What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-02 · 141 added, 143 removed, 673 unchanged (30% of the section changed)

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(In millions, except per share amounts)

Three months ended Six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three months ended Nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Net sales $ 3,548.3 $ 5,348.5 $ 10,546.6 $ 14,643.9

5 unchanged sentences

Interest expense, net ( 17.4 ) ( 30.6 ) ( 94.5 ) ( 104.0 )

Foreign currency transaction gain 148.5 ( 227.2 ) 199.9 83.5

Foreign currency transaction (loss) gain ( 96.9 ) ( 61.1 ) 103.0 22.4

Other expense ( 50.1 ) ( 2.3 ) ( 66.1 ) ( 37.8 )

Earnings from consolidated companies before income taxes 474.6 1,377.2 1,020.6 2,904.6

Provision for income taxes 108.4 369.3 226.7 741.7

Earnings from consolidated companies 366.2 1,007.9 793.9 2,162.9

(Loss) earnings from consolidated companies before income taxes ( 18.6 ) 1,060.7 1,002.0 3,965.3

(Benefit from) provision for income taxes ( 5.9 ) 276.6 220.8 1,018.3

(Loss) earnings from consolidated companies ( 12.7 ) 784.1 781.2 2,947.0

Equity in net earnings of nonconsolidated companies 15.8 72.1 60.0 138.7

1 unchanged sentence

Net earnings attributable to noncontrolling interests 7.3 14.5 41.6 26.1

Net earnings attributable to Mosaic $ 369.0 $ 1,035.9 $ 803.8 $ 2,217.9

Basic net earnings per share attributable to Mosaic $ 1.11 $ 2.88 $ 2.41 $ 6.11

Net (loss) earnings attributable to Mosaic $ ( 4.2 ) $ 841.7 $ 799.6 $ 3,059.6

Basic net (loss) earnings per share attributable to Mosaic $ ( 0.01 ) $ 2.45 $ 2.40 $ 8.58

Basic weighted average number of shares outstanding 331.5 344.2 333.0 356.5

Diluted net earnings per share attributable to Mosaic $ 1.11 $ 2.85 $ 2.39 $ 6.05

Diluted net (loss) earnings per share attributable to Mosaic $ ( 0.01 ) $ 2.42 $ 2.39 $ 8.50

Diluted weighted average number of shares outstanding 331.5 347.7 335.1 360.1

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Three months ended Six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Three months ended Nine months ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Net earnings including noncontrolling interest $ 3.1 $ 856.2 $ 841.2 $ 3,085.7

Other comprehensive income, net of tax

Foreign currency translation gain (loss) 146.0 ( 275.3 ) 175.4 30.0

Other comprehensive income (loss), net of tax

Foreign currency translation (loss) gain ( 153.3 ) ( 375.4 ) 22.1 ( 345.4 )

Net actuarial gain and prior service cost 25.3 0.4 26.0 1.2

Realized gain on interest rate swap 0.3 0.4 1.2 1.2

Net (loss) gain on marketable securities held in trust fund ( 10.6 ) 3.2 6.0 ( 25.2 )

Other comprehensive income (loss) 136.1 ( 271.4 ) 183.0 6.4

Comprehensive income 515.2 772.4 1,021.1 2,235.9

Net (loss) on marketable securities held in trust fund ( 11.5 ) ( 19.9 ) ( 5.5 ) ( 45.1 )

Other comprehensive (loss) income ( 139.2 ) ( 394.5 ) 43.8 ( 388.1 )

Comprehensive (loss) income ( 136.1 ) 461.7 885.0 2,697.6

Comprehensive income attributable to noncontrolling interest 6.4 13.7 42.7 27.0

Comprehensive income attributable to Mosaic $ 503.8 $ 767.1 $ 984.8 $ 2,222.6

Comprehensive (loss) income attributable to Mosaic $ ( 142.5 ) $ 448.0 $ 842.3 $ 2,670.6

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions, except per share amounts)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets:

21 unchanged sentences

Other noncurrent liabilities 2,331.0 2,236.0

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,818,064 shares issued and 332,234,087 shares outstanding as of June 30, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022 3.3 3.4

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of September 30, 2023 and December 31, 2022 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,866,695 shares issued and 328,333,935 shares outstanding as of September 30, 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)

Six months ended

June 30, 2023 June 30, 2022

Nine months ended

September 30, 2023 September 30, 2022

Cash Flows from Operating Activities:

5 unchanged sentences

Accretion expense for asset retirement obligations 70.0 59.2

Accretion expense for leases 10.7 6.5

Share-based compensation expense 27.0 22.0

Unrealized loss (gain) on derivatives ( 40.2 ) ( 66.4 )

Unrealized loss on derivatives 11.5 16.5

Foreign currency adjustments ( 36.2 ) ( 41.1 )

Gain on sale of business ( 56.5 ) —

Pension settlement loss 42.4 —

Other 82.0 80.8

31 unchanged sentences

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

Cash, cash equivalents and restricted cash - June 30 $ 640.8 $ 857.4

Cash, cash equivalents and restricted cash - September 30 $ 601.8 $ 722.5

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Six months ended

June 30, 2023 June 30, 2022

Nine months ended

September 30, 2023 September 30, 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 $15.0 and $12.1 for the three and six months ended June 30, 2023 and 2022, respectively) $ 88.2 $ 84.1

Interest (net of amount capitalized of $24.1 and $19.2 for the three and nine months ended September 30, 2023 and 2022, respectively) $ 92.9 $ 87.0

Income taxes (net of refunds) 421.6 744.6

6 unchanged sentences

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

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

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

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

4 unchanged sentences

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

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

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

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

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

5 unchanged sentences

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

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

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

Balance as of June 30, 2023 332.2 $ 3.3 $ 8.1 $ 14,364.8 $ ( 1,971.2 ) $ 150.4 $ 12,555.4

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

Total comprehensive income — — — 369.0 134.8 11.4 515.2

Total comprehensive (loss) income — — — ( 4.2 ) ( 138.3 ) 6.4 ( 136.1 )

Vesting of restricted stock units — — ( 0.1 ) — — — ( 0.1 )

Stock based compensation — — 6.0 — — — 6.0

Share repurchases, including tax of $1.4 million ( 3.9 ) — ( 14.0 ) ( 137.5 ) — — ( 151.5 )

Dividends ($0.20 per share) — — — ( 66.6 ) — — ( 66.6 )

Equity to noncontrolling interests — — — — — ( 23.7 ) ( 23.7 )

Balance as of June 30, 2023 332.2 $ 3.3 $ 8.1 $ 14,364.8 $ ( 1,971.2 ) $ 150.4 $ 12,555.4

Balance as of September 30, 2023 328.3 $ 3.3 $ — $ 14,156.5 $ ( 2,109.5 ) $ 156.8 $ 12,207.1

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

5 unchanged sentences

Equity to noncontrolling interests — — — — — ( 25.5 ) ( 25.5 )

Balance as of June 30, 2023 332.2 $ 3.3 $ 8.1 $ 14,364.8 $ ( 1,971.2 ) $ 150.4 $ 12,555.4

Balance as of September 30, 2023 328.3 $ 3.3 $ — $ 14,156.5 $ ( 2,109.5 ) $ 156.8 $ 12,207.1

See Notes to Condensed Consolidated Financial Statements

7 unchanged sentences

• Our Phosphate business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients.

The Phosphate segment includes our 75 % interest in the Miski Mayo Phosphate Mine in Peru.

The Phosphate segment includes our 75 % interest in the Miski Mayo Phosphate Mine (“ Miski Mayo ”) in Peru.

These results are consolidated in the Phosphate segment.

36 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Other current assets

20 unchanged sentences

Operating lease obligation 57.9 50.7

Servicing liability 90.2 —

Other 550.8 754.8

7 unchanged sentences

$ 2,331.0 $ 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 Canpotex may occur prior to delivery of product to the end customer.

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.

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 June 30, Six Months Ended June 30,

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

2023 2022 2023 2022

Net income attributable to Mosaic $ 369.0 $ 1,035.9 $ 803.8 $ 2,217.9

Net income (loss) attributable to Mosaic $ ( 4.2 ) $ 841.7 $ 799.6 $ 3,059.6

Basic weighted average number of shares outstanding 331.5 344.2 333.0 356.5

1 unchanged sentence

Diluted weighted average number of shares outstanding 331.5 347.7 335.1 360.1

Basic net income per share attributable to Mosaic $ 1.11 $ 2.88 $ 2.41 $ 6.11

Diluted net income per share attributable to Mosaic $ 1.11 $ 2.85 $ 2.39 $ 6.05

A total of 0.7 million and 0.4 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2023, and zero and 0.1 million for the three and six months ended June 30, 2022, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Basic net income (loss) per share attributable to Mosaic $ ( 0.01 ) $ 2.45 $ 2.40 $ 8.58

Diluted net income (loss) per share attributable to Mosaic $ ( 0.01 ) $ 2.42 $ 2.39 $ 8.50

A total of 0.6 million and 0.4 million shares of common stock subject to issuance related to share-based awards for the three and nine months ended September 30, 2023, respectively, and 0.1 million for the three and nine months ended September 30, 2022 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Raw materials $ 113.8 $ 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 as of June 30, 2023 and December 31, 2022, respectively.

Mosaic had goodwill of $ 1.1 billion as of September 30, 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 ( 2.1 ) 1.1 — ( 1.0 )

Balance as of June 30, 2023 $ 1,026.8 $ 99.7 $ 12.1 $ 1,138.6

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

Balance as of September 30, 2023 $ 1,004.5 $ 98.7 $ 12.1 $ 1,115.3

We will perform our next annual goodwill impairment analysis for each of our reporting units as of October 31, 2023.

If our cash flow projections do not support carrying values for our reporting units or our common stock price significantly declines from current levels, a goodwill impairment charge may result in the future.

While we are currently assessing projections for our Mosaic Fertilizantes reporting unit, it is not possible at this time to determine if any such future impairment charge would result .

Marketable Securities Held in Trusts

9 unchanged sentences

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

As of June 30, 2023, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

As of September 30, 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 June 30, 2023 and December 31, 2022 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

June 30, 2023

The estimated fair value of the investments in the RCRA Trusts as of September 30, 2023 and December 31, 2022 are as follows:

September 30, 2023

Cash and cash equivalents $ ( 0.2 ) $ — $ — $ ( 0.2 )

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2023 and December 31, 2022 :

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

(in millions) Fair

9 unchanged sentences

$ 215.7 $ ( 21.0 ) $ 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 June 30, 2023.

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, 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.

June 30, 2023

September 30, 2023

Due in one year or less $ 16.8

3 unchanged sentences

Total debt securities $ 649.2

For the three and six months ended June 30, 2023, realized gains were $ 4.0 million and $ 9.1 million, respectively, and realized losses were $ 1.8 million and $ 15.2 million, respectively.

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

For the three and nine months ended September 30, 2023, realized gains were $ 0.1 million and $ 9.2 million, respectively, and realized losses were $ 5.7 million and $ 20.9 million, respectively.

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

Financing Arrangements

3 unchanged sentences

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

As of June 30, 2023 and December 31, 2022, there was no outstanding balance under this facility.

As of September 30, 2023 and December 31, 2022, there was no outstanding balance under this facility.

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 six months ended June 30, 2023, the Company sold approximately $ 346.2 million and $ 1.1 billion, respectively, of accounts receivable under this arrangement.

During the three and six months ended June 30, 2022, the Company sold approximately $ 15.0 million and $ 564.3 million, respectively.

During the three and nine months ended September 30, 2023, the Company sold approximately $ 115.4 million and $ 1.2 billion, respectively, of accounts receivable under this arrangement.

During the three and nine months ended September 30, 2022, the Company sold approximately $ 1.0 billion and $ 1.6 billion, respectively.

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

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

As of June 30, 2023 and December 31, 2022, $ 90.2 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.

As of September 30, 2023 and December 31, 2022, there were no amounts outstanding to be remitted to the bank.

Any outstanding amount would be classified in accrued liabilities on the Condensed Consolidated Balance Sheets.

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

3 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 98 to 180 days from date of shipment.

As of June 30, 2023 and December 31, 2022, the total structured accounts payable arrangements were $ 592.5 million and $ 751.2 million, respectively.

As of September 30, 2023 and December 31, 2022, the total structured accounts payable arrangements were $ 600.6 million and $ 751.2 million, respectively.

Commercial Paper Note Program

1 unchanged sentence

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

As of June 30, 2023, we had $ 199.7 million outstanding under this program, with a weighted average interest rate of 5.37 % and remaining average term of 10 days.

As of September 30, 2023, we had $ 299.6 million outstanding under this program, with a weighted average interest rate of 5.52 % and remaining average term of 10 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.

3 unchanged sentences

We may voluntarily prepay the outstanding principal without premium or penalty.

As of June 30, 2023 no amounts have been drawn under this facility.

As of September 30, 2023, no amounts have been drawn under this facility.

Asset Retirement Obligations

18 unchanged sentences

A reconciliation of our AROs is as follows:

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

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

40 unchanged sentences

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

As of June 30, 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 $ 328.9 million and $ 327.5 million, respectively.

As of September 30, 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 $ 365.3 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 six months ended June 30, 2023, gross unrecognized tax benefits increased by $ 3.5 million to $ 28.9 million.

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

reserves and foreign exchange.

During the nine months ended September 30, 2023, gross unrecognized tax benefits increased by $ 0.1 million to $ 25.5 million.

The increase is primarily related to recording reserves offset by settlements which occurred during the period.

If recognized, approximately $ 25.0 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 $ 6.1 million and $ 5.0 million as of June 30, 2023 and December 31, 2022, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

We had accrued interest and penalties totaling $ 5.7 million and $ 5.0 million as of September 30, 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 June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 9.9 million.

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

For the three months ended September 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 17.3 million.

The net tax benefit consisted primarily of the true up of estimates from our U.S.

tax return provision and other miscellaneous costs.

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

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.

incentives, changes in valuation allowances, withholding tax expense 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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Generally, for interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate, plus (2) tax expense items specific to the period.

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

For the three months ended June 30, 2023, income tax expense was not impacted by this set of rules.

For the six months ended June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 23.8 million.

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

For the nine months ended September 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 41.1 million.

The net tax benefit consisted primarily of the true up of estimates from our U.S.

and Canada tax return provision, share-based excess benefit, interest on effectively settled unrecognized tax benefits, 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.

On July 21, 2023, the Treasury Department issued Notice 2023-55 Temporary Relief Under Section 901 and 903 of the Internal Revenue Code.

The notice offers taxpayers the option to apply the former foreign tax credit regulations for the 2022 and 2023 tax years.

The temporary relief allows a portion of formerly disallowed 2022 and 2023 foreign taxes to be creditable.

The Company is currently assessing the financial statement impact and has not included any results associated with the notice in the six month period ended June 30, 2023.

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 June 30, 2023 and December 31, 2022.

As of June 30, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $ 46.0 million and $ 38.8 million, respectively, and the gross liability position of our liability instruments was $ 16.1 million and $ 50.1 million, respectively.

As of June 30, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) June 30, 2023 December 31, 2022

We had no fixed-to-floating interest rate swap agreements in effect as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $ 9.5 million and $ 38.8 million, respectively, and the gross liability position of our liability instruments was $ 31.1 million and $ 50.1 million, respectively.

As of September 30, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) September 30, 2023 December 31, 2022

Derivative Instrument Derivative Category Unit of Measure

1 unchanged sentence

Natural gas derivatives Commodity MMbtu 16.4 14.2

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Credit-Risk-Related Contingent Features

1 unchanged sentence

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

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2023 and December 31, 2022 was $ 10.9 million and $ 34.8 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2023 and December 31, 2022 was $ 20.3 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 June 30, 2023, we would have been required to post an additional $ 2.3 million of collateral assets, which are either cash or U.S.

If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2023, we would have been required to post an additional $ 16.4 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Counterparty Credit Risk

10 unchanged sentences

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

As of June 30, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $ 39.7 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 15.3 million and $ 49.2 million, respectively.

As of September 30, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $ 6.9 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 29.7 million and $ 49.2 million, respectively.

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

The commodity derivative instruments that we currently use are forward purchase contracts, swaps.

The commodity derivative instruments that we currently use are forward purchase contracts and swaps.

The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time.

3 unchanged sentences

As of June 30, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 6.3 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was $ 0.8 million and $ 0.9 million, respectively.

As of September 30, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 2.6 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was $ 1.4 million 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 June 30, 2023.

We did not hold any interest rate derivative positions as of September 30, 2023.

THE MOSAIC COMPANY

2 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Carrying Amount Fair Value Carrying Amount Fair Value

14 unchanged sentences

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

No share repurchases occurred in the three months ended June 30, 2023.

For the six months ended June 30, 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 .

During the three and nine months ended September 30, 2023, we repurchased 3,948,783 and 12,639,719 shares of Common Stock in the open market for approximately $ 150.0 million and $ 598.0 million, respectively.

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

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When combining the initial $ 400 million paid at the inception of the 2022 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 six months ended June 30, 2022, we repurchased 10,144,320 and 17,733,984 shares of Common Stock in the open market for approximately $ 558.0 million and $ 1.0 billion.

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

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

3 unchanged sentences

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

The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2023 and June 30, 2022:

The following table sets forth the changes in AOCI, net of tax, by component during the three and nine months ended September 30, 2023 and September 30, 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 June 30, 2023

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

Three Months Ended September 30, 2023

Balance at June 30, 2023 $ ( 1,908.9 ) $ ( 52.4 ) $ 7.6 $ ( 17.5 ) $ ( 1,971.2 )

Other comprehensive income (loss) ( 153.8 ) 43.0 0.5 ( 14.9 ) ( 125.2 )

2 unchanged sentences

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

Balance as of June 30, 2023 $ ( 1,908.9 ) $ ( 52.4 ) $ 7.6 $ ( 17.5 ) $ ( 1,971.2 )

Three Months Ended June 30, 2022

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

Balance as of September 30, 2023 $ ( 2,061.3 ) $ ( 27.1 ) $ 7.9 $ ( 29.0 ) $ ( 2,109.5 )

Three Months Ended September 30, 2022

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

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

2 unchanged sentences

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

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

Six Months Ended June 30, 2023

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

Nine Months Ended September 30, 2023

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

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 1.1 ) — — — ( 1.1 )

Balance as of June 30, 2023 $ ( 1,908.9 ) $ ( 52.4 ) $ 7.6 $ ( 17.5 ) $ ( 1,971.2 )

Six Months Ended June 30, 2022

Balance as of September 30, 2023 $ ( 2,061.3 ) $ ( 27.1 ) $ 7.9 $ ( 29.0 ) $ ( 2,109.5 )

Nine Months Ended September 30, 2022

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

3 unchanged sentences

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

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

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

THE MOSAIC COMPANY

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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 June 30, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $ 408.3 million and $ 56.8 million, respectively.

As of September 30, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $ 89.6 million and $ 56.8 million, respectively.

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

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

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

2023 2022 2023 2022

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

Marketing fees of approximately $ 3.6 million and $ 9.3 million, and $ 5.7 million and $ 9.0 million are included in revenue for the three and six months ended June 30, 2023 and 2022, respectively.

Marketing fees of approximately $ 3.6 million and $ 12.9 million, and $ 7.5 million and $ 16.6 million are included in revenue for the three and nine months ended September 30, 2023 and 2022, respectively.

Contingencies

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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 $ 174.4 million and $ 185.5 million as of June 30, 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.

Taking into consideration established accruals of approximately $ 144.2 million and $ 185.5 million as of September 30, 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.

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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 June 30, 2023, we have a reserve of $ 53.9 million for the estimated repairs.

Phase II work, which consists of injecting high pressure grout beneath the stack to restore the geological confining layer beneath it, began in early in 2023 and now is expected to conclude in the first quarter of 2024.

As of September 30, 2023, we have a reserve of $ 36.3 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 14 of our Notes to Consolidated Financial Statements.

These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements in our 10-K Report.

Other Environmental Matters.

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We believe that, pursuant to several indemnification agreements, our subsidiaries are entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by us or our subsidiaries to remedy environmental issues at certain facilities.

These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to, ARCO (BP);

These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to:

Beatrice Fund for Environmental Liabilities;

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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 $ 695.4 million.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 74.5 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2023.

Approximately $ 673.9 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 63.3 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2023.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 76.8 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2023.

Approximately $ 507.2 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 65.4 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 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.

19 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the three and six months ended June 30, 2023 and 2022 was as follows:

Segment information for the three and nine months ended September 30, 2023 and 2022 was as follows:

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

Three months ended June 30, 2023

Three months ended September 30, 2023

Net sales to external customers $ 898.8 $ 713.4 $ 1,730.6 $ 205.5 $ 3,548.3

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Depreciation, depletion and amortization expense 116.5 65.8 53.9 2.5 238.7

Three months ended June 30, 2022

Three months ended September 30, 2022

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

7 unchanged sentences

Depreciation, depletion and amortization expense 120.9 76.0 28.5 3.8 229.2

Six months ended June 30, 2023

Nine months ended September 30, 2023

Net sales to external customers $ 2,951.7 $ 2,449.7 $ 4,492.7 $ 652.5 $ 10,546.6

7 unchanged sentences

Depreciation, depletion and amortization expense 362.1 209.8 123.3 7.7 702.9

Six months ended June 30, 2022

Nine months ended September 30, 2022

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

7 unchanged sentences

Depreciation, depletion and amortization expense 374.4 234.1 80.4 12.0 700.9

As of June 30, 2023 $ 9,482.1 $ 9,627.0 $ 5,630.6 $ ( 1,599.5 ) $ 23,140.2

As of September 30, 2023 $ 9,460.0 $ 9,622.7 $ 4,976.4 $ ( 1,404.7 ) $ 22,654.4

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

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

For the three and six months ended June 30, 2023, distribution operations in India and China collectively had revenue of $ 171.7 million and $ 438.5 million, respectively, and gross margin of $( 44.3 ) million and $( 55.1 ) million, respectively.

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

For the three and nine months ended September 30, 2023, distribution operations in India and China collectively had revenue of $ 204.1 million and $ 642.6 million, respectively, and gross margin of $ 12.4 million and $( 42.7 ) million, respectively.

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2023 2022 2023 2022

2 unchanged sentences

209.9 968.9 942.0 2,355.2

Canada 134.8 271.2 215.9 501.7

India 89.5 144.9 210.9 144.9

China 123.8 64.5 358.6 530.2

Japan 59.5 45.3 98.0 71.8

India 80.3 163.3 291.2 308.2

Paraguay 80.2 71.7 177.0 166.6

Argentina 24.2 82.7 43.1 136.3

Colombia 23.4 69.7 62.4 101.9

Canada 58.8 182.2 274.7 683.9

Japan 33.1 32.8 131.1 104.6

Peru 30.2 17.4 52.2 27.9

Mexico 27.7 29.4 118.8 157.8

Argentina 27.2 93.0 70.3 229.3

Australia 20.4 — 47.8 63.0

Colombia 16.8 7.3 79.2 109.2

Honduras 4.9 1.5 25.2 25.7

Dominican Republic 2.0 11.6 13.1 24.9

Australia 7.1 39.4 27.4 64.3

Other 18.8 28.9 54.7 71.3

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2023 2022 2023 2022

9 unchanged sentences

____________________________________________

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

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

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

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