What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-08 · 143 added, 268 removed, 600 unchanged (41% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three months ended Nine months ended

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

Three months ended

March 31, 2023 March 31, 2022

Net sales $ 3,604.3 $ 3,922.3

2 unchanged sentences

Selling, general and administrative expenses 127.7 132.4

Mine closure costs — — — 158.1

Other operating expense 222.8 65.2 337.6 87.8

Other operating (income) expense ( 1.9 ) 50.9

Operating earnings 544.6 1,255.8

Interest expense, net ( 41.1 ) ( 39.3 )

Foreign currency transaction gain (loss) ( 61.1 ) ( 100.1 ) 22.4 ( 34.8 )

Foreign currency transaction gain 51.4 310.7

Other income (expense) ( 8.9 ) 0.2

2 unchanged sentences

Earnings from consolidated companies 427.7 1,155.0

Equity in net earnings (loss) of nonconsolidated companies 72.1 ( 1.2 ) 138.7 ( 13.2 )

Equity in net earnings of nonconsolidated companies 31.3 30.7

Net earnings including noncontrolling interests 459.0 1,185.7

9 unchanged sentences

(In millions)

Three months ended Nine months ended

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

Three months ended

March 31, 2023 March 31, 2022

Net earnings including noncontrolling interest $ 459.0 $ 1,185.7

Other comprehensive income, net of tax

Foreign currency translation gain (loss) ( 375.4 ) ( 244.0 ) ( 345.4 ) ( 52.9 )

Foreign currency translation gain 29.4 305.3

Net actuarial gain and prior service cost 0.4 0.4

1 unchanged sentence

Net gain (loss) on marketable securities held in trust fund 16.6 ( 28.4 )

Other comprehensive income (loss) ( 394.5 ) ( 246.4 ) ( 388.1 ) ( 63.5 )

Other comprehensive income 46.9 277.8

Comprehensive income 505.9 1,463.5

5 unchanged sentences

(In millions, except per share amounts)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Current assets:

15 unchanged sentences

Structured accounts payable arrangements 544.3 751.2

Accounts payable 1,199.8 1,260.7

Accounts payable, including affiliate payables of $305.1 and $353.2, respectively 1,027.0 1,292.5

Accrued liabilities 1,761.3 2,279.9

3 unchanged sentences

Other noncurrent liabilities 2,212.0 2,236.0

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

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

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2023 and December 31, 2022 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,682,617 shares issued and 332,098,640 shares outstanding as of March 31, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022 3.3 3.4

Capital in excess of par value — —

9 unchanged sentences

(In millions)

Nine months ended

September 30, 2022 September 30, 2021

Three months ended

March 31, 2023 March 31, 2022

Cash Flows from Operating Activities:

3 unchanged sentences

Deferred and other income taxes ( 1.2 ) 130.2

Equity in net (earnings) loss of nonconsolidated companies, net of dividends ( 138.7 ) 16.4

Equity in net (earnings) of nonconsolidated companies, net of dividends ( 6.3 ) ( 30.7 )

Accretion expense for asset retirement obligations 22.8 19.6

3 unchanged sentences

Foreign currency adjustments ( 51.3 ) ( 318.9 )

Mine closure costs — 158.1

Gain on sale of business ( 56.5 ) —

Other 26.5 11.8

10 unchanged sentences

Proceeds from sale of available-for-sale securities - restricted 591.2 51.9

Proceeds from sale of business 158.4 —

Acquisition of business ( 41.0 ) —

Other ( 3.9 ) ( 0.8 )

17 unchanged sentences

Cash, cash equivalents and restricted cash - December 31 754.1 786.3

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

Cash, cash equivalents and restricted cash - March 31 $ 477.0 $ 901.4

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Nine months ended

September 30, 2022 September 30, 2021

Three months ended

March 31, 2023 March 31, 2022

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

5 unchanged sentences

Cash paid during the period for:

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

Interest (net of amount capitalized of $7.5 and $6.4 for the three months ended March 31, 2023 and 2022, respectively) $ 7.9 $ 4.2

Income taxes (net of refunds) 225.7 258.5

6 unchanged sentences

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

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

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

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

Stock based compensation — — 4.3 — — — 4.3

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

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

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

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

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

Total comprehensive income (loss) — — — 965.8 ( 62.3 ) 6.5 910.0

Stock option exercises — — 3.2 — — — 3.2

Vesting of restricted stock units 0.8 — ( 10.8 ) — — — ( 10.8 )

Stock based compensation — — 21.8 — — — 21.8

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

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

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

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

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

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

Total comprehensive income — — — 1,182.0 273.5 8.0 1,463.5

Stock option exercises — — 8.3 — — — 8.3

2 unchanged sentences

Share repurchases ( 7.6 ) ( 0.1 ) ( 422.0 ) — — — ( 422.1 )

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

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

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

Dividends — — — 0.3 — — 0.3

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

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

Total comprehensive income (loss) — — — 3,059.6 ( 389.0 ) 27.0 2,697.6

Stock option exercises — — 14.7 — — — 14.7

Total comprehensive income — — — 434.8 46.2 24.9 505.9

Vesting of restricted stock units 1.7 — — ( 53.3 ) — — ( 53.3 )

Stock based compensation — — 12.4 — — — 12.4

Share repurchases ( 29.4 ) ( 0.3 ) ( 499.4 ) ( 1,109.5 ) — — ( 1,609.2 )

Share repurchases, including tax of $3.5 million ( 8.7 ) ( 0.1 ) ( 12.4 ) ( 439.0 ) — — ( 451.5 )

Dividends ($0.45 per share) — — — ( 149.4 ) — — ( 149.4 )

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

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

Equity from noncontrolling interests — — — — — ( 1.8 ) ( 1.8 )

Balance as of March 31, 2023 332.1 $ 3.3 $ — $ 13,996.5 $ ( 2,106.0 ) $ 162.7 $ 12,056.5

See Notes to Condensed Consolidated Financial Statements

21 unchanged sentences

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.

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.

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

Summary of Significant Accounting Policies

16 unchanged sentences

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.

We adopted this standard as of January 1, 2023, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023 (our fiscal 2024).

We have historically presented supplier financing programs separately on the face of the balance sheet and disclosed key terms of such programs.

As such, adoption of this standard did not impact our balance sheet presentation or footnote disclosures.

THE MOSAIC COMPANY

2 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Other current assets

1 unchanged sentence

Prepaid expenses 281.6 237.4

Assets held for sale — 101.9

Other 37.0 49.5

6 unchanged sentences

Long-term receivable 23.6 26.9

Cloud computing cost 63.5 32.9

Other 300.8 311.8

7 unchanged sentences

Operating lease obligation 49.2 50.7

Servicing liability 1.2 81.1

Other 611.2 754.8

7 unchanged sentences

$ 2,212.0 $ 2,236.0

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

______________________________

1 unchanged sentence

Specifically, we collect prepayments from certain customers in Brazil.

In addition, cash collection from

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Canpotex may occur prior to delivery of product to the end customer.

In addition, cash collection from Canpotex may occur prior to delivery of product to the end customer.

We generally satisfy our contractual liabilities within one quarter of incurring the liability.

4 unchanged sentences

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

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

2022 2021 2022 2021

Three Months Ended March 31,

Net income attributable to Mosaic $ 434.8 $ 1,182.0

4 unchanged sentences

Diluted net income per share attributable to Mosaic $ 1.28 $ 3.19

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

A total of 0.2 million shares of common stock subject to issuance related to share-based awards for the three months ended March 31, 2023, and 0.4 million for the three months ended March 31, 2022, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Raw materials $ 176.5 $ 177.2

6 unchanged sentences

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

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

Mosaic had goodwill of $ 1.1 billion as of March 31, 2023 and December 31, 2022, respectively.

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

5 unchanged sentences

Foreign currency translation 1.6 0.7 — 2.3

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

Balance as of March 31, 2023 $ 1,008.2 $ 98.3 $ 12.1 $ 1,118.6

We are required to perform our next annual goodwill impairment analysis as of October 31, 2023.

10 unchanged sentences

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

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

As of March 31, 2023, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

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

6 unchanged sentences

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

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

The estimated fair value of the investments in the RCRA Trusts as of March 31, 2023 and December 31, 2022 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

September 30, 2022

March 31, 2023

Cash and cash equivalents $ 2.0 $ — $ — $ 2.0

2 unchanged sentences

government bonds 268.1 10.0 ( 0.1 ) 278.0

Other holdings 0.2 — — 0.2

Total $ 676.9 $ 11.6 $ ( 18.3 ) $ 670.2

4 unchanged sentences

government bonds 269.6 — ( 3.6 ) 266.0

Other holdings 0.2 — — 0.2

Total $ 678.3 $ 0.5 $ ( 28.7 ) $ 650.1

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

(in millions) Fair

9 unchanged sentences

$ 223.4 $ ( 17.1 ) $ 135.5 $ ( 15.8 )

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

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of March 31, 2023.

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

September 30, 2022

March 31, 2023

Due in one year or less $ 19.0

3 unchanged sentences

Total debt securities $ 668.2

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

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

For the three months ended March 31, 2023, realized gains were $ 5.1 million, and realized losses were $ 13.4 million.

For the three months ended March 31, 2022, realized gains were $ 0.8 million, and there were no realized losses.

Financing Arrangements

3 unchanged sentences

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

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

As of March 31, 2023 and December 31, 2022, we had financed inventory of $ 400.8 million and zero , respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

THE MOSAIC COMPANY

7 unchanged sentences

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

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

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

During the three months ended March 31, 2023, the Company sold approximately $ 607.1 million, of accounts receivable under this arrangement.

During the three months ended March 31, 2022, the Company sold approximately $ 549.3 million.

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

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

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

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

As of March 31, 2023 and December 31, 2022, $ 1.2 million and $ 0.0 million , respectively, had been collected but not yet remitted to the bank.

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

3 unchanged sentences

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.

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

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

Mosaic then makes payment to the third-party intermediary at dates ranging from 130 to 344 days from date of shipment.

As of March 31, 2023 and December 31, 2022, the total structured accounts payable arrangements were $ 544.3 million and $ 751.2 million, respectively.

Commercial Paper Note Program

In September 2022, we established a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 2.5 billion (none outstanding at September 30, 2022).

We plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program.

As of March 31, 2023, we had $ 399.4 million outstanding under this program, with a weighted average interest rate of 5.32 % and remaining average term of 11 days.

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.

Asset Retirement Obligations

17 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

(in millions) March 31, 2023 December 31, 2022

AROs, beginning of period $ 1,905.6 $ 1,749.3

15 unchanged sentences

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.

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.

21 unchanged sentences

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

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

As of March 31, 2023 and December 31, 2022, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 336.0 million and $ 327.5 million, respectively.

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

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

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

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

During the three months ended March 31, 2023, gross unrecognized tax benefits increased by $ 1.3 million to $ 26.7 million.

The increase is primarily related to recording non-U.S.

reserves and foreign exchange.

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

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

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

We had accrued interest and penalties totaling $ 5.6 million and $ 5.0 million as of March 31, 2023 and December 31, 2022, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

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

4 unchanged sentences

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

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

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

tax return provision and other miscellaneous costs.

For the three months ended March 31, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 13.9 million.

The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous costs.

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

2 unchanged sentences

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

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

For the three months ended March 31, 2023, income tax expense was not impacted by this set of rules.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

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

tax return provision and other miscellaneous costs.

incentives, by 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.

For the three months ended March 31, 2022, discrete tax items recorded in tax expense was a benefit of approximately $ 9.0 million.

This consisted primarily of a share-based excess benefit, which was partially offset by changes in valuation allowances and other miscellaneous benefits.

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

Derivative Instruments and Hedging Activities

12 unchanged sentences

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

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

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

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

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

We had no fixed-to-floating interest rate swap agreements in effect as of March 31, 2023 and December 31, 2022.

As of March 31, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $ 20.5 million and $ 38.8 million, respectively, and the gross liability position of our liability instruments was $ 36.9 million and $ 50.1 million, respectively.

As of March 31, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) March 31, 2023 December 31, 2022

Derivative Instrument Derivative Category Unit of Measure

4 unchanged sentences

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

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

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2023 and December 31, 2022 was $ 24.9 million and $ 34.8 million, respectively.

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

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

If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2023, we would have been required to post an additional $ 18.3 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

13 unchanged sentences

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

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

As of March 31, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $ 12.5 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 36.9 million and $ 49.2 million, respectively.

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

5 unchanged sentences

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

As of March 31, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 8.0 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was zero and $ 0.9 million, respectively.

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

2 unchanged sentences

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

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

We did not hold any interest rate derivative positions as of March 31, 2023.

THE MOSAIC COMPANY

2 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Carrying Amount Fair Value Carrying Amount Fair Value

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Share Repurchases

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

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

In 2022, our Board of Directors approved two 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 and have no set expiration date.

On February 24, 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “ 2023 ASR Agreement ”) with a third-party financial institution to repurchase $ 300 million of our Common Stock.

At inception, we paid the financial institution $ 300 million and took initial delivery of 4,659,290 shares of our Common Stock, representing an estimated 80 % of the total shares expected to be delivered under the 2023 ASR Agreement.

In March 2023, the transaction was completed and we received an additional 965,284 shares of Common Stock.

In total, 5,624,574 shares were delivered under the 2023 ASR Agreement, at an average purchase price of $ 53.34 per share.

During the three months ended March 31, 2023, we repurchased 8,690,936 shares of Common Stock in the open market, for approximately $ 448.0 million at an average purchase price of $ 51.55 .

This includes the 5,624,574 shares purchased under the 2023 ASR Agreement.

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.

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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 2022 ASR agreement, we repurchased approximately 7,056,229 shares at an average repurchase price of $ 64.37 per share.

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

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

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

During the three months ended March 31, 2022, we repurchased 7,589,664 shares of Common Stock in the open market for approximately $ 422.1 million.

This includes 7,056,229 shares purchased under the 2022 ASR agreement.

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

THE MOSAIC COMPANY

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

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

The following table sets forth the changes in AOCI, net of tax, by component during the three months ended March 31, 2023 and March 31, 2022:

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

Three Months Ended September 30, 2022

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

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

Tax (expense) benefit ( 8.4 ) ( 0.3 ) ( 0.1 ) 6.0 ( 2.8 )

Other comprehensive income (loss), net of tax ( 375.4 ) 0.4 0.4 ( 19.9 ) ( 394.5 )

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

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

Three Months Ended September 30, 2021

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

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

Tax (expense) benefit ( 7.8 ) ( 1.4 ) — 0.4 ( 8.8 )

Other comprehensive income (loss), net of tax ( 244.0 ) ( 0.1 ) 0.5 ( 2.8 ) ( 246.4 )

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

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

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Balance at December 31, 2022 $ ( 2,082.3 ) $ ( 53.1 ) $ 6.7 $ ( 23.5 ) $ ( 2,152.2 )

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Other comprehensive income (loss) attributable to noncontrolling interest ( 0.7 ) — — — ( 0.7 )

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

Nine Months Ended September 30, 2021

Balance as of March 31, 2023 $ ( 2,053.6 ) $ ( 52.7 ) $ 7.2 $ ( 6.9 ) $ ( 2,106.0 )

Three Months Ended March 31, 2022

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

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 4.3 ) — — — ( 4.3 )

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Related Party Transactions

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

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

As of March 31, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $ 264.5 million and $ 56.8 million, respectively.

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

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

2022 2021 2022 2021

Three Months Ended March 31,

Transactions with related parties included in net sales (a)

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______________________________

(a) Amounts included in net sales primarily relate to sales from our Potash segment to Canpotex.

1 unchanged sentence

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

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

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

GMS is a wholly owned subsidiary of Gulf Sulphur Services Ltd., LLLP (“ Gulf Sulphur 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 Phosphate 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 September 30, 2022 and December 31, 2021, there were outstanding bridge loans of $ 74.7 million relating to the cancelled second barge and the remaining tug, which bridge loans are eliminated in consolidation.

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

Several subsidiaries of Savage operate vessels utilized by Mosaic under time charter arrangements, including the ammonia tug and barge unit.

Marketing fees of approximately $ 5.7 million, and $ 3.3 million are included in revenue for the three months ended March 31, 2023 and 2022, respectively.

Contingencies

We have described below material judicial and administrative proceedings to which we are subject.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Environmental Matters

7 unchanged sentences

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

Taking into consideration established accruals of approximately $ 128.5 million and

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Taking into consideration established accruals of approximately $ 166.8 million and $ 185.5 million as of March 31, 2023 and December 31, 2022, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

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

Below is a discussion of the more significant environmental matters.

New Wales Water Loss Incident.

In August 2016, a sinkhole developed under one of the two cells of the active 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.

In October 2016, our subsidiary, Mosaic Fertilizer, entered into a consent order (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 and provide 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 September 30, 2022, the sinkhole repairs were substantially complete.

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

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.

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 FDEP and the EPA.

While the evaluation of the cavity continues, we have begun repairs, which are expected to occur in two phases.

Phase I, which we have started, will stabilize the cavity by depositing low pressure grout into it.

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.

This 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.

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

That work began in early in 2023 and is expected to conclude in the fourth quarter of 2023.

As of March 31, 2023, we have a reserve of $ 55.4 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.

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

These obligations are discussed in Note 11 of our Notes to Condensed 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 Department of Justice, 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 the Plant City Facility 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 Department of Justice has determined that there is no basis for proceeding with a settlement, as EPA and the Department have not currently alleged any violations of the Clean Air Act PSD permitting requirements at any other of Mosaic’s Florida sulfuric acid plants.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 our active phosphogypsum stack at the Uncle Sam facility in Louisiana.

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.

These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements.

Other Environmental Matters.

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The failure of an indemnitor to fulfill its obligations could result in future costs that could be material.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Louisiana Parishes Coastal Zone Cases

6 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 801.9 million.

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

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

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

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

We estimate that our probable aggregate loss with respect to these claims is approximately $ 66.5 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2023.

Approximately $ 625.3 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 56.8 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2023.

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 in excess of $ 20.6 million;

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

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

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

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

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

5 unchanged sentences

If the status of similar tax cases involving unrelated taxpayer changes in the future, additional accruals could be required.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We also have certain other contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims of third parties, including tax matters, arising in the ordinary course of business.

2 unchanged sentences

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses.

The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses.

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 businesses are included within Corporate, Eliminations and Other.

Intersegment eliminations, including profit on intersegment sales, mark-to-market gains/losses on derivatives, debt expenses, and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Segment information for the three months ended March 31, 2023 and 2022 was as follows:

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

Three months ended September 30, 2022

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

Intersegment net sales 426.6 32.8 — ( 459.4 ) —

Net sales 1,577.6 1,432.1 2,628.7 ( 289.9 ) 5,348.5

Gross margin 357.9 798.7 348.3 ( 2.9 ) 1,502.0

Canadian resource taxes — 258.4 — — 258.4

Gross margin (excluding Canadian resource taxes) 357.9 1,057.1 348.3 ( 2.9 ) 1,760.4

Operating earnings 131.2 793.0 323.0 ( 92.5 ) 1,154.7

Capital expenditures 167.7 77.6 92.5 15.9 353.7

Depreciation, depletion and amortization expense 120.9 76.0 28.5 3.8 229.2

Three months ended September 30, 2021

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

Intersegment net sales 338.2 16.0 — ( 354.2 ) —

Net sales 1,281.3 589.3 1,754.7 ( 206.7 ) 3,418.6

Gross margin 364.2 236.0 332.2 ( 67.9 ) 864.5

Canadian resource taxes — 57.3 — — 57.3

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

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

Capital expenditures 160.5 122.5 52.1 4.9 340.0

Depreciation, depletion and amortization expense 106.1 50.3 26.0 3.7 186.1

Nine months ended September 30, 2022

Three months ended March 31, 2023

Net sales to external customers $ 1,088.9 $ 900.4 $ 1,343.3 $ 271.7 $ 3,604.3

7 unchanged sentences

Depreciation, depletion and amortization expense 116.6 69.6 31.6 2.2 220.0

Nine months ended September 30, 2021

Three months ended March 31, 2022

Net sales to external customers $ 1,152.8 $ 1,035.7 $ 1,488.6 $ 245.2 $ 3,922.3

4 unchanged sentences

Gross margin (excluding Canadian resource taxes) 527.7 736.1 219.3 113.2 1,596.3

Mine closure costs — 158.1 — — 158.1

Operating earnings (loss) 492.5 563.3 186.7 13.3 1,255.8

1 unchanged sentence

Depreciation, depletion and amortization expense 120.5 77.0 25.2 4.0 226.7

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

As of March 31, 2023 $ 9,562.7 $ 9,224.5 $ 5,177.8 $ ( 1,107.5 ) $ 22,857.5

As of December 31, 2022 9,570.5 9,582.2 5,562.7 ( 1,329.4 ) 23,386.0

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

______________________________

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

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

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

For the three months ended March 31, 2023, distribution operations in India and China collectively had revenue of $ 266.8 million, and gross margin of $( 10.8 ) million.

For the three months ended March 31, 2022, distribution operations in India and China collectively had revenue of $ 220.9 million, and gross margin of $ 87.0 million.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2023 2022

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Brazil $ 1,300.6 $ 1,448.5

968.9 268.4 2,355.2 605.9

Canada 182.2 107.0 683.9 525.8

India 163.3 65.0 308.2 168.3

Argentina 93.0 37.6 229.3 82.6

Paraguay 71.7 36.4 166.6 88.0

China 145.4 220.8

Japan 32.8 20.7 104.6 72.6

India 121.4 —

Canada 81.1 230.5

Mexico 77.7 67.9

Peru 17.4 11.1 27.9 25.3

Dominican Republic 11.6 10.1 24.9 19.9

Paraguay 45.6 35.0

Colombia 39.0 32.2

Thailand 1.6 5.1 4.7 15.9

Honduras 1.5 6.0 25.7 17.1

Japan 38.5 26.5

Australia 20.3 24.9

Argentina 18.9 53.6

Honduras 8.0 3.4

Other 21.1 24.7

12 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2023 2022

4 unchanged sentences

Performance Products (a)

916.8 523.3 2,286.4 1,378.1

Phosphate Rock 40.8 27.1

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____________________________________________

(a) Includes sales of MicroEssentials ® , K-Mag, Aspire and Sus-Terra.

(b) Includes sales of industrial potash, feed products, nitrogen and other products.

Esterhazy Closure Costs

Due to increased brine inflows, on June 4, 2021, the Company 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 were key pieces of the transition to the K3 shaft, but the timeline for the closure was accelerated by approximately nine months.

In the second quarter of 2021, we had pre-tax costs of $ 158.1 million related to the permanent closure of these facilities.

These costs consisted of $ 109.9 million related to the write-off of fixed assets, $ 37.1 million related to AROs, and $ 11.1 million related to inventory and other reserves.

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

What changed 10-Q

Item 1. Financial Statements