water resources regulated under federal law and the possibility of further federal or state legislation or regulatory action affecting or related to greenhouse gas emissions, including carbon taxes or other measures that may be implemented in Canada or other jurisdictions in which we operate, or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;

• the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;

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• any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;

• the effectiveness of the processes we put in place to manage our significant strategic priorities, including the expansion of our Potash business and our investment in MWSPC, and to successfully integrate and grow acquired businesses;

• the effectiveness of the processes we put in place to manage our significant strategic priorities, including our investment in MWSPC, and to successfully integrate and grow acquired businesses;

• actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations and Canadian resource taxes and royalties, or the costs of MWSPC or its existing or future funding;

• the costs and effects of legal and administrative proceedings and regulatory matters affecting us, including environmental, tax or administrative proceedings, complaints that our operations are adversely impacting nearby farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect to approvals of settlements, costs related to defending and resolving global audit, appeal or court activity, and other, and other further developments in legal proceedings and regulatory matters;

• the costs and effects of legal and administrative proceedings and regulatory matters affecting us, including environmental, tax or administrative proceedings, complaints that our operations are adversely impacting nearby farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect to approvals of settlements, costs related to defending and resolving global audit, appeal or court activity and other further developments in legal proceedings and regulatory matters;

• the success of our efforts to attract and retain highly qualified and motivated employees;

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• changes in our relationships with other members of Canpotex or any joint venture in which we participate or their or our exit from participation in Canpotex or any such export association or joint venture, and other changes in our commercial arrangements with unrelated third parties;

• difficulties in realizing benefits under our long-term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risks that the cost savings initially anticipated from the agreement may not be fully realized over the term of the agreement or that the price of natural gas or the market price for ammonia during the agreement’s term are at levels at which the agreement’s natural gas based pricing is disadvantageous to us, compared with purchases in the spot market;

• difficulties in realizing benefits under our long-term natural gas based pricing ammonia supply agreement with CF, including the risks that the cost savings initially anticipated from the agreement may not be fully realized over the term of the agreement or that the price of natural gas or the market price for ammonia during the agreement’s term

are at levels at which the agreement’s natural gas based pricing is disadvantageous to us, compared with purchases in the spot market;

• other risk factors reported from time to time in our SEC reports.

Material uncertainties and other factors known to us are discussed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2021 and incorporated by reference herein as if fully stated herein.

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Material uncertainties and other factors known to us are discussed in Item 1A, “Risk Factors,” of our Form 10-K for the year ended December 31, 2022 and incorporated by reference herein as if fully stated herein.

We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise any of these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

To the Stockholders and Board of Directors

The Mosaic Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of The Mosaic Company and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of earnings (loss), comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of The Mosaic Company and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.

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In addition, there was a high degree of subjective auditor judgment due to the sensitivity of the AROs to minor changes to significant assumptions, such as the volume of contaminated water and the forecasted level of contamination used to estimate the water treatment costs per thousand gallons (“unit costs”).

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The following are the primary procedures performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s ARO process.

This included controls related to the knowledge, skill, and ability of third-party specialists and their relationship to the Company, determination of necessary activities required to treat contaminated water, and the development of the significant assumptions utilized in the process.

This included controls related

to the knowledge, skill, and ability of third-party specialists and their relationship to the Company, determination of necessary activities required to treat contaminated water, and the development of the significant assumptions utilized in the process.

We compared water treatment unit cost estimates to actual spending and water quality measurements.

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February 23, 2023

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

To the Stockholders and Board of Directors

The Mosaic Company:

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of earnings (loss), comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2022 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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February 23, 2023

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Consolidated Statements of Earnings (Loss)

Consolidated Statements of Earnings

In millions, except per share amounts

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Other operating expenses 472.5 143.2 280.5

Operating earnings (loss) 2,468.5 412.9 ( 1,094.9 )

Operating earnings 4,785.3 2,468.5 412.9

Interest expense, net ( 137.8 ) ( 169.1 ) ( 180.6 )

Foreign currency transaction (loss) gain ( 78.5 ) ( 64.3 ) 20.2

Other income 3.9 12.9 1.5

Earnings (loss) from consolidated companies before income taxes 2,224.8 180.9 ( 1,256.1 )

Foreign currency transaction gain (loss) 97.5 ( 78.5 ) ( 64.3 )

Other (expense) income ( 102.5 ) 3.9 12.9

Earnings from consolidated companies before income taxes 4,642.5 2,224.8 180.9

Provision for (benefit from) income taxes 1,224.3 597.7 ( 578.5 )

Earnings (loss) from consolidated companies 1,627.1 759.4 ( 1,031.4 )

Earnings from consolidated companies 3,418.2 1,627.1 759.4

Equity in net earnings (loss) of nonconsolidated companies 196.0 7.8 ( 93.8 )

Net earnings (loss) including noncontrolling interests 1,634.9 665.6 ( 1,090.8 )

Net earnings including noncontrolling interests 3,614.2 1,634.9 665.6

Net earnings (loss) attributable to noncontrolling interests 31.4 4.3 ( 0.5 )

Net earnings (loss) attributable to Mosaic $ 1,630.6 $ 666.1 $ ( 1,067.4 )

Basic net earnings (loss) per share attributable to Mosaic $ 4.31 $ 1.76 $ ( 2.78 )

Net earnings attributable to Mosaic $ 3,582.8 $ 1,630.6 $ 666.1

Basic net earnings per share attributable to Mosaic $ 10.17 $ 4.31 $ 1.76

Basic weighted average number of shares outstanding 352.4 378.1 379.0

Diluted net earnings (loss) per share attributable to Mosaic $ 4.27 $ 1.75 $ ( 2.78 )

Diluted net earnings per share attributable to Mosaic $ 10.06 $ 4.27 $ 1.75

Diluted weighted average number of shares outstanding 356.0 381.6 381.3

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Years Ended December 31,

2022 2021 2020

Net earnings (loss) including noncontrolling interest $ 1,634.9 $ 665.6 $ ( 1,090.8 )

Net earnings including noncontrolling interest $ 3,614.2 $ 1,634.9 $ 665.6

Other comprehensive income (loss), net of tax

Foreign currency translation (loss) gain ( 108.2 ) ( 249.5 ) 69.4

Net actuarial gain (loss) and prior service cost 36.9 19.9 ( 24.3 )

Foreign currency translation (loss) ( 255.0 ) ( 108.2 ) ( 249.5 )

Net actuarial gain and prior service cost 19.7 36.9 19.9

Realized gain on interest rate swap 1.5 1.5 1.6

Net (loss) gain on marketable securities held in trust fund ( 24.8 ) ( 17.6 ) 12.8

Other comprehensive (loss) income ( 87.4 ) ( 215.2 ) 57.7

Comprehensive income (loss) 1,547.5 450.4 ( 1,033.1 )

Other comprehensive (loss) ( 258.6 ) ( 87.4 ) ( 215.2 )

Comprehensive income 3,355.6 1,547.5 450.4

Comprehensive income (loss) attributable to noncontrolling interest 33.2 2.5 ( 7.7 )

Comprehensive income (loss) attributable to Mosaic $ 1,545.0 $ 458.1 $ ( 1,008.5 )

Comprehensive income attributable to Mosaic $ 3,322.4 $ 1,545.0 $ 458.1

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Balance Sheets

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See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Cash Flows

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Cash Flows from Operating Activities

Net earnings (loss) including noncontrolling interests $ 1,634.9 $ 665.6 $ ( 1,090.8 )

Net earnings including noncontrolling interests $ 3,614.2 $ 1,634.9 $ 665.6

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

Depreciation, depletion and amortization 933.9 812.9 847.6

Amortization of acquired inventory — — ( 5.5 )

Deferred and other income taxes 344.4 98.8 ( 684.0 )

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Share-based compensation expense 27.9 29.5 17.8

Impairment of goodwill — — 588.6

Unrealized (gain) loss on derivatives 4.3 7.2 ( 26.6 )

Foreign currency adjustments ( 67.9 ) ( 2.6 ) 14.1

Net proceeds from settlement of interest rate swaps — 34.7 —

Mine closure costs — 158.1 —

(Gain) loss on disposal of fixed assets ( 5.3 ) 16.3 18.7

Loss on sale of securities 46.6 — —

Write down of inventory to net realizable value 38.0 — —

Pension settlement loss 41.9 — —

Other 39.0 ( 5.3 ) 31.9

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Proceeds from sale of available-for-sale securities - restricted 743.0 410.1 607.2

Proceeds from sale of assets 28.1 — 4.0

Acquisition, net of cash acquired ( 24.1 ) — ( 55.1 )

Purchases of held-to-maturity securities ( 3.2 ) ( 6.1 ) ( 15.4 )

Proceeds from sale of held-to-maturity securities 0.8 1.7 2.3

Other 7.2 ( 10.2 ) ( 7.4 )

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Proceeds from issuance of short-term debt 1,980.5 726.6 1,521.1

Payments from inventory financing arrangement ( 1,651.5 ) — —

Proceeds from inventory financing arrangement 1,348.8 302.7 —

Payments of structured accounts payable arrangements ( 1,476.6 ) ( 1,028.4 ) ( 1,156.2 )

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Payments of long-term debt ( 610.3 ) ( 608.3 ) ( 66.9 )

Proceeds from issuance of long-term debt — 4.7 —

Repurchases of stock ( 1,665.2 ) ( 410.9 ) —

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See Accompanying Notes to Consolidated Financial Statements

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THE MOSAIC COMPANY

Consolidated Statements of Cash Flows (Continued)

(In millions)

In millions, except per share amounts

Years Ended December 31,

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See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Equity

In millions, except per share data

Shares Mosaic Shareholders

Shares Mosaic Stockholders

Stock Capital in

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Balance as of December 31, 2019 378.8 $ 3.8 $ 858.4 $ 9,921.5 $ ( 1,598.2 ) $ 182.1 $ 9,367.6

Adoption of ASC Topic 842 — — — 0.6 — — 0.6

Total comprehensive income (loss) — — — 666.1 ( 208.0 ) ( 7.7 ) 450.4

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Stock based compensation — — 17.1 — — — 17.1

Repurchases of stock ( 7.1 ) — ( 149.8 ) — — — ( 149.8 )

Dividends ($0.20 per share) — — — ( 76.6 ) — — ( 76.6 )

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Stock based compensation — — 26.4 — — — 26.4

Stock option exercises — — 3.2 — — — 3.2

Repurchases of stock ( 11.2 ) ( 0.1 ) ( 410.8 ) — — — ( 410.9 )

Dividends ($0.30 per share) — — — ( 127.4 ) — — ( 127.4 )

Dividends for noncontrolling interests — — — — — ( 31.3 ) ( 31.3 )

Purchase of noncontrolling interests — — ( 2.3 ) — — ( 0.6 ) ( 2.9 )

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

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Dividends for noncontrolling interests — — — — — ( 38.0 ) ( 38.0 )

Purchase of noncontrolling interests — — ( 2.3 ) — — ( 0.6 ) ( 2.9 )

Balance as of December 31, 2022 339.1 $ 3.4 $ — $ 14,203.4 $ ( 2,152.2 ) $ 139.6 $ 12,194.2

See Accompanying Notes to Consolidated Financial Statements

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Notes to Consolidated Financial Statements

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The segment also includes our distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water crop nutrition port and throughput warehouse terminal facility in Brazil.

We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil.

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Preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods.

The most significant estimates made by management relate to the estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities, including asset retirement obligations (“ ARO ”), and income tax-related accounts, including the valuation allowance against deferred income tax assets.

The most significant estimates made by management relate to the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities, including asset retirement obligations (“ ARO ”), and income tax-related accounts, including the valuation allowance against deferred income tax assets.

Actual results could differ from these estimates .

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Revenue Recognition

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These resource taxes and royalties are recorded in our cost of goods sold.

Our Canadian resource tax and royalty expenses were $ 301.5 million, $ 176.1 million and $ 211.9 million during 2021, 2020 and 2019, respectively.

Our Canadian resource tax and royalty expenses were $ 1.0 billion, $ 301.5 million and $ 176.1 million during 2022, 2021 and 2020, respectively.

We have approximately $ 105.0 million of assets recorded as of December 31, 2022 related to PIS and Cofins, which is a Brazilian federal value-added tax, mostly earned in 2008 through 2022 that we believe will be realized through offsetting income tax payments or other federal taxes or receiving cash refunds.

In 2021, we had approximately $ 112.5 million of assets recorded for these matters.

Should the Brazilian government determine that these are not valid credits upon audit, this could impact our results in such period.

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The carrying amount of such cash equivalents approximates their fair value due to the short-term and highly liquid nature of these instruments.

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Concentration of Credit Risk

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As of December 31, 2022, and 2021, there were $ 244.4 million and $ 382.5 million, respectively, of trade accounts receivable due from Canpotex.

During 2021, 2020 and 2019, sales to Canpotex were $ 1.1 billion, $ 795.2 million and $ 952.5 million, respectively.

During 2022, 2021 and 2020, sales to Canpotex were $ 3.0 billion, $ 1.1 billion and $ 795.2 million, respectively.

Inventories of raw materials, work-in-process products, finished goods and operating materials and supplies are stated at the lower of cost or net realizable value.

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Operating lease ROU assets and liabilities are recognized at the

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commencement date of the lease, based on the present value of lease payments over the lease term.

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To facilitate a better understanding of our consolidated financial statements we have disclosed the following significant accounting policies (with the exception of those identified above) throughout the following notes, with the related financial

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disclosures by major caption:

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16 Fair Value Measurements

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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.

Leasing Activity

We have operating and finance leases for heavy mobile equipment, railcars, fleet vehicles, field and plant equipment, river and cross-gulf vessels, corporate offices, land, and computer equipment.

Our leases have remaining lease terms of 1 year to 29 years, some of which include options to extend the lease for up to 10 years and some of which include options to terminate the lease within 1 year.

Our leases have remaining lease terms of one year to 40 years, some of which include options to extend the lease for up to 20 years and some of which include options to terminate the lease within one year.

Supplemental balance sheet information related to leases as of December 31, 2022 and December 31, 2021 is as follows:

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Rental expense for 2022, 2021 and 2020 was $ 237.2 million, $ 211.8 million and $ 226.9 million, respectively.

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Supplemental cash flow information related to leases was as follows:

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2025 29.8 10.8

2026 21.1 9.4

2027 18.0 7.2

Thereafter 62.0 10.3

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Total $ 185.9 $ 194.3

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OTHER FINANCIAL STATEMENT DATA

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Prepaid expenses 237.4 107.3

Assets held for sale 101.9 —

Other 49.5 49.1

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Long-term receivable 26.9 41.5

Cloud computing cost 32.9 —

Other 311.8 307.3

$ 1,396.2 $ 1,374.7

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(in millions) 2022 2021

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Interest expense, net $ ( 137.8 ) $ ( 169.1 ) $ ( 180.6 )

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PROPERTY, PLANT AND EQUIPMENT

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Depreciation and depletion expense was $ 932.1 million, $ 811.8 million and $ 846.4 million for 2022, 2021 and 2020, respectively.

Capitalized interest on major construction projects was $ 30.1 million, $ 33.3 million and $ 28.5 million for 2021, 2020 and 2019, respectively.

Interest capitalized on major construction projects was $ 26.8 million, $ 30.1 million and $ 33.3 million for 2022, 2021 and 2020, respectively.

EARNINGS PER SHARE

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(in millions) 2022 2021 2020

Net earnings (loss) attributable to Mosaic $ 1,630.6 $ 666.1 $ ( 1,067.4 )

Net earnings attributable to Mosaic $ 3,582.8 $ 1,630.6 $ 666.1

Basic weighted average number of shares outstanding attributable to common stockholders 352.4 378.1 379.0

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Diluted weighted average number of shares outstanding 356.0 381.6 381.3

Basic net earnings (loss) per share $ 4.31 $ 1.76 $ ( 2.78 )

Diluted net earnings (loss) per share $ 4.27 $ 1.75 $ ( 2.78 )

Basic net earnings per share $ 10.17 $ 4.31 $ 1.76

Diluted net earnings per share $ 10.06 $ 4.27 $ 1.75

A total of 0.1 million shares for 2022, 0.5 million shares for 2021 and 2.3 million shares for 2020 of common stock subject to issuance related to share-based awards have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

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CASH FLOW INFORMATION

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At December 31, 2021 and 2020, we had accrued dividends of $ 43.6 million and $ 20.4 million which were paid in 2022 and 2021, respectively.

Included in proceeds from issuance of short-term debt and payments of short-term debt were $ 1.8 billion and ($ 1.6 ) billion related to our commercial paper arrangement.

We had non-cash investing and financing transactions related to right-of-use assets obtained in exchange for lease obligations assets under finance leases in 2022 of $ 27.2 million.

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Entity Economic Interest

Gulf Sulphur Services LTD., LLLP 50.0 %

Gulf Sulphur Services LTD., LLLP (a)

River Bend Ag, LLC 50.0 %

Canpotex 36.2 %

* In 2021 our realized percentage was 33 % as a result of lower shipments due to the early closure of the K1 and K2 mine shafts at Esterhazy.

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(a) In the first quarter of 2023, Mosaic assumed ownership of Savage ’ s 50 % equity and now wholly-owns Gulf Sulphur Services LTD., LLLP.

The summarized financial information shown below includes all non-consolidated companies carried on the equity method.

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The cost to develop and construct the integrated phosphate production facilities (the “ Project ”) was approximately $ 8.0 billion, which has been funded primarily through investments by us, Ma’aden and SABIC (together, the “ Project Investors ”), and through borrowing arrangements and other external project financing facilities (“ Funding Facilities ”).

The production facilities are expected to have a capacity of approximately 3.0 million tonnes of finished product per year when fully operational.

We market approximately 25 % of the phosphate production of the joint venture.

On June 30, 2014, MWSPC entered into Funding Facilities with a consortium of 20 financial institutions for a total amount of approximately $ 5.0 billion.

Also on June 30, 2014, in support of the Funding Facilities, we, together with Ma’aden and SABIC, agreed to provide our respective proportionate shares of the funding necessary for MWSPC by:

Contributing equity or making shareholder subordinated loans of up to $ 2.4 billion to fund project costs to complete and commission the Project (the “ Equity Commitments ”).

Through the earlier of Project completion or June 30, 2020, contributing equity, making shareholder subordinated loans or providing bank subordinated loans, to fund cost overruns on the Project (the “ Additional Cost Overrun Commitment ”).

Through the earlier of Project completion or June 30, 2020, contributing equity, making shareholder loans or providing bank subordinated loans to fund scheduled debt service (excluding accelerated amounts) payable under the Funding Facilities and certain other amounts (such commitment, the “ DSU Commitment ” and such scheduled debt service and other amounts, “ Scheduled Debt Service ”).

From the earlier of the Project completion date or June 30, 2020, to the extent there is a shortfall in the amounts available to pay Scheduled Debt Service, depositing for the payment of Scheduled Debt Service an amount up to the respective amount of certain shareholder tax amounts, and severance fees under MWSPC’s mining license, paid within the prior 36 months by MWSPC on behalf of the Project Investors, if any.

In January 2016, MWSPC received approval from the Saudi Industrial Development Fund (“ SIDF ”) for loans in the total amount of approximately $ 1.1 billion for the Project, subject to the finalization of definitive agreements.

In 2017, MWSPC entered into definitive agreements with SIDF to draw up to $ 560 million from the total SIDF-approved amount (the “ SIDF Loans ”).

In September of 2018, we received communication that SIDF agreed to waive Mosaic’s parent guarantee.

MWSPC received approval to access the remaining SIDF facility of $ 506 million which was subsequently drawn in December 2018.

On June 20, 2020, MWSPC refinanced its commercial loans while retaining the SIDF loans.

On June 20, 2020, MWSPC refinanced its commercial loans while retaining its loans with the Saudi Industrial Development Fund.

The refinancing extended debt repayment to 2037 and deferred principal payments until June 30, 2022.

The refinancing removes recourse to Mosaic by all lenders to MWSPC (DSU Commitment and Scheduled Debt Service).

The refinancing removes recourse to Mosaic by all lenders to MWSPC.

Mosaic’s contractual commitment to make future cash contributions to MWSPC was also eliminated.

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As of December 31, 2022, our cash investment was $ 770 million.

We did not make any contributions in 2021 and do not expect future contributions will be needed.

We have not made any contributions since 2017 and do not expect future contributions will be needed.

Canpotex is a Saskatchewan export association used by two Canadian potash producers to market, sell and distribute Canadian potash products outside of Canada and the U.S.

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It operates as a break-even entity.

We have concluded that the sales to Canpotex are not at arm’s-length, due to the unique pricing and payment structure and financial obligations of the shareholders.

Therefore, the full profit on sales to Canpotex are eliminated until Canpotex no longer has control of the related inventory and has sold it to an unrelated third party customer.

We have concluded that the sales to Canpotex are not at arms’-length, due to the unique pricing and payment structure and financial obligations of the stockholders.

Therefore, the full profit on sales to Canpotex is eliminated until Canpotex no longer has control of the related inventory and has sold it to an unrelated third party customer.

We eliminate the intra-entity profit with Canpotex at the end of each reporting period and present that profit elimination by reversing revenue and cost of goods sold for the inventory still remaining at Canpotex.

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As of December 31, 2022, $ 9.3 million of goodwill was tax deductible.

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For the year ending December 31, 2019, we recognized a goodwill impairment charge of $ 588.6 million in our Phosphates reporting unit as we concluded that the carrying value of this reporting unit was in excess of its fair value due to a reduction in our long-range forecast, primarily related to changes in projected selling prices and raw material prices.

FINANCING ARRANGEMENTS

Mosaic Credit Facility

On August 19, 2021, we entered into a new committed unsecured five-year credit facility of up to $ 2.5 billion (the “ Mosaic Credit Facility ”), comprised of a $ 2.5 billion revolving facility, with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility.

The Mosaic Credit Facility increased and extended our prior unsecured revolving credit facility of up to $ 2.2 billion (the “ Prior Credit Facility ”), maturing on November 18, 2022.

On August 19, 2021, we entered into a committed unsecured five-year credit facility of up to $ 2.5 billion (the “ Mosaic Credit Facility ”), comprised of a $ 2.5 billion revolving facility, with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility.

The Mosaic Credit Facility increased and extended our prior unsecured revolving credit facility of up to $ 2.2 billion (the “ Prior Credit Facility ”), which matured on November 18, 2022.

The 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.

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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, 2021, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 10.9 million.

At December 31, 2020, we had outstanding letters of credit of $ 12.4 million.

The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $ 2.49 billion as of December 31, 2021.

Unused commitment fees accrued at an average annual rate of 0.15 % under the new Mosaic Credit Facility during 2021, decreasing from the average annual rate of 0.40 % under the Prior Credit Facility.

Unused commitment fees generated expenses of $ 7.0 million during 2021.

As of December 2020 and 2019, unused commitment fees accrued at an average rate of 0.40 % and 0.20 %, generating expenses of $ 6.0 million and $ 4.0 million.

As of December 31, 2022 and December 31, 2021, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 10.9 million.

The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $ 2.49 billion as of December 31, 2022 and December 31, 2021, respectively.

Unused commitment fees accrued at an average annual rate of 0.15 % under the Mosaic Credit Facility during 2022 and 2021, decreasing from the average annual rate of 0.40 % under the Prior Credit Facility.

Unused commitment fees generated expenses of $ 3.8 million and $ 7.0 million during 2022 and 2021, respectively.

As of December 2020, unused commitment fees accrued at an average rate of 0.40 %, generating expenses of $ 6.0 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, 2022, 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 $ 302.8 million and $ 0.1 million as of December 31, 2021 and 2020, respectively.

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.

These other short-term borrowings outstanding were $ 224.9 million and $ 302.8 million as of December 31, 2022 and December 31, 2021, 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, 2021, we had sold $ 302.7 million of inventory under this arrangement.

Subsequent to year-end in February 2022, the borrowing capacity under this agreement was increased to $ 625.0 million.

We have a Receivable Purchasing Agreement (“ RPA ”), with a bank whereby, from time-to-time, we sell certain receivables.

As of December 31, 2022 and 2021, we had financed inventory of $ 0.0 million and $ 302.7 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 $ 600 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.

In January 2021, we entered into a First Amendment to the RPA.

This amendment made certain adjustments so that the receivables sold under the RPA are accounted for as a true sale.

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.

Prior to the amendment, we recorded the purchase price as short-term debt, and recognized interest expense by accreting the liability through the due date of the underlying receivables.

Subsequent to year-end in February 2022, the RPA was amended to increase the borrowing capacity under the agreement from $ 250 million to $ 400 million.

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The Company sold approximately $ 589.7 million and $ 302.0 million as of December 31, 2021 and 2020, respectively, of accounts receivable under this arrangement.

The Company sold approximately $ 2.5 billion and $ 589.7 million as of December 31, 2022 and 2021, respectively, of accounts receivable under these arrangements.

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 December 31, 2022 there was no amount outstanding to be remitted to the bank.

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

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Cash collected and remitted are included in financing activities in the Consolidated Statements of Cash Flows.

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.

We plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program.

As of December 31, 2022, we had $ 224.8 million outstanding under this program with a weighted average interest rate of 4.66 % and a remaining average term of 10 days.

We had additional outstanding bilateral letters of credit of $ 54.4 million as of December 31, 2022, which includes $ 50.0 million as required by the 2015 Consent Decrees as described further in Note 14 of our Consolidated Financial Statements.

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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 ”).

In 2022, we paid the outstanding balance of $ 550 million on our 3.250 % senior notes, due November 15, 2022, without premium or penalty.

We have additional 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 ”);

and $ 300 million aggregate principal amount of 4.875 % senior notes due 2041 (collectively, the “ Senior Notes of 2011 ”).

In 2021, we prepaid the outstanding balance of $ 450 million on our 3.75 % senior notes, due November 15, 2021, without premium or penalty.

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.

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The obligations under the 2028 Debenture 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 primarily consists of unsecured notes, finance leases, unsecured debentures and secured notes.

Long-term debt as of December 31, 2022 and 2021, respectively, consisted of the following:

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(a) Includes deferred financing fees related to our long term debt.

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

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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 a later date, stipulated in accordance with the commercial terms negotiated.

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 130 to 344 days from date of shipment.

At December 31, 2022 and 2021, these structured accounts payable arrangements were $ 751.2 million and $ 743.7 million, respectively.

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Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business;

however, funds held in each of the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

however, funds held in each of the RCRA Trusts can be drawn by the

applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

When our estimated Gypstack Closure Costs with respect to the facilities associated with a RCRA Trust are sufficiently lower than the amount on deposit in that RCRA Trust, we have the right to request that the excess funds be released to us.

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Values generated from model-based techniques that use significant assumptions not observable in the market.

These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing

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the asset or liability.

These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

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

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government bonds 269.6 — ( 3.6 ) 266.0

Other holdings 0.2 — — 0.2

Total $ 678.3 $ 0.5 $ ( 28.7 ) $ 650.1

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Total $ 135.5 $ ( 15.8 ) $ 151.5 $ ( 3.8 )

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The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of December 31, 2022.

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For the year ended December 31, 2022, realized gains and (losses) were $ 0.3 million and $( 46.9 ) million, respectively.

For the year ended December 31, 2020, realized gains and (losses) were $ 17.7 million and $( 1.5 ) million, respectively.

For the year ended December 31, 2021, realized gains and (losses) were $ 5.8 million and $( 3.4 ) million, respectively and for the year ended December 31, 2020, realized gains and (l osses) were $ 17.7 million and $( 1.5 ) million, respectivel y.

In preparing our Consolidated Financial Statements, we utilize the asset and liability approach in accounting for income taxes.

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Federal $ 0.2 $ — $ —

( 0.7 ) 110.0 3.2

Total noncurrent ( 0.5 ) 110.0 3.2

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Provision for (benefit from) income taxes $ 1,224.3 $ 597.7 $ ( 578.5 )

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The components of earnings from consolidated companies before income taxes, and the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

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(in millions) 2022 2021 2020

U.S.earnings (loss) $ 900.1 $ ( 449.0 ) $ ( 1,096.2 )

earnings (loss) $ 1,587.8 $ 900.1 $ ( 449.0 )

earnings 3,054.7 1,324.7 629.9

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Change in valuation allowance — % ( 0.3 ) % ( 330.0 ) %

Phosphates goodwill impairment — % — % ( 5.0 ) %

incentives ( 2.6 ) % ( 5.7 ) % ( 35.6 ) %

Withholding tax 1.6 % 3.3 % 1.9 %

Other items (none in excess of 5% of computed tax) 1.3 % 2.2 % ( 1.9 ) %

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In the year ended December 31, 2022, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period.

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, by a benefit associated with non-U.S.

incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Tax expense specific to the period included a net expense of $ 26.2 million.

The net expense relates to the following:

$ 29.0 million related to true-up of estimates primarily related to our U.S.

tax return, $ 4.8 million related to changes to valuation allowances in Brazil, $ 4.0 million related to interest of effectively settled unrecognized tax benefits and $ 1.2 million of other miscellaneous costs.

The tax expenses are partially offset by a net tax benefit related to $ 12.8 million of RSUs vested in CY22 above grant price.

2021 Effective Tax Rate

In the year ended December 31, 2021, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including the Esterhazy mine closure costs.

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In the year ended December 31, 2020, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including impacts recorded due to the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ” ).

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including impacts recorded due to the

Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”).

The CARES Act provides various tax relief measures to taxpayers impacted by the coronavirus.

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and foreign jurisdictions, $ 23.6 million related to certain provisions of the CARES Act, $ 5.5 million related to release of the sequestration on AMT and miscellaneous tax expense of $ 2.7 million.

The change to the valuation allowance in Brazil related to the Acquired Business.

The change to the valuation allowance in Brazil is related to the Acquired Business.

As of December 31, 2020, the Acquired Business has achieved cumulative income and therefore we were able to rely on future forecasts of taxable income which support realization of its deferred tax assets.

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2019 Effective Tax Rate

In the year ended December 31, 2019, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including impacts recorded due to the U.S.

Tax Cuts and Jobs Act (the “ Act ” ).

The tax impact of our ordinary business operations is impacted by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Tax expense specific to the period included a benefit of $ 355.6 million.

The benefit relates to various notable items, which resulted in the following tax benefits:

$ 263.4 million related to the indefinite idling of the Colonsay mine, $ 81.0 million related to the Plant City closure costs, and $ 79.6 million related to the phosphates goodwill impairment.

These tax benefits are partially offset by tax expense of:

$ 21.2 million for changes in certain provisions of the Act, $ 15.9 million for valuation allowances in the U.S.

and foreign jurisdictions, $ 14.0 million related to state tax rate changes, $ 12.5 million related to changes in estimates related to prior years (including changes in certain provisions of the Act), and miscellaneous tax expense of $ 4.8 million.

The tax expense of $ 21.2 million related to certain provisions of the Act and is the reversal of the benefit recorded in December 31, 2018 that pertained to the one-time “deemed” repatriation.

Deferred Tax Liabilities and Assets

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Partnership tax basis differences 59.3 66.3

Undistributed earnings of non-U.S.

subsidiaries — 3.8

Other liabilities 37.6 39.1

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Deferred tax assets:

Deferred revenue $ — $ 62.4

Capital loss carryforwards 3.6 —

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deferred taxes are offset by approximately $ 202.2 million and $ 185.1 million, respectively, of anticipated foreign tax credits included within our depreciation and depletion components of deferred tax liabilities above.

Due to the Act, we have recorded a valuation allowance against the anticipated foreign tax credits of $ 229.6 million and $ 235.5 million for December 31, 2021 and 2020, respectively.

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We have recorded a valuation allowance against the anticipated foreign tax credits of $ 202.2 million and $ 229.6 million for December 31, 2022 and 2021, respectively.

Tax Carryforwards

As of December 31, 2022, we had estimated carryforwards for tax purposes as follows:

net operating losses of $ 1.5 billion, foreign tax credits of $ 775.1 million and $ 3.9 million of non-U.S.

net operating losses of $ 1.0 billion, capital losses of $ 17.1 million, foreign tax credits of $ 736.7 million and $ 5.3 million of non-U.S.

business credits.

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federal and certain U.S.

states and can be carried forward for 20 years.

Of the $ 775.1 million of foreign tax credits, approximately $ 33.3 million have an expiration date of 2023, approximately $ 332.7 million have an expiration date of 2026, approximately $ 20.2 million have an expiration date of 2029, and approximately $ 14.6 million have an expiration date of 2030.

states and can be carried forward indefinitely.

Of the $ 736.7 million of

foreign tax credits, approximately $ 218.1 million have an expiration date of 2026, approximately $ 19.6 million have an expiration date of 2029, and approximately $ 14.7 million have an expiration date of 2030.

The realization of our foreign tax credit carryforwards is dependent on market conditions, tax law changes, and other business outcomes including our ability to generate certain types of taxable income in the future.

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As a result of changes in U.S.

tax law due to the Act, the Company valuation allowances recorded against its branch basket foreign tax credits of $ 364.7 million as of December 31, 2021.

tax law due to the Tax Cuts and Jobs Act, the Company recorded valuation allowances against its branch basket foreign tax credits of $ 473.2 million as of December 31, 2022.

As of December 31, 2022, we have not recognized a deferred tax liability for un-remitted earnings of approximately $ 4.3 billion from certain foreign operations because we believe our subsidiaries have invested the undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction.

It is not practicable for us to determine the amount of unrecognized deferred tax liability on these reinvested earnings.

As part of the accounting for the Act, we recorded local country withholding taxes related to certain entities from which we began repatriating undistributed earnings and will continue to record local country withholding taxes, including foreign exchange impacts, on all future earnings.

As part of the accounting for the Tax Cuts and Jobs Act, we recorded local country withholding taxes related to certain entities from which we began repatriating undistributed earnings and will continue to record local country withholding taxes, including foreign exchange impacts, on all future earnings.

Valuation Allowance

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For the year ended December 31, 2022, the valuation allowance increased by $ 135.2 million, of which a $ 83.6 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, a $ 13.2 million increase related to changes in valuation allowances and currency translation in Brazil, and $ 46.8 million changes in valuation allowances in other foreign jurisdictions.

These increases to the valuation allowance were partially offset by a decrease of $ 1.5 million to net operating losses for certain U.S.

states, and $ 7.0 million changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2021, the valuation allowance increased by $ 91.7 million, of which a $ 111.2 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits .

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branch foreign tax credits and $ 0.9 million related to net operating losses in Peru.

For the year ended December 31, 2019, the valuation allowance decreased by $ 73.4 million, of which a $ 48.0 million decrease related to changes in valuation allowances and currency translation in Brazil, and a $ 49.8 million decrease related to U.S.

branch foreign tax credits.

These decreases to the valuation allowance were offset by the following increases:

$ 6.8 million related to net operating losses for certain U.S.

states, $ 8.3 million related to net operating losses in Peru, and $ 9.2 million related to our conclusion that we are not more likely than not to use attributes at other foreign jurisdictions.

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Changes to our income tax valuation allowance were as follows:

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If recognized, the benefit to our effective tax rate in future periods would be approximately $ 25.2 million of that amount.

During 2021, we recorded net increases in our uncertain tax positions of $ 87.7 million related to certain U.S.

During 2022, we recorded net decreases in our uncertain tax positions of $ 99.4 million related to certain U.S.

tax matters, of which $ 3.0 million impacted the effective tax rate.

This increase was offset by items not included in gross uncertain tax positions.

Based upon the information available as of December 31, 2021, we expect to reach an agreement on $ 96.5 million of the unrecognized tax benefits in the next twelve months.

Any other possible changes cannot reasonably be estimated as of December 31, 2021.

Based upon the information available as of December 31, 2022, it is reasonably possible that the amount of unrecognized tax benefits will change in the next twelve months;

however, the change cannot reasonably be estimated.

A summary of gross unrecognized tax benefit activity is as follows:

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Open Tax Periods

We operate in multiple tax jurisdictions, both within the U.S.and outside the U.S., and face audits from various tax authorities regarding transfer pricing, deductibility of certain expenses, and intercompany transactions, as well as other matters.

We operate in multiple tax jurisdictions, both within the U.S.

and outside the U.S., and face audits from various tax authorities regarding transfer pricing, deductibility of certain expenses, and intercompany transactions, as well as other matters.

With few exceptions, we are no longer subject to examination for tax years prior to 2013.

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The Company believes that any issues considered are properly accounted for.

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We are currently under audit by the Canada Revenue Agency for the tax years ended May 31, 2012 through December 31, 2017.

We are currently under audit by the Internal Revenue Service for the tax years ended December 31, 2018 and December 31, 2020.

Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above.

We are currently under audit by the Canada Revenue Agency for the tax years ended December 31, 2015 through December 31, 2018.

Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above.

Enacted Legislation

On August 9, 2022, the CHIPS Act of 2022 (the “ CHIPS Ac t ”) was signed into law by President Biden creating a new advanced manufacturing investment credit under new Internal Revenue Code section 48D.

On August 16, 2022, the Inflation Reduction Act (the “ IRA ”) was signed into law by President Biden including the following key provisions:

(i) a 15 percent book minimum tax (corporate AMT) on “adjusted financial statement income” (“ AFS I”) of applicable corporations;

(ii) various clean energy tax incentives in the form of tax credits, some of which include transferability provisions;

and (iii) a one-percent excise tax on certain corporate stock buybacks.

The Company does not deem the CHIPS Act or the IRA to have a material impact on its financial statements for the year ended December 31, 2022.

ASSET RETIREMENT OBLIGATIONS

We recognize our estimated asset retirement obligations (“ AROs ”) in the period in which we have an existing legal obligation associated with the retirement of a tangible long-lived asset and the amount of the liability can be reasonably estimated.

We recognize our estimated ARO's in the period in which we have an existing legal obligation associated with the retirement of a tangible long-lived asset and the amount of the liability can be reasonably estimated.

The ARO is recognized at fair value when the liability is incurred with a corresponding increase in the carrying amount of the related long lived asset.

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This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities.

As of December 31, 2021 and 2020, the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 883.2 million and $ 669.9 million, respectively.

As of December 31, 2022 and 2021, the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 1.0 billion and $ 883.2 million, respectively.

As discussed below, we have arrangements to provide financial assurance for the estimated Gypstack Closure Costs associated with our facilities in Florida and Louisiana.

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Environmental Protection Agency (“ EPA ”), the U.S.

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Mulberry, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

This followed a 2003 announcement by the EPA

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Office of Enforcement and Compliance Assurance that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S.

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

This followed a 2003 announcement by the EPA Office of Enforcement and Compliance Assurance that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S.

Resource Conservation and Recovery Act (“ RCRA ”) and related state laws.

As discussed below, a separate consent decree was previously entered into with EPA and the FDEP with respect to RCRA compliance at the Plant City, Florida phosphate concentrates facility (the “ Plant City Facility ”) that we acquired as part of our acquisition (the “ CF Phosphate Assets Acquisition ”) of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at the Plant City Facility that we acquired as part of our acquisition CF Phosphate Assets Acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

The remaining monetary obligations under the 2015 Consent Decrees include:

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As part of the CF Phosphate Assets Acquisition, we assumed certain AROs related to Gypstack Closure Costs at both the Plant City Facility and a closed Florida phosphate concentrates facility in Bartow, Florida (the “ Bonnie Facility ”) that we acquired.

Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these facilities.

Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these

Pursuant to federal or state laws, the applicable government entities are permitted to draw against such amounts in the event we cannot perform such closure activities.

One of the financial assurance arrangements was initially a trust (the “ Plant City Trust ”) established to meet the requirements under a consent decree with the EPA and the FDEP with respect to RCRA compliance at Plant City.

The Plant City Trust also satisfied Florida financial assurance requirements at that site.

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Changes in the fair value of the foreign currency, commodity and freight derivatives are immediately recognized in earnings .

As of December 31, 2021

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and 2020, the gross asset position of our derivative instruments was $ 45.3 million and $ 65.3 million, respectively, and the gross liability position of our liability instruments was $ 45.5 million and $ 49.9 million, respectively.

As of December 31, 2022 and 2021, the gross asset position of our derivative instruments was $ 38.8 million and $ 45.3 million, respectively, and the gross liability position of our liability instruments was $ 50.1 million and $ 45.5 million, respectively.

We do not apply hedge accounting treatments to our foreign currency exchange contracts, commodities contracts, or freight contracts.

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2022 December 31,

Foreign currency derivatives Foreign Currency US Dollars 3,185.8 2,912.3

Foreign currency derivatives Foreign Currency U.S.

Dollars 2,361.1 3,185.8

Natural gas derivatives Commodity MM BTU 14.2 23.6

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Following is a summary of the valuation techniques for assets and liabilities recorded in our Consolidated Balance Sheets at fair value on a recurring basis:

Foreign Currency Derivatives – The foreign currency derivative instruments that we currently use are forward contracts and zero-cost collars, which typically expire within eighteen months .

Derivative instruments that we used to hedge anticipated cash flows related to our Esterhazy K3 expansion project expire within a period of thirty-six months.

Foreign Currency Derivatives – The foreign currency derivative instruments that we currently use are forward contracts and zero-cost collars, which typically expire within 18 months.

Most of the valuations are adjusted by a forward yield curve or interest rates.

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Changes in the fair market values of these contracts are recognized in the 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 December 31, 2021, and 2020, the gross asset position of our foreign currency derivative instruments was $ 27.0 million and $ 58.6 million,

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respectively, and the gross liability position of our foreign currency derivative instruments was $ 45.4 million and $ 48.7 million, respectively.

As of December 31, 2022, and 2021, the gross asset position of our foreign currency derivative instruments was $ 20.7 million and $ 27.0 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 49.2 million and $ 45.4 million, respectively.

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

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Valuations are based on external pricing sources and are classified as Level 2.

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

In April 2020, we terminated our outstanding interest rate swap contracts which resulted in an immaterial impact to our Condensed Consolidated Statement of Earnings (Loss).

Changes in the fair market values of these contracts are recognized in the Consolidated Financial

Statements as a component of interest expense.

We did not hold any interest rate derivative positions as of December 31, 2022 or 2021.

Financial Instruments

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In many cases, we are essentially guaranteeing our own performance, in which case the guarantees do not fall within the scope of the accounting and disclosures requirements under U.S.

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Our more significant guarantees and indemnities are as follows:

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We monitor the nonperformance risk of the counterparties and have noted no material concerns regarding their ability to perform on their obligations.

The guarantees generally have a one-year term, but may extend up to two years or longer depending on the crop cycle, and we expect to renew many of these guarantees on a rolling twelve-month basis.

The guarantees generally have a one-year term but may extend up to two years or longer depending on the crop cycle, and we expect to renew many of these guarantees on a rolling 12-month basis.

As of December 31, 2022, we have estimated the maximum potential future payment under the guarantees to be $ 77.5 million.

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Defined Benefit

We sponsor various defined benefit pension plans in the U.S.

and in Canada.

During fiscal 2022, we terminated the defined benefit pension plan in the U.S, which was a frozen defined benefit pension plan at the time of termination.

In connection with the plan termination, we settled all future obligations under the terminated plan through a combination of lump-sum payments to eligible participants who elected to receive them through a lump-sum window, and the transfer of any remaining benefit obligations under the terminated plans to a third-party insurance company under a group annuity contract.

As a result of these actions, we recognized a non-cash pre-tax pension settlement charge of $ 41.9 million in our 2022 Consolidated Statements of Earnings (Loss) in Other (expense) income.

The remaining over-funded plan assets of $ 11.4 million have been or will be utilized to fund remaining expenses related to the terminated plans, as well as obligations associated with other qualified retirement plans.

We sponsor various defined benefit pension plans in Canada.

Benefits are based on different combinations of years of service and compensation levels, depending on the plan.

Generally, contributions to the U.S.

plans are made to meet minimum funding requirements of ERISA, while contributions to Canadian plans are made in accordance with Pension Benefits Acts instituted by the provinces of Saskatchewan and Ontario.

Certain employees in the U.S.

and Canada, whose pension benefits exceed Internal Revenue Code and Canada Revenue Agency limitations, respectively, are covered by supplementary non-qualified, unfunded pension plans.

Generally, contributions to Canadian plans are made in accordance with Pension Benefits Acts instituted by the provinces of Saskatchewan and Ontario.

Certain employees in Canada, whose pension benefits exceed Canada Revenue Agency limitations, are covered by supplementary non-qualified, unfunded pension plans.

We sponsor various defined benefit pension plans in Brazil, and we acquired through the Acquisition multi-employer pension plans for certain of our Brazil associates.

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Our Brazil plans are not individually significant to the Company’s consolidated financial statements after factoring in the multi-employer pension plan indemnification that we acquired through the Acquisition.

We made contributions to these plans, net of indemnification, of $ 0.2 million and $ 0.4 million during the years ended December 31, 2021 and 2020, respectively.

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We made contributions to these plans, net of indemnification, of $ 0.2 million for the years ended December 31, 2022 and December 31, 2021, respectively and $ 0.4 million for the year ended December 31, 2020.

Accounting for Pension Plans

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Interest cost 16.8 14.6

Actuarial loss ( 31.1 ) 49.8

Actuarial gain ( 158.8 ) ( 31.1 )

Currency fluctuations ( 19.0 ) 0.3

Benefits paid ( 45.2 ) ( 44.7 )

Benefits paid and transfers ( 322.2 ) ( 45.2 )

Liability loss due to curtailment/settlement 38.9 —

Projected benefit obligation at end of period $ 299.5 $ 739.6

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Company contribution 7.0 5.5

Benefits paid ( 45.2 ) ( 44.7 )

Benefits paid and transfers ( 322.2 ) ( 45.2 )

Fair value at end of period $ 345.6 $ 807.0

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Amounts recognized in accumulated other comprehensive (income) loss

Prior service costs $ 13.7 $ 15.8

Prior service cost $ 10.9 $ 13.7

Actuarial loss 67.2 83.1

The accumulated benefit obligation for the defined benefit pension plans was $ 299.1 million and $ 739.1 million as of December 31, 2022 and 2021, respectively.

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The components of net annual periodic benefit costs and other amounts recognized in other comprehensive income include the following components:

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Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income

Prior service (credit) cost recognized in other comprehensive income $ ( 2.1 ) $ ( 2.3 ) $ 5.5

Net actuarial gain recognized in other comprehensive income ( 5.6 ) ( 8.6 ) ( 13.9 )

Prior service credit $ ( 2.1 ) $ ( 2.1 ) $ ( 2.3 )

Net actuarial gain ( 11.6 ) ( 5.6 ) ( 8.6 )

Total recognized in other comprehensive income (loss) $ ( 13.7 ) $ ( 7.7 ) $ ( 10.9 )

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The Company’s overall investment strategy is to obtain sufficient return and provide adequate liquidity to meet the benefit obligations of our pension plans.

Investments are made in public securities to ensure adequate liquidity to support benefit payments.

The majority of investments are made in public securities to ensure adequate liquidity to support benefit payments.

Domestic and international stocks and bonds provide diversification to the portfolio.

plans, we utilize an asset allocation policy that seeks to reduce funded status volatility over time.

As such, the primary investment objective beyond accumulating sufficient assets to meet future benefit obligations is to monitor and manage the assets of the plan to better insulate the asset portfolio from changes in interest rates that impact the liabilities.

This requires an interest rate management strategy to reduce the sensitivity in the plan’s funded status and having a portion of the plan’s assets invested in return-seeking strategies.

Currently, our policy includes a 100 % allocation to fixed income strategies.

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For the Canadian pension plans the primary investment objective is to secure the promised pension benefits through capital preservation and appreciation to better manage the asset/liability gap and interest rate risk.

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Management of the asset/liability gap of the plans and performance results are reviewed quarterly.

Until September 2018, Mosaic had the four Canadian pension plans, two salaried and two hourly plans, managed in one master trust.

In order to better match the assets with the liabilities of each plan, Mosaic decided to split the master trust into one trust for each plan.

Currently, our policy includes an 80 % allocation to fixed income and 20 % to return-seeking strategies for the salaried and hourly plans.

Actual allocations may experience temporary fluctuations based on market movements and investment strategies.

Currently, our policy

includes an 80 % allocation to fixed income and 20 % to return-seeking strategies for the salaried and hourly plans.

The Canadian Actual allocations may experience temporary fluctuations based on market movements and investment strategies.

A significant amount of the assets are invested in funds that are managed by a group of professional investment managers through Mosaic’s investment advisor.

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Fair Value Measurements of Plan Assets

The following tables provide fair value measurement, by asset class, of the Company’s defined benefit plan assets for both the U.S.

and Canadian plans:

The following tables provide fair value measurement, by asset class, of the Company’s defined benefit plan assets:

(in millions) December 31, 2022

Pension Plan Asset Category Total Level 1 Level 2 Level 3

Pension Plan Asset Category - U.S.

and Canadian Total Level 1 Level 2 Level 3

Cash $ 3.9 $ 3.9 $ — $ —

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Private equity funds 22.3 — — 22.3

Remaining U.S.

plan assets cash 16.6 16.6 — —

Total assets at fair value $ 345.6 $ 20.5 $ 302.8 $ 22.3

(in millions) December 31, 2021

Pension Plan Asset Category Total Level 1 Level 2 Level 3

Pension Plan Asset Category - U.S.

and Canadian Total Level 1 Level 2 Level 3

Cash $ 5.2 $ 5.2 $ — $ —

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(a) This class, which includes several funds, was invested approximately 63 % in U.S.

equity securities, 1 % in Canadian equity securities and 55 % in other international equity securities as of December 31, 2021, and 43 % in U.S.

equity securities, 0 % in Canadian equity securities and 57 % in other international equity securities as of December 31, 2020.

equity securities and 36 % in international equity securities as of December 31, 2022, and 44 % in U.S.

equity securities and 56 % in international equity securities as of December 31, 2021.

(b) This class, which includes several funds, was invested approximately 32 % in corporate debt securities, 66 % in governmental securities in the U.S.

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Using the present value of projected benefit payments, a weighted-average discount rate is derived.

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The approach used to develop the expected long-term rate of return on plan assets combines an analysis of historical performance, the drivers of investment performance by asset class and current economic fundamentals.

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We anticipate contributing cash of at least $ 2.6 million in 2023 to the postretirement medical benefit plans to fund anticipated benefit payments.

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The year-end status of the Brazil postretirement medical benefit plans with a discount rate of 10.30 % and 7.69 % on each of December 31, 2022 and December 31, 2021, respectively was as follows:

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Interest cost 5.8 6.6

Actuarial loss ( 22.8 ) 7.9

Actuarial gain ( 7.6 ) ( 22.8 )

Currency fluctuations 3.8 ( 3.9 )

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Noncurrent liabilities ( 57.9 ) ( 58.0 )

Amounts recognized in accumulated other comprehensive (income) loss

Prior service costs (credits) $ ( 14.8 ) $ —

Amounts recognized in accumulated other comprehensive income

Prior service credit $ ( 14.1 ) $ ( 14.8 )

Actuarial loss $ 6.6 $ 16.1

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ( “ AOCI ” )

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Other comprehensive income (loss), net of tax ( 255.0 ) 19.7 1.5 ( 24.8 ) ( 258.6 )

loss attributable to noncontrolling interest 1.8 — — — 1.8

gain attributable to noncontrolling interest ( 1.8 ) — — — ( 1.8 )

Balance at December 31, 2022 $ ( 2,082.3 ) $ ( 53.1 ) $ 6.7 $ ( 23.5 ) $ ( 2,152.2 )

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SHARE REPURCHASES

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

The 2021 Repurchase Program allows 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 2015 Repurchase Program was terminated.

In August 2021, our Board of Directors authorized a $ 1.0 billion share repurchase program.

Following the completion of this program in 2022, our Board of Directors approved two additional share repurchase programs for a total of $ 3.0 billion.

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.

These programs have no set expiration dates.

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.

At inception, we paid the financial institution $ 400 million and took initial delivery of 7,056,229 shares of our Common Stock.

Under the terms of the ASR agreement, upon settlement, we would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution.

In the second quarter of 2022, the ASR agreement was completed and we paid the financial institution an additional $ 54.2 million.

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 7,056,229 shares at an average repurchase price of $ 64.37 per share.

During the year ended December 31, 2022, under the 2022 repurchase programs, we repurchased 30,810,173 shares of Common Stock in the open market for approximately $ 1.7 billion.

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

During the year ended December 31, 2021, under the 2021 repurchase program, we repurchased 11,200,371 shares of Common Stock for a total of approximately $ 410.9 million.

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There were no stock options granted or issued in 2022, 2021, or 2020.

Expected volatility is based on the simple average of implied and historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option.

Expected volatility is based on the simple average of implied and

historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option.

The risk-free interest rate is based on the U.S.

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Risk-free interest rate 2.34 %

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A summary of the status of our stock options as of December 31, 2022, and activity during 2022, is as follows:

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Exercised ( 0.4 ) $ 40.15

Cancelled ( 0.6 ) $ 58.56

Cancelled or forfeited ( 0.1 ) $ 53.55

Outstanding as of December 31, 2022 0.6 $ 36.12 2.98 $ 6.5

Exercisable as of December 31, 2022 0.6 $ 36.12 2.98 $ 6.5

The weighted-average grant date fair value of options granted during 2017 was $ 9.91 .

There were no options exercised during 2020 or 2019.

The outstanding and exercisable options as of December 31, 2022, includes 534,126 options issued from the 2014 Stock and Incentive Plan and 117,330 options issued from the 2004 Stock and Incentive Plan.

Restricted Stock Units

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Granted 0.4 55.54

Issued and cancelled ( 0.8 ) $ 26.15

Issued and cancelled or forfeited ( 0.6 ) $ 26.71

Restricted stock units as of December 31, 2022 2.2 $ 27.68

Performance Units

During the years ended December 31, 2021, 2020 and 2019, 717,952 , 1,309,170 and 603,856 total shareholder return (“ TSR ”) performance units were granted, respectively.

Final performance units are awarded based on the increase or decrease, subject to certain limitations, in Mosaic’s share price from the grant date to the third anniversary of the award, plus dividends (a measure of total shareholder return or TSR).

During the years ended December 31, 2022, 2021 and 2020, 540,915 , 717,952 and 1,309,170 total stockholder return (“ TSR ”) performance units were granted, respectively.

The beginning and ending stock prices are based on a 30 trading-day average stock price.

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however, the expected term of the awards is three years , which impacts the assumptions used to calculate the fair value of performance units as shown in the table below.

262,308 of the TSR performance awards issued in 2021 are to be settled in cash, and are therefore accounted for as a liability with changes in value recorded through earnings during the service period.

The remaining TSR performance units issued in 2021, and all of the 2020 and 2019 TSR performance units, are considered equity-classified fixed awards measured at grant-date fair value and not subsequently re-measured.

195,755 and 262,308 of the TSR performance awards issued in 2022 and 2021, respectively, are to be settled in cash, and are therefore accounted for as a liability with changes in value recorded through earnings during the service period.

The remaining TSR performance units issued in 2022 and 2021, and all of the 2020 TSR performance units, are considered equity-classified fixed awards measured at grant-date fair value and not subsequently re-measured.

All of the TSR performance units cliff vest after three years of continuous service and are expensed on a straight-line basis over the required service period, based on the estimated grant date fair value of the award net of estimated forfeitures.

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A summary of the assumptions used to estimate the fair value of TSR performance units is as follows:

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Risk-free interest rate 1.68 % 0.32 % 0.61 %

The performance units granted as of December 31, 2022, 2021 and 2020 include 195,755 , 262,308 , 419,472 cash-settled performance units, respectively.

A summary of our performance unit activity during 2022 is as follows:

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Granted 0.5 55.08

Issued and cancelled ( 0.5 ) $ 27.50

Issued and cancelled or forfeited ( 0.7 ) $ 25.70

Outstanding as of December 31, 2022 2.6 $ 21.89

The outstanding performance units as of December 31, 2022, and 2021 include 791,624 and 885,562 cash-settled performance units, respectively.

Share-Based Compensation Expense

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No options vested in 2022, 2021 and 2020.

We received $ 16.0 million from exercises of share-based payment arrangements for 2022.

There was no cash received from exercises of share-based payment arrangements for 2021 or 2020.

We received a tax benefit for tax deductions from options of $ 14.0 million, $ 3.3 million and $ 2.6 million in 2021, 2020 and 2019, respectively.

We incurred a tax benefit for tax deductions from options of $ 13.4 million, $ 14.0 million and $ 3.3 million in 2022, 2021 and 2020, respectively.

We lease certain plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating leases, some of which include rent payment escalation clauses, with lease terms ranging from one to 29 years.

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In 2013, we entered into an ammonia supply agreement with CF (the “ CF Ammonia Supply Agreement ”) that commenced in 2017, under which Mosaic agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price tied to the prevailing price of U.S.

The term of the contract may extend until December 31, 2032, although we have rights to terminate this contract at certain dates.

On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025.

We have long-term agreements for the purchase of sulfur, which is used in the production of phosphoric acid, and natural gas, which is a significant raw material used primarily in the solution mining process in our Potash segment as well as in our phosphate concentrates plants.

Also, we have agreements for capital expenditures primarily in our Potash segments related to our expansion projects.

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Also, we have agreements for capital expenditures primarily in our Potash segment related to our expansion projects.

A schedule of future minimum long-term purchase commitments, based on expected market prices as of December 31, 2022 is as follows:

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Subsequent years 92.3

Purchases made under long-term commitments in were $ 3.1 billion in 2021, and $ 1.9 billion in 2020 and 2019, respectively.

Purchases made under long-term commitments were $ 4.6 billion in 2022, $ 3.1 billion in 2021, and $ 1.9 billion in 2020, respectively.

Most of our export sales of potash crop nutrients are marketed through a North American export association, Canpotex, which may fund its operations in part through third-party financing facilities.

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As of December 31, 2022, we had $ 724.2 million in surety bonds outstanding, of which $ 382.3 million is for reclamation obligations, primarily related to mining in Florida.

In addition, included in the total amount is $ 249.7 million, reflecting our updated closure cost estimates, delivered to EPA as a substitute for the financial assurance provided through the Plant City Trust.

In addition, included in the total amount is $ 300.8 million, reflecting our updated closure cost estimates, delivered to the EPA as a substitute for the financial assurance provided through the Plant City Trust.

The remaining balance in surety bonds outstanding of $ 41.1 million is for other matters.

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(ii) facilities adjacent to currently or formerly owned facilities;

and (iii) third-party Superfund or state equivalent sites.

(iii) third-party Superfund or state equivalent sites.

At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination.

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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.

Below is a discussion of the more significant environmental matters.

New Wales Water Loss Incident.

The incident was reported to the FDEP and EPA.

In October 2016, our subsidiary, Mosaic Fertilizer, entered into a consent order

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(the “ Order ”) with the FDEP relating to the incident.

Under the order, Mosaic Fertilizer agreed to, among other things:

implement a remediation plan to close the sinkhole;

perform additional monitoring of the groundwater quality and act to assess and remediate in the event monitored off-site water does not comply with applicable standards as a result of the incident;

evaluate the risk of potential future sinkhole formation at the New Wales facility and at Mosaic Fertilizer’s active Gypstack operations at the Bartow, Riverview and Plant City facilities with recommendations to address any identified issues;

and provide financial assurance of no less than $ 40.0 million, which we have done without the need for any expenditure of corporate funds through satisfaction of a financial strength test and Mosaic parent guarantee.

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

As of December 31, 2021, 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, FDEP or EPA were to request additional measures to address risks presented by the Gypstack.

These expenditures could be material.

In addition, we are unable to predict at this time what, if any, impact the New Wales water loss incident will have on future Florida permitting efforts.

Below is a discussion of certain environmental matters.

New Wales Phase II East Stack.

In April 2022, we confirmed the presence of a cavity in and liner tear beneath the southern part of the active phosphogypsum stack at the Company’s New Wales facility in Florida which resulted in process water draining beneath the stack.

The circumstances were reported to the FDEP and the EPA.

Phase I of the repairs, consisting of stabilizing the cavity by depositing low pressure grout into it began in July 2022 and now is complete.

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

That work began in early in 2023 and is expected to conclude in the fourth quarter of 2023.

As of December 31, 2022, we have a reserve of $ 73.1 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.

EPA RCRA Initiative.

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These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements.

Florida Sulfuric Acid Plants.

On April 8, 2010, EPA Region 4 submitted an administrative subpoena to us under Section 114 of the Federal Clean Air Act (the “ CAA ”) regarding compliance of our Florida sulfuric acid plants with the “New Source Review” requirements of the CAA.

The request received by Mosaic appears to be part of a broader EPA national enforcement initiative focusing on sulfuric acid plants.

On June 6, 2010, EPA issued a notice of violation to CF (the “ CF NOV ”) with respect to “New Source Review” compliance at the Plant City Facility’s sulfuric acid plants and the allegations in the CF NOV were not resolved before our 2014 acquisition of the Plant City Facility.

CF has agreed to indemnify us with respect to any penalty EPA may assess as a result of the allegations in the CF NOV.

We have been engaged in settlement discussions with U.S.

EPA and the DOJ, originating with the allegations of violations of Clean Air Act Prevention of Significant Deterioration (“ PSD ”) permitting requirements at the Plant City sulfuric acid plants and encompassing injunctive relief regarding sulfur dioxide emissions across Mosaic’s Florida sulfuric acid plant fleet.

With the closure of Plant City fertilizer operations, there is no longer a need to reach resolution with the government on injunctive relief (i.e., reduction of sulfur dioxide emissions) at that facility.

Furthermore, the DOJ 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.

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.

Uncle Sam Gypstack .

In January 2019, we observed lateral movement of the north slope of the active phosphogypsum stack at the Uncle Sam facility in Louisiana, designated Stack 4.

The observation was reported to the Louisiana Department of Environmental Quality and the U.S.

We continue to provide updates to the agencies on the movement, which has slowed following actions we have taken, which include reducing process water volume stored atop the stack to reduce the active load causing the movement;

constructing a stability berm at the base of the slope to increase resistance;

and removing gypsum from the north side to the south side.

These steps have improved slope stability, reduced slope movement and reduced our capacity to store process water.

There has been no loss of containment resulting from the movement observed, and none is expected.

Although continued lateral movement on the north slope could have a material effect on our future operations at that facility, we cannot predict the prospective impact on our results of operations at this time.

Other Environmental Matters.

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Currently, certain of our subsidiaries are involved or concluding involvement at several Superfund or equivalent state sites.

Our remedial liability from these sites, alone or in the aggregate,

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currently is not expected to have a material effect on our business or financial condition.

Our remedial liability from these sites, alone or in the aggregate, currently is not expected to have a material effect on our business or financial condition.

As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

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In addition, in several other cases, historical oil, gas and sulfur operations which may have been related to Mosaic’s corporate predecessors have been identified in the complaints.

Based upon information known to date, Mosaic has contractual indemnification rights against third parties for any loss or liability arising out of these claims pursuant to indemnification agreements entered into by Mosaic’s corporate predecessor(s) with third parties.

Based upon information known to date, Mosaic has contractual indemnification rights against third parties for any loss or liability arising out of these claims pursuant to indemnification

agreements entered into by Mosaic’s corporate predecessor(s) with third parties.

There may also be insurance contracts which may respond to some or all of the claims.

However, the financial ability of the third-party indemnitors, the extent of potential insurance coverage and the extent of potential liability from these claims is currently unknown.

In September 2019, counsel for several of the parishes announced that an agreement had been reached to settle the claims against Mosaic and its corporate predecessors, subject to approval by the participating parishes and the State of Louisiana.

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

North America Phosphate Operations

Denial of the permits sought at any of our mines, 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 required to operate our Florida and Louisiana phosphate plants at desired levels or increase our costs in the future.

As of October of 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings Inc.

and its third-party indemnitors on the other hand which, when fully implemented, will release and dismiss Mosaic and its corporate predecessors from the coastal zone cases.

Funding obligations in the memorandum of understanding are expected to be undertaken by third-party indemnitors and/or insurers.

Brazil Legal Contingencies

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We estimate that our probable aggregate loss with respect to these claims is approximately $ 62.3 million, which is included in our accrued liabilities in our Consolidated Balance Sheets at December 31, 2022.

Approximately $ 548.3 million of the maximum potential loss 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 $ 49.5 million, which is included in accrued liabilities in our Consolidated Balance Sheets at December 31, 2021.

Approximately $ 608.5 million of the maximum potential loss above, relates to labor claims of which approximately $ 53.3 million is included in accrued liabilities in our Consolidated Balance Sheets at December 31, 2022

Based on Brazil 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.

If the status of similar cases involving unrelated companies were to adversely change in the future, our maximum exposure could increase and additional accruals could be required.

The environmental judicial and administrative proceedings claims allege aggregate damages and/or fines of approximately $ 19.0 million;

however, we estimate that our probable aggregate loss regarding these claims is approximately $ 4.9 million, which has been accrued at December 31, 2021.

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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 state disputes, regulatory issues and other civil matters arising in the ordinary course of business.

These claims allege aggregate damages of approximately $ 138.8 million.

We estimate that the probable aggregate loss with respect to these matters is approximately $ 2.3 million.

Uberaba Judicial Settlement

In 2013, the Federal Public Prosecutor filed a public civil action requesting that the Company adopt several measures to mitigate soil and water contamination related to the Gypstack at our Uberaba facility, located in the State of Minas Gerais, including compensation for the alleged social and environmental damages.

In 2014, our predecessor subsidiary in Brazil entered into a judicial settlement with the Federal Public Prosecutor, the State of Minas Gerais public prosecutor and the federal environmental agency.

Under this agreement, we agreed to implement remediation measures such as:

constructing a liner under the Gypstack water ponds and lagoons, and monitoring the groundwater and soil quality.

We also agreed to create a private reserve of natural heritage and to pay compensation in the amount of approximately $ 0.3 million, which was paid in July 2018.

We are currently acting in compliance with our obligations under the judicial settlement and expect them to be completed by December 31, 2025.

Brazil Tax Contingencies

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

As of December 31, 2021 and December 31, 2020, the net amount due from our non-consolidated companies totaled $ 63.0 million and $ 55.9 million, respectively.

These amounts include a long-term indemnification asset of approximately $ 21.0 million from Vale S.A.

for reimbursement of pension plan obligations.

As of December 31, 2022, the net amount due to our non-consolidated companies totaled $ 56.8 million.

As of December 31, 2021, the net amount due from our non-consolidated companies totaled $ 63.0 million.

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

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As part of the MWSPC joint venture, we market approximately 25 % of the MWSPC production, for which approximately $ 23.1 million, $ 12.2 million and $ 8.5 million is included in revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

In November 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 ”).

GMS is a wholly owned subsidiary of Gulf Sulphur Services Ltd., LLLP (“ Gulf Sulphur

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Services ”), an entity in which we and a joint venture partner, Savage Companies (“ Savage ”), each indirectly own a 50 % equity interest and for which a subsidiary of Savage provides operating and management services.

GMS provided these funds through draws on the Mosaic bridge loan and through additional loans from Gulf Sulphur Services.

We are the primary beneficiary of GMS, a variable interest entity, and consolidate GMS’s operations in our Phosphates segment.

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 December 31, 2021 and December 31, 2020, 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.

The construction of the remaining tug, funded by the bridge loan advances in excess of the reserves, is recorded within construction in-progress within our consolidated balance sheet.

Several subsidiaries of Savage operate vessels utilized by Mosaic under time charter arrangements, including the ammonia tug and barge unit.

We financed the purchase and construction of two articulated tug and barge units through a bridge loan agreement with Gulf Marine Solutions, LLC (“ GMS ”).

GMS is a wholly-owned subsidiary of Gulf Sulphur Services ( “ GSS ” ), an entity in which we and a joint venture partner, Savage Companies (“ Savage ”), each indirectly own a 50 % equity interest.

We are the primary beneficiary of GMS, a variable interest entity, and consolidate GMS’s operations.

Effective during the first quarter of 2023, Mosaic assumed ownership of Savage’s 50 % equity and now wholly-owns GSS.

Several subsidiaries of Savage continue to provide vessel operations services to Mosaic under time charter agreements.

BUSINESS SEGMENTS

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Intersegment eliminations, including profit on intersegment sales, mark-to-market gains/losses on derivatives, debt expenses, Streamsong Resort ® results of operations and the results of the China and India distribution business are included within Corporate, Eliminations and Other.

As of January 1, 2019, certain selling, general and administrative costs that are not controllable by the business segments are no longer allocated to segments and are included within Corporate, Eliminations and Other.

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Certain selling, general and administrative costs that are not controllable by the business segments are included within Corporate, Eliminations and Other.

Segment information for the years 2022, 2021 and 2020 is as follows:

(in millions) Phosphates Potash Mosaic Fertilizantes Corporate,

and Other (a) Total

and Other (a)

Year Ended December 31, 2022

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Gross margin (excluding Canadian resource taxes) 1,759.0 3,770.9 1,045.6 108.2 6,683.7

Impairment, restructuring and other expenses — 158.1 — — 158.1

Operating earnings 1,347.2 2,767.7 910.4 ( 240.0 ) 4,785.3

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Gross margin (excluding Canadian resource taxes) 1,305.4 1,317.0 842.7 ( 5.3 ) 3,459.8

Impairment, restructuring and other expenses — 158.1 — — 158.1

Operating earnings 1,179.8 836.6 745.9 ( 293.8 ) 2,468.5

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Depreciation, depletion and amortization expense 428.7 267.8 101.2 15.2 812.9

Equity in net (loss) earnings of nonconsolidated companies ( 94.1 ) — — 0.3 ( 93.8 )

Equity in net earnings of nonconsolidated companies 5.4 — — 2.4 7.8

Year Ended December 31, 2020

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Gross margin (excluding Canadian resource taxes) 125.5 614.4 419.6 51.5 1,211.0

Impairment, restructuring and other expenses 931.6 530.5 — — 1,462.1

Operating earnings ( 147.1 ) 401.5 346.5 ( 188.0 ) 412.9

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Total assets as of December 31, 2021 8,776.4 8,312.8 4,908.2 39.0 22,036.4

Total assets as of December 31, 2019 (b)

7,183.5 7,219.2 3,974.9 920.9 19,298.5

Total assets as of December 31, 2020 7,022.1 7,614.8 4,127.7 1,025.2 19,789.8

______________________________

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

For the years ended December 31, 2021, 2020 and 2019, distribution operations in India and China had revenues of $ 730.1 million, $ 639.4 million, and $ 575.6 million, respectively and gross margins of $ 141.6 million, $ 58.7 million, and $ 27.3 million, respectively.

(b) In 2019, we recorded an impairment of goodwill in Phosphates of $ 588.6 million, which reduced the total asset balance .

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For the years ended December 31, 2022, 2021 and 2020, distribution operations in India and China had revenues of $ 1.1 billion, $ 730.1 million, and $ 639.4 million, respectively and gross margins of $ 130.9 million, $ 141.6 million, and $ 58.7 million, respectively.

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

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India 512.5 340.3 318.4

Colombia 135.1 93.4 82.8

Paraguay 227.1 113.8 94.3

Japan 112.4 58.8 33.0

Argentina 224.6 101.3 121.0

Mexico 165.5 93.6 77.1

Japan 162.0 112.4 58.8

Colombia 125.9 135.1 93.4

Australia 101.6 64.8 85.1

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Canpotex sales to the ultimate third-party customers are approximately:

30 % to customers based in Brazil, 14 % to customers based in Indonesia, 11 % to customers based in China, 6 % to customers based in India, and 39 % to customers based in the rest of the world.

28 % to customers based in Brazil, 14 % to customers based in China, 12 % to customers based in Indonesia, 8 % to customers based in India, and 38 % to customers based in the rest of the world.

(in millions) 2022 2021

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Consolidated $ 14,960.8 $ 14,541.8

Excluded from the table above as of December 31, 2021 and 2020, are goodwill of $ 1,172.2 million and $ 1,173.0 million and deferred income taxes of $ 997.1 million and $ 1,179.4 million, respectively.

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Excluded from the table above as of December 31, 2022 and 2021, are goodwill of $ 1,116.3 million and $ 1,172.2 million and deferred income tax assets of $ 752.3 million and $ 997.1 million, respectively.

Net sales by product type for the years 2022, 2021 and 2020 are as follows:

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(b) Includes sales of industrial potash, feed products, nitrogen and other products.

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MINE CLOSURE COSTS

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In the third quarter of 2021, we resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy.

On January 28, 2020, we announced that we intend to keep our Colonsay, Saskatchewan potash mine idled for the foreseeable future.

The mine was placed in care and maintenance mode, employing minimal staff and allowing for resumption of operations when needed to meet customers’ needs.

For the year ended December 31, 2019, we recorded pre-tax costs of approximately $ 529.7 million in impairment, restructuring and other expenses in our Consolidated Statement of Earnings (Loss), related to this idling.

These costs consisted of approximately $ 493 million related to the write-off of fixed assets, $ 27 million related to severance and other employee costs, and $ 10 million related to the write-off of maintenance, repair, and operating inventories.

The write-off is principally the carrying value of the 2013 expansion project, which increased Colonsay’s operating capacity to 2.1 million tonnes.

Colonsay had been operating with a modified 1.5 million tonnes capacity since 2016.

On June 18, 2019, we announced the permanent closure of the Plant City Facility.

We temporarily idled the Plant City Facility in the fourth quarter of 2017, as it was one of our higher cost phosphate facilities.

For the year ended December 31, 2019, we recognized pre-tax costs of $ 341.3 million in impairment, restructuring and other expenses in our Consolidated Statement of Earnings (Loss), related to the permanent closure of this facility.

These costs consisted of approximately $ 210 million related to the write-off of fixed assets, $ 110 million related to asset retirement obligations and $ 21 million related to inventory and other reserves.

SUBSEQUENT EVENTS

Subsequent to December 31, 2021, our Board of Directors approved an accelerated share repurchase (" ASR ") of $ 400 million which is expected to be initiated in February 2022.

This ASR will exhaust most of the remaining share repurchase authorization established in the 2021 Repurchase Program.

Following the completion of the current authorization, our Board of Directors also approved the establishment of a new $ 1.0 billion share repurchase authorization, which will go into effect following completion of this ASR.

The Board of Directors has also approved a regular dividend increase to $ 0.60 per share annually from $ 0.45 , beginning with the second quarter 2022 payment.

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On January 12, 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and approximately 7,000 acres of land on which it sits to Lone Windmill LLC, a subsidiary of Kemper Sports Management LLC, for a purchase price of $ 160 million.

In addition to a hotel and conference center, the Resort includes multiple golf courses, a clubhouse and ancillary facilities.

Subsequent to year end, our Board of Directors approved an ASR of $ 300 million which is expected to be initiated in the first quarter of 2023.

Also, in February 2023, the Board of Directors approved a special dividend of $ 0.25 per share to be distributed in March, 2023 to our stockholders of record as of March 15, 2023.

Management’s Report on Internal Control Over Financial Reporting

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Based on their evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this annual report, has issued an auditors’ report on the Company’s internal control over financial reporting as of December 31, 2021.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued an auditors’ report on the Company’s internal control over financial reporting as of December 31, 2022.

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-K

Item 9A. Controls and Procedures