MOSAIC CO 10-K

mos-20231231 Table of Co ntent UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-K ______________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 001-32327 ______________________________ The Mosaic Co mpany (Exact name of registrant as specified in its charter) ______________________________ Delaware 20-1026454 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 101 East Kennedy Blvd Suite 2500 Tampa , Florida 33602 ( 800 ) 918-8270 (Address and zip code of principal executive offices and registrant’s telephone number, including area code) ______________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Stock, par value $0.01 per share MOS New York Stock Exchange ______________________________ Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2023, the aggregate market value of the registrant’s voting common stock held by stockholders, other than directors, executive officers, subsidiaries of the Registrant and any other person known by the Registrant as of the date hereof to beneficially own ten percent or more of any class of Registrant’s outstanding voting common stock, and consisting of shares of Common Stock, was approximately $ 11.6 billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date. Table of Co ntent Indicate the number of shares outstanding of each of the registrant’s classes of common stock: 321,688,938 shares of Common Stock as of February 16, 2024. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the 2024 Annual Meeting of Stockholders (Part III) Table of Co ntent 2023 ANNUAL REPORT ON FORM 10-K CONTENTS Part I: Page Item 1. Business 1 • Overview 1 • Business Segment Information 3 • Sales and Distribution Activities 14 • Competition 15 • Factors Affecting Demand 17 • Other Matters 17 • Executive Officers 20 Item 1A. Risk Factors 21 Item 1B. Unresolved Staff Comments 34 Item 1C. Cybersecurity 34 Item 2. Properties 36 Item 3. Legal Proceedings 86 Item 4. Mine Safety Disclosures 87 Part II: Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 88 Item 6. Reserved 89 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 89 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 89 Item 8. Financial Statements and Supplementary Data 89 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 89 Item 9A. Controls and Procedures 89 Item 9B. Other Information 90 Part III: Item 10. Directors, Executive Officers and Corporate Governance 91 Item 11. Executive Compensation 91 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 91 Item 13. Certain Relationships and Related Transactions, and Director Independence 91 Item 14. Principal Accounting Fees and Services 91 Part IV. Item 15. Exhibits and Financial Statement Schedules 92 Item 16. Annual Report on Form 10-K Summary 98 Signatures S- 1 Financial Table of Contents F- 1 Table of Co ntent PART I. Item 1. Business. OVERVIEW The Mosaic Company is the world’s leading producer and marketer of concentrated phosphate and potash crop nutrients. Through our broad product offering, we are a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. We serve customers in approximately 40 countries. We are the second largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North America and Brazil. We are the leading fertilizer production and distribution company in Brazil. We mine phosphate rock in Florida, Brazil and Peru. We process rock into finished phosphate products at facilities in Florida, Louisiana and Brazil. We are typically one of the top four global potash producers in the world. We mine potash in Saskatchewan, New Mexico and Brazil. We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as an equity investment in a joint venture that operates a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia. Our operations serve the top four nutrient-consuming countries in the world: China, India, U.S. and Brazil. The Mosaic Company is a Delaware corporation that was incorporated in March 2004 and serves as the parent company of the business that was formed through the October 2004 combination of IMC Global Inc. (“ IMC ”) and the fertilizer businesses of Cargill, Incorporated. We are publicly traded on the New York Stock Exchange under the ticker symbol “MOS” and are headquartered in Tampa, Florida. We conduct our business through wholly- and majority-owned subsidiaries as well as businesses in which we own less than a majority or a non-controlling interest. We are organized into three reportable business segments: Phosphates, Potash and Mosaic Fertilizantes. 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. The following charts show the respective contributions to 2023 sales volumes, net sales and gross margin for each of our business segments in effect at December 31, 2023: We account for approximately 12% of estimated global annual phosphate production. We also account for approximately 13% of estimated global annual potash production. Phosphates Segment – We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally. We account for approximately 80% of estimated North American annual production of concentrated phosphate crop nutrients. 1 Table of Co ntent Potash Segment – We sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients. We account for approximately 35% of estimated North American annual potash production. Mosaic Fertilizantes Segment – We produce and sell phosphate- and potash-based crop nutrients, and animal feed ingredients, in Brazil. In addition to five phosphate rock mines, four chemical plants and a potash mine in Brazil, this segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay. The Mosaic Fertilizantes segment also serves as a distribution outlet for our Phosphates and Potash segments. We account for approximately 72% of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil. As used in this report: • “ Mosaic ” or “ Company ” means The Mosaic Company; • “ we , ” “ us , ” and “ our ” refer to Mosaic and its direct and indirect subsidiaries, individually or in any combination; • “ Cargill ” means Cargill, Incorporated and its direct and indirect subsidiaries, individually or in any combination; • “ Cargill Crop Nutrition ” means the crop nutrient business we acquired from Cargill in the Combination; • “ Combination ” means the October 22, 2004 combination of IMC and Cargill Crop Nutrition; and statements as to our industry position reflect information from the most recent period available. Business Developments during 2023 • In January 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and the approximately 7,000 acres on which it sits for net proceeds of $158 million. The Resort is a destination resort and conference center, which we developed in an area of previously mined land as part of our long-term business strategy to maximize the value and utility of our extensive land holdings in Florida. In addition to a hotel and conference center, the Resort includes multiple golf courses, a clubhouse and ancillary facilities. The sale resulted in a gain of $57 million. • In the first quarter of 2023, we purchased the other 50% interest of equity of Gulf Sulphur Services (“ GSS ”), which gives us full ownership and secures control of our sulfur supply chain in the Gulf of Mexico. • In the first quarter of 2023, our Board of Directors approved a special dividend of $0.25 per share to be distributed in March to our stockholders of record as of March 15, 2023. In the fourth quarter of 2023, our Board of Directors approved a regular dividend increase to $0.84 per share annually from $0.80, beginning with the dividend declared in December 2023. • In February 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. In 2023, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $748 million. This includes 5,624,574 shares that we purchased under the 2023 ASR Agreement. • In May 2023, we entered into a 10-year senior unsecured term loan facility pursuant to which we can draw up to $700 million. The term loan matures on May 18, 2033. We may voluntarily prepay the outstanding principal without premium or penalty. As of December 31, 2023, $500 million has been drawn under this facility. • In 2023, we paid the outstanding balance of $900 million on our 4.25% senior notes, due November 15, 2023, without premium or penalty. On December 4, 2023, we issued new 5.375% senior notes consisting of $400 million aggregate principal, amount due 2028. • In 2021, the U.S. Department of Commerce (“ DOC ”) issued countervailing duty (“ CVD ”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic. The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ ITC ”) determination that the imports materially injure the U.S. fertilizer industry. The purpose of the CVD orders was to remedy the injury and thereby restore fair competition. CVD orders normally stay in place for at least five years, with possible extensions. Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade (“ CIT ”) seeking to overturn the orders. Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we 2 Table of Co ntent believe, failed to capture the full extent of Moroccan and Russian subsidies. These litigation challenges remain underway. Most recently, in January 2024, DOC and the ITC issued revised determinations on remand from the CIT, upholding their original determinations that Moroccan phosphate fertilizer is unfairly subsidized, and that Moroccan and Russian imports materially injure the U.S. industry, respectively. The CIT is now reviewing these remand determinations. Also in January 2024, the CIT issued a ruling affirming DOC's original determinations that Russian phosphate fertilizer is unfairly subsidized. When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports. In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021. DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro. Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT. DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022. The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization. We have included additional information about these and other developments in our business during 2023 in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ Management’s Analysis ”) and in the Notes to Consolidated Financial Statements. Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes, which are the equivalent of 2,205 pounds, or 1.102 tons (U.S. standard), unless we specifically state that we mean short or long ton(s), which are the equivalent of 2,000 pounds and 2,240 pounds, respectively. In addition, we measure natural gas, a raw material used in the production of our products, in MM BTU, which stands for one million British Thermal Units (“ BTU ”). One BTU is equivalent to 1.06 Joules. Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with Subpart 1300 of Regulation S-K (“ S-K 1300 ”). S-K 1300 requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year, both in the aggregate and for each of our individually material mining properties. We have four material properties: Belle Plaine, Esterhazy, Florida and Tapira. See Item 2. “Properties,” for further information regarding mineral reserves and resource and discussion of our material mining properties. This report includes market share and industry data and forecasts that we obtained from publicly available information and industry publications, surveys, market research, internal company surveys and consultant surveys. We believe these sources to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal company surveys, industry forecasts and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. BUSINESS SEGMENT INFORMATION The discussion below of our business segment operations should be read in conjunction with the following information that we have included in this report: • The risk factors discussed in this report in Part I, Item 1A, “Risk Factors”. • Our Management’s Analysis. • The financial statements and supplementary financial information in our Consolidated Financial Statements (“ Consolidated Financial Statements ”). This information is incorporated by reference into this section from Part II, Item 8, “Financial Statements and Supplementary Data”. 3 Table of Co ntent Phosphates Segment Our Phosphates 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. We have a 75% economic interest in the Miski Mayo Phosphate Mine in Peru ( “ Miski Mayo Mine ” ), which is included in the results of our Phosphates segment. The following map shows the locations of each of our phosphate concentrates plants in the U.S. and each of our active, temporarily idled, and planned phosphate mine locations, including beneficiation plants, in Florida. The reserves associated with our Ona, Florida location have been allocated to other active mines based on our future mining plans: U.S. Phosphate Crop Nutrients and Animal Feed Ingredients Our U.S. Phosphate operations have capacity to produce approximately 4.5 million tonnes of phosphoric acid (“ P 2 O 5 ”) per year, or about 7% of world annual capacity and about 60% of North American annual capacity. P 2 O 5 is produced by reacting finely ground phosphate rock with sulfuric acid. P 2 O 5 is the key building block for the production of high analysis or concentrated phosphate crop nutrients and animal feed products and is the most comprehensive measure of phosphate capacity and production and a commonly used benchmark in our industry. Our U.S. P 2 O 5 production totaled approximately 3.0 million tonnes during 2023. Our U.S. operations account for approximately 6% of estimated global annual production and 54% of estimated North American annual output. Our phosphate crop nutrient products are marketed worldwide to crop nutrient manufacturers, distributors, retailers and farmers. Our principal phosphate crop nutrient products are: 4 Table of Co ntent • Diammonium Phosphate (18-46-0): Diammonium Phosphate (“ DAP ”) is the most widely used high-analysis phosphate crop nutrient worldwide. DAP is produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. This initial reaction creates a slurry that is then pumped into a granulation plant where it is reacted with additional ammonia to produce DAP. DAP is a solid granular product that is applied directly or blended with other solid plant nutrient products, such as urea and potash. • Monoammonium Phosphate (11-52-0): Monoammonium Phosphate (“ MAP ”) is the second most widely used high-analysis phosphate crop nutrient. MAP is also produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. The resulting slurry is then pumped into the granulation plant where it is reacted with additional P 2 O 5 to produce MAP. MAP is a solid granular product that is applied directly or blended with other solid plant nutrient products. • MicroEssentials ® is a value-added ammoniated phosphate product that is enhanced through a patented process that creates very thin platelets of sulfur and other micronutrients, such as zinc, on the granulated product. The patented process incorporates both the sulfate and elemental forms of sulfur, providing season-long availability to crops. Production of our animal feed ingredients products is located at our New Wales, Florida facility. We market our feed phosphate primarily under the leading brand names of Biofos ® and Nexfos ® . Annual capacity by plant as of December 31, 2023 and production volumes by plant for 2023 are listed below: (tonnes in millions) Phosphoric Acid Processed Phosphate (a) /DAP/MAP/ MicroEssentials ® /Feed Phosphate Operational Capacity (b) Operational Capacity (b) Facility Production (c) Production (c) Florida: Bartow 1.1 0.8 2.5 1.9 New Wales 1.7 1.1 4.0 2.4 Riverview 0.9 0.7 1.8 1.4 3.7 2.6 8.3 5.7 Louisiana: Faustina — — 1.6 0.9 Uncle Sam 0.8 0.4 — — 0.8 0.4 1.6 0.9 Total 4.5 3.0 9.9 6.6 ______________________________ (a) Our ability to produce processed phosphates has been less than our annual operational capacity stated in the table above, except to the extent we purchase P 2 O 5 . Factors affecting actual production are described in note (c) below. (b) Operational capacity is our estimated long-term capacity based on an average amount of scheduled down time, including maintenance and scheduled turnaround time, and product mix, and no significant modifications to operating conditions, equipment or facilities. (c) Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, maintenance and turnaround time, accidents, mechanical failure, product mix, and other operating conditions. The P 2 O 5 produced at Uncle Sam is shipped to Faustina, where it is used to produce DAP, MAP and MicroEssentials ® . Our Faustina plant also manufactures ammonia that is mostly consumed in our concentrate plants. We produced approximately 6.2 million tonnes of concentrated phosphate crop nutrients during 2023 and accounted for approximately 80% of estimated North American annual production. Phosphate Rock Phosphate rock is the key mineral used to produce phosphate crop nutrients and feed phosphate. Our Florida phosphate rock mines produced approximately 10.0 million tonnes in 2023 and accounted for approximately 47% of estimated North American annual production. We are the world’s second largest miner of phosphate rock (excluding China) and currently 5 Table of Co ntent operate four mines in North America with a combined annual capacity of approximately 18.0 million tonnes. Additionally, we own 75% of the Miski Mayo Mine, which has an annual capacity of 4.8 million tonnes. Production of one tonne of DAP requires between 1.6 and 1.7 tonnes of phosphate rock. All of our wholly-owned phosphate mines and related mining operations in North America are located in central Florida. During 2023, we operated three active mines in Florida: Four Corners, South Fort Meade and Wingate. We plan to explore and develop the DeSoto property and the South Pasture property, which was previously idled, to offset future depletion at our Florida properties. We have a 75% economic interest in the Miski Mayo Mine, which allows us to supplement our other produced rock to meet our overall fertilizer production needs and is the primary source of rock for our Louisiana operations. We have the right to use or sell to third parties 75% of the Miski Mayo Mine’s annual production. See “Item 2. Properties” for a discussion of our phosphate mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material phosphate mining properties. Investment in Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC” ) We own a 25% interest in MWSPC and, in connection with our equity share, we are entitled to market approximately 25% of MWSPC’s production. MWSPC consists of a mine and two chemical complexes (the “ Project ”) that produce phosphate fertilizers and other downstream phosphates products in the Kingdom of Saudi Arabia. The greenfield project was built in the northern region of Saudi Arabia at Wa’ad Al Shamal Minerals Industrial City and included further expansion of processing plants in Ras Al Khair Minerals Industrial City, which is located on the east coast of Saudi Arabia. Ammonia operations commenced in late 2016 and on December 1, 2018, MWSPC commenced commercial operations of the phosphate plant, thereby bringing the entire project to the commercial production phase and an annual production capacity of 3.0 million tonnes. Actual phosphate production was 3.1 million tonnes in 2023. The Project benefits from the availability of key raw nutrients from sources within Saudi Arabia. Sulfur We use molten sulfur at our phosphates concentrates plants to produce sulfuric acid, primarily for use in our production of P 2 O 5 . We purchased approximately 3.3 million long tons of sulfur during 2023. We purchase the majority of this sulfur from North American oil and natural gas refiners who are required to remove or recover sulfur during the refining process. Production of one tonne of DAP requires approximately 0.40 long tons of sulfur. We procure our sulfur from multiple sources and receive it by truck, rail, barge and vessel, either directly at our phosphate plants or have it sent for gathering to terminals that are located on the U.S. gulf coast. In addition, we use formed sulfur received through Tampa, Florida ports, which are delivered by truck to our New Wales facility and melted through our sulfur melter. We own and operate sulfur terminals in Riverview and Tampa, Florida, along with Galveston, Texas and Faustina, Louisiana. We also lease terminal space in Beaumont, Texas. We have long-term time charters on two ocean-going tugs/barges and one ocean-going vessel that transports molten sulfur from the Texas terminals to Tampa. We then further transport by truck to our Florida phosphate plants. Our sulfur logistic assets also include a large fleet of leased railcars that supplement our marine sulfur logistic system. Our Louisiana operations are served by truck from nearby refineries. Although sulfur is readily available from many different suppliers and can be transported to our phosphate facilities by a variety of means, sulfur is an important raw material used in our business that has in the past been, and may in the future, be the subject of volatile pricing and availability. Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to current transportation or terminaling facilities. Changes in the price of sulfur or disruptions to sulfur transportation or terminaling facilities could have a material impact on our business. We have included a discussion of sulfur prices in our Management’s Analysis. Ammonia We use ammonia together with P 2 O 5 to produce DAP, MAP and MicroEssentials ® . We consumed approximately 1.0 million tonnes of ammonia during 2023. Production of one tonne of DAP requires approximately 0.23 tonnes of ammonia. We purchase approximately one-third of our ammonia from various suppliers in the spot market with the remaining two-thirds either purchased through our ammonia supply agreement (the “ CF Ammonia Supply Agreement ”) with an affiliate of CF Industries Inc. (“ CF ”) or produced internally at our Faustina, Louisiana location. 6 Table of Co ntent Our Florida ammonia needs are currently supplied under multi-year contracts with both domestic and offshore producers. Ammonia for our Florida plants is terminaled through owned ammonia facilities at the Port of Tampa and Port Sutton, Florida. Ammonia is transported by pipeline from the terminals to our production facilities. We have service agreements with the operators of the pipelines for Bartow, New Wales and Riverview, which provide service through June 30, 2025 with two year auto-renewal provisions unless either party objects. Under the CF Ammonia Supply Agreement, we purchased 562,000 metric tonnes in 2023. On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025. We are confident that we will continue to have adequate sources of supply for ammonia at competitive pricing. We produce ammonia at Faustina, Louisiana primarily for our own consumption. Our annual capacity is approximately 530,000 tonnes. From time to time, we sell surplus ammonia to unrelated parties and/or may transport surplus ammonia to the Port of Tampa. In certain circumstances, we source ammonia from alternative sources to receive at Faustina. Although ammonia is readily available from many different suppliers and can be transported to our Phosphate facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and may in the future be, the subject of volatile pricing. In addition, alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities. Changes in the price of ammonia or disruptions to ammonia transportation or terminaling could have a material impact on our business. We have included a discussion of ammonia prices in our Management’s Analysis. Natural Gas for Phosphates Natural gas is the primary raw material used to manufacture ammonia. At our Faustina facility, ammonia is manufactured on site. The majority of natural gas is purchased through firm delivery contracts based on published index-based prices and is sourced from Texas and Louisiana via pipelines interconnected to the Henry Hub. We use over-the-counter swap and/or option contracts to forward price portions of future natural gas purchases. We typically purchase approximately 15.5 million MM BTU of natural gas per year for use in ammonia production at Faustina. Our ammonia requirements for our Florida operations are purchased rather than manufactured on site. Therefore, while we typically purchase approximately 2.7 million MM BTU of natural gas per year in Florida, it is only used as a thermal fuel for various phosphate production processes. Florida Land Holdings We are a significant landowner in the State of Florida, which has in the past been considered one of the fastest areas of population growth in the U.S. We have land holdings totaling over 368,000 acres. These landholdings give Mosaic access to phosphate rock reserves and exist as fee simple, mining agreements or mineral rights. Some of our land holdings are needed to operate our Phosphates business, while a portion of our land assets, such as certain reclaimed properties, are no longer required for our ongoing operations. As a general matter, more of our reclaimed property becomes available for uses other than for phosphate operations each year. Our real property assets are generally comprised of concentrates plants, port facilities, phosphate mines and other property which we have acquired through our presence in Florida. Our long-term future land use strategy is to optimize the value of our land assets. Potash Segment We are one of the leading potash producers in the world. We mine and process potash in Canada and the U.S. and sell potash in North America and internationally. The term “potash” applies generally to the common salts of potassium. Muriate of potash (“ MOP ”) is the primary source of potassium for the crop nutrient industry. Red MOP has traces of iron oxide. The granular and standard grade red MOP products are well suited for direct fertilizer application and bulk blending. White MOP has a higher percent potassium oxide (“ K 2 O ”). White MOP, besides being well suited for the agricultural market, is used in many industrial applications. We also produce a double sulfate of potash magnesia product, which we market under our brand name K-Mag ® , at our Carlsbad, New Mexico facility. Our potash products are marketed worldwide to crop nutrient manufacturers, distributors and retailers and are also used in the manufacturing of mixed crop nutrients and, to a lesser extent, in animal feed ingredients. We also sell potash to customers for industrial use. In addition, our potash products are used for de-icing and as a water softener regenerant. 7 Table of Co ntent In 2023, we operated three potash mines in Canada, including two shaft mines and one solution mine, as well as one potash shaft mine in the U.S. Esterhazy, the largest Potash mine in the world, is expected to complete full ramp up of capacity and production during 2024 or early 2025. The K3 expansion has been supplying the capacity and production needed since the closure of the K1 and K2 mines in the second quarter of 2021. Decommissioning of the K1 and K2 shafts at our Esterhazy, Saskatchewan mine was completed in 2022. The Colonsay mine was idled through the first half of 2023 and returned to production in July 2023. We utilize the Colonsay mine as needed to help meet market demand. Mosaic leases approximately 291,500 acres of mineral rights from the government of Saskatchewan, and approximately 99,700 acres of freehold mineral rights in the Kronau/Regina area, which have not been developed. We pay Canadian resource taxes consisting of the Potash Production Tax and resource surcharge. The Potash Production Tax is a Saskatchewan provincial tax on potash production and consists of a base payment and a profits tax. We also pay a percentage of the value of resource sales from our Saskatchewan mines. In addition to the Canadian resource taxes, royalties are payable to the mineral owners in respect of potash reserves or production of potash. We have included a further discussion of the Canadian resource taxes and royalties in our Management’s Analysis. 8 Table of Co ntent The map below shows the location of each of our potash properties: Our North American potash annualized operational capacity totals 11.5 million tonnes of product per year and accounts for approximately 14% of world annual capacity and 41% of North American annual operational capacity. Production during 2023 totaled 8.3 million tonnes. We account for approximately 13% of estimated world annual production and 35% of estimated North American annual production. 9 Table of Co ntent The following table shows, for each of our potash mines, annual capacity as of December 31, 2023 and finished product output for 2023: (tonnes in millions) Facility Annualized Proven Peaking Capacity (a)(c) Annual Operational Capacity (a)(b)(e) Finished Product (b) Canada Belle Plaine—MOP (d) 3.9 3.0 2.8 Colonsay—MOP (d)(f) 2.6 1.5 0.6 Esterhazy—MOP (d)(g) 6.3 6.3 4.4 Canadian Total 12.8 10.8 7.8 United States Carlsbad—K-Mag ®(h) 0.9 0.7 0.5 United States Total 0.9 0.7 0.5 Totals 13.7 11.5 8.3 ______________________________ (a) Finished product. (b) Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, maintenance and turnaround time, the quality of the reserves and the nature of the geologic formations we are mining at any particular time, accidents, mechanical failure, product mix, and other operating conditions. (c) Represents full capacity assuming no turnaround or maintenance time. (d) The annualized proven peaking capacity shown above is the capacity currently used to determine our share of Canpotex, Limited (“ Canpotex ”) sales. Canpotex members’ respective shares of Canpotex sales are based upon the members’ respective proven peaking capacities for producing potash. When a Canpotex member expands an existing mine, the new capacity is added to that member’s proven peaking capacity based on either a 90-day production run at the maximum production levels or an engineering audit of the expansion performed by an independent engineering firm in accordance with approved protocols. The annual operational capacity of a mine reported in the table above can exceed the annualized proven peaking capacity until the proving run or engineering audit has been completed. Subject to Note (g), our current entitlement percentage of Canpotex is 36.2%. (e) Annual operational capacity is our estimated potash production capacity based on the quality of reserves and the nature of the geologic formations expected to be mined, milled and/or processed over the long term, average amount of scheduled down time, including maintenance and scheduled turnaround time, and product mix, and no significant modifications to operating conditions, equipment or facilities. Operational capacities will continue to be updated to the extent new production results impact ore grades assumptions. (f) Our Colonsay mine operates as a swing mine to meet market demands. We have the ability to reach an annual operating capacity of 2.1 million tonnes over time by increasing our staffing levels and investment in mine development activities. (g) Following completion of our Esterhazy K3 expansion project, a third-party audit assessed our Esterhazy Facility's nameplate capacity at 7.8 million tonnes. We are currently working with Canpotex through established procedures to determine our adjusted Canpotex entitlement percentage based on our Esterhazy Facility's audited productive capacity. (h) K-Mag ® is a specialty product that we produce at our Carlsbad facility. See Item 2. “Properties” for a discussion of our potash mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material potash mining properties. Natural Gas Natural gas is used at our Belle Plaine solution mine as a fuel to produce steam and to dry potash products. The steam is used to generate electricity and provide thermal energy to the evaporation, crystallization and solution mining processes. The Belle Plaine solution mine typically accounts for approximately 80% of our Potash segment’s total natural gas requirements for potash production. At our shaft mines, natural gas is used as a fuel to heat fresh air supplied to the shaft mines and for drying potash products. Combined natural gas usage for both the solution and shaft mines totaled 16.6 million MM BTU during 2023. We purchase our natural gas requirements on firm delivery index price-based physical contracts and on short-term spot-priced physical contracts. Our Canadian operations purchase physical natural gas from companies in Alberta and Saskatchewan using AECO price indices references and transport the gas to our plants via the TransGas pipeline system. The U.S. potash operation in New Mexico purchases physical gas in the southwest respective regional market using the El Paso 10 Table of Co ntent San Juan Basin market pricing reference. We use financial derivative contracts to manage the pricing on portions of our natural gas requirements. Mosaic Fertilizantes Segment Our Mosaic Fertilizantes segment owns and operates mines, chemical plants, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay, which produce and sell concentrated phosphates crop nutrients, phosphate-based animal feed ingredients and pot a sh fertilizer. The following map shows the locations of our operations in Brazil and Paraguay: We are the largest producer and one of the largest distributors of blended crop nutrients for agricultural use in Brazil. We produce and sell phosphate- and potash-based crop nutrients, and animal feed ingredients through our operations. Our operations in Brazil include five phosphate mines, four chemical plants and a potash mine. We own and operate ten blending plants in Brazil and one blending plant and port in Paraguay. We are currently constructing a one million tonne distribution facility in northern Brazil in Palmeirante. In addition, we lease several other warehouses and blending units depending on sales and production levels. We also have a 62% ownership interest in Fospar, S.A. (“ Fospar ”). Fospar owns and operates an SSP (defined below) granulation plant, which produces approximately 0.5 million tonnes of SSP per year, and a deep-water port and throughput warehouse terminal facility in Paranagua, Brazil. The port facility at Paranagua handles approximately 11 Table of Co ntent 3.6 million tonnes of imported crop nutrients. In 2023, Mosaic Fertilizantes sold approximately 9.7 million tonnes of crop nutrient products and accounted for approximately 20% of fertilizer shipments in Brazil. We have the capability to annually produce approximately 4.5 million tonnes of phosphate- and potash-based crop nutrients and animal feed ingredients. Crop nutrient products produced are marketed to crop nutrient manufacturers, distributors, retailers and farmers. In addition to producing crop nutrients, Mosaic Fertilizantes purchases phosphates, potash and nitrogen products which are either used to produce blended crop nutrients (“ Blends ”) or for resale. In 2023, Mosaic Fertilizantes purchased 1.4 million tonnes of phosphate-based products, primarily MicroEssentials ® , from our Phosphates segment, and 2.1 million tonnes of potash products from our Potash segment and Canpotex. Phosphate Crop Nutrients and Animal Feed Ingredients Our Brazilian phosphates operations have capacity to produce approximately 1.1 million tonnes of P 2 O 5 per year, or about 70% of Brazilian annual capacity. Phosphoric acid is produced by reacting ground phosphate rock with sulfuric acid. P 2 O 5 is the key building block for the production of high analysis or concentrated phosphate crop nutrients and animal feed products and is the most comprehensive measure of phosphate capacity and production and a commonly used benchmark in our industry. Our Brazilian phosphoric acid production totaled approximately 1.0 million tonnes in 2023 and accounted for approximately 84% of Brazilian annual output. Our principal phosphate crop nutrient products are: • Monoammonium Phosphate (11-52-0) ( “ MAP ” ): MAP is a crop nutrient composed of two macronutrients, nitrogen and phosphoric acid. This slurry is added inside a rotary drum type granulator with ammonia to complete the neutralization reaction and produce MAP. • Triple superphosphate ( “ TSP ” ): TSP is a highly concentrated phosphate crop nutrient. TSP is produced from the phosphate rock reaction with phosphoric acid in a kuhlmann type reactor. The process for the production of TSP in Brazil is run of pile where the product undergoes a curing process of approximately seven days for later granulation. • Single superphosphate ( “ SSP ” ): SSP is a crop nutrient with a low concentration of phosphorus that is used in agriculture because of the sulfur content in its formulation. SSP is produced from mixing phosphate rock with sulfuric acid in a kuhlmann or malaxador type reactor. After the reaction, the product goes to the curing process and then feeds the granulation units. • Dicalcium phosphate ( “ DCP ” ): Dicalcium phosphate is produced by the reaction of desulphurized phosphoric acid with limestone. At Uberaba, it is produced from the reaction of concentrated phosphoric acid with limestone slurry. At Cajati, the phosphoric acid is diluted with dry limestone. The reaction of the DCP occurs in a kuhlmann or spinden type reactor. Our primary mines and chemical plants are located in the states of Minas Gerais, São Paulo, and Goias. Production of our animal feed ingredients products is located at our Uberaba, Minas Gerais and Cajati, São Paulo facilities. We market our feed phosphate primarily under the brand name Foscálcio. Annual capacity and production volume by plant as of December 31, 2023 are listed below: (tonnes of ore in millions) Phosphoric Acid Processed Phosphate (a) (MAP/TSP/SSP/DCP/Feed) Facility Capacity (b) Production (c) Capacity (b) Production (c) Phosphate Uberaba 0.9 0.8 2.0 1.6 Cajati 0.2 0.2 0.5 0.4 Araxá — — 1.1 0.8 Catalão — — 0.4 0.3 Total 1.1 1.0 4.0 3.1 ______________________________ 12 Table of Co ntent (a) Our ability to produce processed phosphates has been less than our annual operational capacity as stated in the table above, except to the extent we purchase phosphoric acid. Factors affecting actual production are described in note (c) below. (b) The annual production capacity was calculated using the hourly capacity, days stopped for annual maintenance and OEE (historical utilization factor and capacity factor). (c) Actual production varies from annual operational capacity shown in the table above due to factors that include, among others, the level of demand for our products, maintenance and turnaround time, accidents and mechanical failure. The phosphoric acid produced at Cajati is used to produce DCP. The phosphoric acid produced at Uberaba is used to produce MAP, TSP and DCP. We produced approximately 2.6 million tonnes of concentrated phosphate crop nutrients during 2023 which accounted for approximately 48% of estimated Brazilian annual production. Phosphate Rock Phosphate rock is the key mineral used to produce phosphate crop nutrients and animal feed product. Our phosphate rock production in Brazil totaled approximately 3.9 million tonnes in 2023, which accounted for approximately 70% of estimated Brazilian annual production. We are the largest producer of phosphate rock in Brazil and currently have an annual capacity of approximately 4.6 million tonnes. During 2023, we operated five properties; Araxá, Patrocínio and Tapira, in the state of Minas Gerais; Catalão, in the state of Goiás; and Cajati, in the state of São Paulo. Production of one tonne of MAP requires 1.6 to 1.7 tonnes of phosphate rock. Production of one tonne of SSP requires between 0.6 to 0.7 tonnes of phosphate rock. Production of one tonne of TSP requires 1.4 tonnes of phosphate rock. See Item 2. “Properties” for a discussion of our Brazilian mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individually material Brazilian properties. We are required to pay royalties to mineral owners and resource taxes to the Brazilian government for phosphate and potash production. The resource taxes, known as Compensação Financeira pela Exploração de Recursos Minerais or CFEM , are regulated by the National Mining Agency. In 2023, we paid royalties and resource taxes of approximately $15.5 million. Sulfur We use molten sulfur at our phosphates concentrates plants to produce sulfuric acid, one of the key components used in the production of phosphoric acid. We consumed approximately 1.2 million long tons of sulfur for our own production during 2023. We purchase approximately 21% of the volume under annual supply agreements from oil and natural gas refiners, who are required to remove or recover sulfur during the refining process. The remaining 79% is purchased in the spot market. Sulfur is imported through the Tiplam port and transported by rail to the Uberaba plant and by truck to the Araxá and Cajati locations. Although sulfur is readily available from many different suppliers and can be transported to our phosphate facilities by a variety of means, sulfur is an important raw material used in our business that has in the past been, and could in the future be, subject to volatile pricing and availability. Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to current transportation or terminaling facilities. Changes in the price of sulfur or disruptions to sulfur transportation or terminaling facilities could have a material impact on our business. Ammonia We use ammonia, together with phosphoric acid, to produce MAP, and to a lesser extent for SSP production. We consumed approximately 129,710 tonnes of ammonia during 2023. Production of one tonne of MAP requires approximately 0.137 tonnes of ammonia. We purchase all of our ammonia under a long-term supply agreement with two suppliers. Ammonia is imported through the Tiplam port and transported by truck to Uberaba, Araxá and Catalão. We own approximately 1% of the Tiplam terminal in Santos, São Paulo. Our ownership percentage, along with a contractual agreement, guarantee us unloading priority for ammonia and also provide us unloading capacity for rock, sulfur and crop nutrients. 13 Table of Co ntent Although ammonia is readily available from many different suppliers and can be transported to our phosphates facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and in the future could be, subject to volatile pricing. Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities. Changes in the price of ammonia or disruptions to ammonia transportation or terminaling could have a material impact on our business. Brazilian Potash We conduct potash operations through the leased Taquari-Vassouras shaft mine, which is the only potash mine in Brazil, located in Rosário do Catete in the Brazilian state of Sergipe. We also own a related refinery at the site. We produce and sell potash product domestically. MOP is the primary source of potassium for the crop nutrient industry in Brazil. Red MOP has traces of iron oxide. The granular and standard grade red MOP products are well-suited for direct fertilizer application and bulk blending. Our potash product is marketed in Brazil to crop nutrient manufacturers, distributors and retailers and is also used in the manufacturing of crop nutrients. In 2023, we paid royalties of approximately $9.8 million related to the leasing of potash assets and mining rights for Taquari. Land Holdings Mosaic Fertilizantes owns properties and the surface rights of certain rural lands comprising over 34,000 hectares (84,000 acres) in the States of São Paulo, Minas Gerais, Goiás, Paraná, Mato Grosso, Santa Catarina, Bahia and Sergipe, and has the right to mine additional properties which contain phosphate rock or potash reserves. Most of our land holdings are needed to operate our phosphate and potash production and fertilizer distribution businesses. A portion of our land assets may no longer be required for our current operations and may be leased to third parties, for agricultural or other purposes, or may be set aside for mineral or environmental conservation. Our real property assets are generally comprised of concentrates plants, port facilities and phosphate and potash mines, crop nutrient blending and bagging facilities and other properties which we have acquired through our presence in Brazil. India and China Distribution Businesses Our China and India distribution businesses market phosphate-, potash- and nitrogen-based crop nutrients and provide other ancillary services to wholesalers, cooperatives, independent retailers, and farmers in the Asia-Pacific regions. These operations provide our Phosphates and Potash segments access to key markets outside of North and South America and serve as a marketing agent for our Phosphates segment. In 2023, the India and China operations purchased 341,047 tonnes of phosphate-based products from our Phosphates segment and MWSPC, and 742,528 tonnes of potash products from our Potash segment and Canpotex. They also purchase phosphates, potash and nitrogen products from unrelated third parties, which we either use to produce blended crop nutrients or for resale. In China, we own two 300,000-tonne per year capacity blending plants. In 2023, we sold approximately 271,000 tonnes of Blends and distributed another 1,073,000 tonnes of phosphate and potash crop nutrients in China. In India, we have distribution facilities to import and sell crop nutrients. In 2023, we distributed approximately 536,000 tonnes of phosphate and potash crop nutrient products in India. SALES AND DISTRIBUTION ACTIVITIES United States and Canada We have a U.S. and Canada sales and marketing team that serves our business segments. We sell to wholesale distributors, retail chains, cooperatives, independent retailers and national accounts. Customer service and the ability to effectively minimize the overall supply chain costs are key competitive factors in the crop nutrient and animal feed ingredients businesses. In addition to our production facilities, to service the needs of our customers, we own or have contractual throughput or other arrangements at strategically located distribution warehouses along or near the Mississippi and Ohio Rivers, as well as in other key agricultural regions of the U.S. and Canada. From these facilities, we distribute Mosaic-produced phosphate and potash products for customers who in turn resell the product into the distribution channel or directly to farmers in the U.S. and Canada. 14 Table of Co ntent We own port facilities in Tampa, Florida which have deep water berth capabilities providing access to the Gulf of Mexico. We also own warehouse distribution facilities in: Rosemount, Minnesota; Pekin, Illinois; and Henderson, Kentucky. In addition to the facilities that we own, our U.S. distribution operations also include leased distribution space or contractual throughput agreements in other key geographical areas including California, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, Texas and Wisconsin. Our Canadian customers include independent dealers and national accounts. We also lease or own warehouse facilities in Saskatchewan, Ontario, Quebec and Manitoba in Canada. International Outside of the U.S. and Canada, we market our Phosphates segment’s products through our Mosaic Fertilizantes segment and our China and India distribution businesses, as well as a salesforce focused on geographies outside of North America. The countries that account for the largest amount of our phosphates sales outside the U.S., by volume, are Brazil, Canada, Mexico and Colombia. Our sales of potash products outside of the U.S. and Canada are made through Canpotex. Canpotex sales are allocated among its members based on peaking capacity. In 2023, our entitlement percentage of Canpotex was 36.2%. Our potash exports from Carlsbad are sold through our own sales force. We also market our Potash segment’s products through our Mosaic Fertilizantes segment and our China and India distribution businesses, which acquire potash primarily through Canpotex. The countries that account for the largest amount of international potash sales, by volume, are Brazil, China, Indonesia, India and Malaysia. To service the needs of our customers, our Mosaic Fertilizantes segment includes a network of strategically located sales offices, crop nutrient blending and bagging facilities, port terminals and warehouse distribution facilities that we own and operate. The blending and bagging facilities primarily produce Blends from phosphate, potash and nitrogen. The average product mix in our Blends (by volume) contains approximately 19% nitrogen, 51% phosphate and 30% potash, although this mix differs based on seasonal and other factors. All of our production in Brazil is consumed within the country. Our India and China distribution businesses also includes a network of strategically located sales offices, crop nutrient blending and bagging facilities, port terminals and warehouse distribution facilities. These businesses serve primarily as a sales outlet for our North American phosphates production, as well as additional phosphate production we market from our MWSPC joint venture, both for resale and as an input for Blends. Our Potash segment also has historically furnished the majority of the raw materials needs for the production of Blends, primarily via Canpotex, and is expected to continue to do so in the future. Other Products With a strong brand position in a multi-billion dollar animal feed ingredients global market, our Phosphates segment supplies animal feed ingredients for poultry and livestock to customers in North America, Latin America and Asia. Our potash sales to non-agricultural users are primarily to large industrial accounts and the animal feed industry. Additionally, in North America, we sell potash for de-icing and as a water softener regenerant. In Brazil, we also sell phosphogypsum. In 2023, we announced the formation of the Mosaic Biosciences platform, a global initiative to bring the latest science and innovation to the agricultural market. The Mosaic Biosciences portfolio includes biological fertilizer complements which improve nutrient use efficiency and enhance plant growth and vigor. COMPETITION Because crop nutrients are global commodities available from numerous sources, crop nutrition companies compete primarily on the basis of delivered price. Other competitive factors include product quality, cost and availability of raw materials, customer service, plant efficiency and availability of product. As a result, markets for our products are highly competitive. We compete with a broad range of domestic and international producers, including farmer cooperatives, subsidiaries of larger companies, and independent crop nutrient companies. Foreign competitors may have access to less expensive raw materials, may not have to comply with as stringent regulatory requirements or are owned or subsidized by governments and, as a result, may have cost advantages over North American companies. We believe that our extensive North American and 15 Table of Co ntent international production and distribution system provides us with a competitive advantage by allowing us to achieve economies of scale, transportation and storage efficiencies, and obtain market intelligence. Also, we believe our performance products, such as MicroEssentials ® , provide us a competitive advantage with customers in North and South America. Unlike many of our competitors, we have our own distribution system to sell phosphate- and potash-based crop nutrients and animal feed ingredients, whether produced by us or by other third parties, around the globe. In North America, we have one of the largest and most strategically located distribution systems for crop nutrients, including warehouse facilities in key agricultural regions. We also have an extensive network of distribution facilities internationally, including in the key growth regions of South America and Asia, with port terminals, warehouses, and blending plants in Brazil, Paraguay, China, and India. Our global presence allows us to efficiently serve customers in approximately 40 countries. Phosphates Segment Our Phosphates segment operates in a highly competitive global market. Among the competitors in the global phosphate industry are domestic and foreign companies, as well as foreign government-supported producers in Asia and North Africa. Phosphate producers compete primarily based on price, as well as product quality, service and innovation. Major integrated producers of feed phosphates are located in the U.S., Europe and China. Many smaller producers are located in emerging markets around the world. Many of these smaller producers are not miners of phosphate rock or manufacturers of phosphoric acid and are required to purchase this material on the open market. We believe that we are a low-cost integrated producer of phosphate-based crop nutrients, due in part to our scale, vertical integration and strategic network of production and distribution facilities. As the world’s second largest producer of concentrated phosphates, as well as the second largest miner of phosphate rock in the world and the largest in the U.S., we maintain an advantage over some competitors as the scale of operations effectively reduces production costs per unit. We are also vertically integrated to captively supply one of our key inputs, phosphate rock, to our phosphate production facilities. We believe that our position as an integrated producer of phosphate rock provides us with a significant cost advantage over competitors that are non-integrated phosphate producers. In addition, our ownership in the Miski Mayo Mine allows us to supplement our overall phosphate rock needs. MWSPC enables us to not only further diversify our sources of phosphates but also improve our access to key agricultural countries in Asia. We produce ammonia at our Faustina, Louisiana concentrates plant in quantities sufficient to meet approximately one third of our total ammonia needs in North America. We do not have ammonia production capacity within Florida to serve our Florida operations, but we have capacity to supply a portion of our requirements by transporting produced ammonia from Louisiana to Florida. We purchase additional ammonia from world markets and thus are subject to significant volatility in our purchase price of ammonia. The CF Ammonia Supply Agreement provides us with a supply of a substantial volume of ammonia at prices based on the price of natural gas. With our dedicated sulfur transportation barges and tugs, and our ownership of GSS, we are also well-positioned to source an adequate, flexible and cost-effective supply of sulfur, our third key input, to our Florida and Louisiana phosphate production facilities. We believe that our investments in sulfur logistical and melting assets continue to afford us a competitive advantage compared to other producers in cost and access to sulfur. With facilities in both central Florida and Louisiana, we are logistically well positioned to fulfill our material needs at very competitive prices. Those multiple production points also afford us the flexibility to optimally balance supply and demand. Potash Segment Potash is a commodity available from several geographical regions around the world and, consequently, the market is highly competitive. Through our participation in Canpotex, we compete outside of North America against various independent and state-owned potash producers. Canpotex has substantial expertise and logistical resources for the international distribution of potash, including strategically located export assets in Portland, Oregon, St. John, New Brunswick and Vancouver, British Columbia. Our principal methods of competition with respect to the sale of potash include product pricing and offering consistent, high-quality products and superior service. We believe that our potash cost structure is competitive in the industry and should improve as we continue to complete our potash expansion projects. 16 Table of Co ntent Mosaic Fertilizantes The Mosaic Fertilizantes segment operates in a highly competitive market in Brazil. We compete with a broad range of domestic and international producers, including farmer cooperatives, subsidiaries of larger companies, and independent crop nutrient companies. We believe that having a vertically integrated business, internationally but also in Brazil, provides us with a competitive advantage by allowing us to achieve economies of scale, transportation and storage efficiencies, and obtain market intelligence. Mosaic Fertilizantes has a wide variety of customers including farmers, blenders, and other local distributors. We compete with local businesses that offer a wide variety of products that are available from many sources. We believe the strategic location of our mines and chemical plants, in close proximity to our customers, and the benefit of our own distribution network, gives us an advantage over most of our competitors. The vertical integration of our wholly-owned production, along with our distribution network, as well as our focus on product innovation and customer solutions, position us with an advantage over many of our competitors. We have a strong brand in Brazil. In addition to having access to our own production, our distribution activities have the capability to supply a wide variety of crop nutrients to our dealer and farmer customer base. FACTORS AFFECTING DEMAND Our results of operations historically have reflected the effects of several external factors which are beyond our control and have in the past produced significant downward and upward swings in operating results. Revenues are highly dependent upon conditions in the agriculture industry and can be affected by, among other factors: crop conditions; changes in agricultural production practices; worldwide economic conditions, including the increasing world population, household incomes, and demand for more protein-rich food, particularly in developing regions such as China, India and Latin America; changing demand for biofuels; variability in commodity pricing; governmental policies; the level of inventories in the crop nutrient distribution channels; customer expectations regarding farmer economics, future crop nutrient prices and availability, and transportation costs, among other matters; market trends in raw material costs; market prices for crop nutrients; and weather. Furthermore, our crop nutrients business is seasonal to the extent farmers and agricultural enterprises in the markets in which we compete purchase more crop nutrient products during the spring and fall. The international scope of our business, spanning the northern and southern hemispheres, reduces to some extent the seasonal impact on our business. The degree of seasonality of our business can change significantly from year to year due to conditions in the agricultural industry and other factors. The seasonal nature of our businesses requires significant working capital for inventory in advance of the planting seasons. We sell products throughout the world. Unfavorable changes in trade protection laws, policies and measures, government policies and other regulatory requirements affecting trade; unexpected changes in tax and trade treaties; and strengthening or weakening of foreign economies as well as political relations with the U.S. may cause sales trends to customers in one or more foreign countries to differ from sales trends in the U.S. Our international operations are subject to risks from changes in foreign currencies, or government policy, which can affect local farmer economics. OTHER MATTERS Employees We had 14,049 employees as of December 31, 2023, consisting of approximately 10,352 salaried and 3,697 hourly employees. This includes approximately 289 salaried and 424 hourly employees at the Miski Mayo Mine, of which we own 75% and its results are consolidated within our results of operations. Labor Relations As of December 31, 2023: • We had eight collective bargaining agreements with unions covering certain hourly employees in the U.S. and Canada. Of these employees, approximately 33% are covered under agreements that expire in 2024. All are expected to collectively bargain for new contracts in 2024. 17 Table of Co ntent • We had agreements with 35 unions covering all employees in Brazil. More than one agreement may govern our relations with each of these unions. In general, the agreements are renewable on an annual basis. Failure to renew any of our union agreements could result in a strike or labor stoppage that could have a material adverse effect on our operations. However, we have not experienced a significant work stoppage in many years and historically have had good labor relations. Information Available on our Website Our Annual Report Form on 10-K (“ Form 10-K ” ) , Quarterly Reports on Form 10-Q (“ Form 10-Q ”), Current Reports on Form 8-K (“ Form 8-K ”), and amendments thereto, filed with the Securities and Exchange Commission (“ SEC ”) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder are made available free of charge on our website (www.mosaicco.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These reports are also available on the SEC’s website (www.sec.gov). The information contained on our website and the SEC’s website is not being incorporated in this report. HUMAN CAPITAL Our employees are the foundation of our Company. Our 14,049 colleagues embody Mosaic’s core values of innovation, collaboration, drive and responsibility, and are the key to enabling us to execute our mission to help the world grow the food it needs. As of December 31, 2023, our regular employee base was made up of the following: Country Male Female Total Brazil 5,853 1,325 7,178 United States 3,273 627 3,900 Canada 1,674 300 1,974 Peru 635 78 713 China 107 51 158 India 60 7 67 Paraguay 34 17 51 Saudi Arabia 8 — 8 Total 11,644 2,405 14,049 Mosaic is committed to the well-being and development of our employees by creating and cultivating an innovative and collaborative workplace that welcomes, values and respects diversity of people, thoughts, and perspectives; a workplace free of discrimination and intolerant of bias. As part of Mosaic’s strategic priorities, we are committed to prioritizing our internal culture and external partnerships to meet our commitments to our employees and stakeholders and to be an employer of choice for generations to come. Employee Health and Safety –Safety is a top priority and we strive for zero harm to people and zero environmental incidents. Through the implementation of the Mosaic Management System, we have established a structured approach to effectively manage and control risk for the safety and well-being of our colleagues, the environment and our stockholders. The management system defines processes that help support a safe work environment and establish a continuous improvement cycle to adjust for changing conditions and identified risks. Global Worker Wellness –extending beyond safety, our wellness programs seek to improve the well-being of our employees – and their families – in the areas of physical and psychological health, and financial security. These programs include health screenings, insurance plans, psychological health training and mental health resources, as well as our Environmental, Health and Safety ( “ EHS ” ) Risk Reduction Program, various trainings and flexible schedules. Development –Mosaic believes in continually investing in people and their lifelong learning. Mosaic holds training events throughout the year across all of our locations, invests in leadership competencies through facilitated learning opportunities and hosts an online education platform through Workday Learning, which all employees are encouraged to access for mandatory and self-guided education. Mosaic offers companywide educational reimbursement programs to help employees in 18 Table of Co ntent each of our operating companies acquire new skills and capabilities to better meet their job responsibilities and provide for future career opportunities within the Company. Mosaic supports membership in numerous professional associations and encourages participation in work-related external networking groups • In 2023, Mosaic continued its programs to help employees gain the knowledge and skills that we believe will be necessary for the next evolution of our business. Like any company, Mosaic experiences turnover and the need to replace talent related to retirement and succession. Mosaic seeks to minimize unwanted turnover through its talent review, succession management, performance management, and compensation processes. For certain roles critical to our operations, such as engineering, operations, and employee health and safety professionals, we maintain specific talent programs, internal development strategies, apprentice and Co-Op programs and recruitment pipelines. Community –Mosaic is a thoughtful and engaged neighbor who invests carefully and generously through long-term partnerships with organizations that are making a difference. We are proud to support organizations and initiatives that create growth and leave a lasting impact in our communities in three main focus areas: food, water and local community. In 2023, we invested $16.7 million. In addition to philanthropic grants and sponsorships of local programs, we also support and facilitate volunteerism by our employees. Similarly, we participate on local committees, boards, and associations focused on contributing to the vitality of the people and communities around us. • 2023 was the third year of the Mosaic Employee Giving Program (the “ Program ”) that provides employees with flexibility to connect their personal causes to corporate giving, matching and volunteerism opportunities. The Program aligns to Mosaic’s strategic priorities, our 2025 Environmental, Social and Governance performance targets, and companywide 2030 global diversity and inclusion goals. Employees can take advantage of Company matching funds through financial contributions, volunteering on personal time, or both - in North America this can be up to $2,000 annually. Our 2030 diversity and inclusion goal for community investment provides intentional focus to support underserved or underrepresented populations in regions where we operate. In 2023, 29 percent of our global giving met this focus. Diversity, Inclusion and Equal Opportunities –in 2023, Mosaic’s Diversity and Inclusion Program continued to advance progress, engaging in several initiatives to advance Mosaic’s commitments to our employees and stakeholders, increase accountability, and promote a more diverse and inclusive environment. Initiatives included launching a self-identification campaign which gives employees the opportunity to voluntarily provide personal characteristics that create more individual visibility and provides Mosaic with a better and deeper understanding of our workforce, helping to identify meaningful policies, programs and benefits that lead to a more inclusive culture. We continued to make progress towards our previously announced global 2030 representation goals and are driving accountability into the business units by establishing business-level initiatives and programs to address opportunities to progress towards a more diverse and inclusive workforce. We continued to build leadership competencies by providing education on enabling authentic connections, establishing trust and modeling inclusive behaviors and provided an online, curated, self-directed learning platform to employees to continue their own learning journeys. We are building awareness and recognition through embedded learning moments, leader-led roundtable discussions and a quarterly Diversity & Inclusion Newsletter. We continue to refocus and expand our recruitment efforts to create a more diverse talent pipeline, partnering with our executive-led Employee Inclusion Networks to help identify additional opportunities to attract qualified, diverse talent and are working towards advancing our talent acquisition processes to be more inclusive. Additional information about our human capital, including our diversity and inclusion goals for 2030, is available in the sustainability report posted on our website. The information contained on our website is not being incorporated in this report. • Pay equity is fundamental to our compensation philosophy and our commitment to diversity and inclusion. Mosaic annually evaluates pay equity and compensation practices to ensure fair and equitable treatment of employees based on our pay-for-performance framework. In 2023, Mosaic established internal analytical capabilities and restructured our pay equity process to bring more employees within scope across our global operations and to enhance our assessment of pay disparities. The results of our assessment revealed outliers without adequate business justifications. Mosaic intends to address each of the instances during our 2024 compensation cycle. Pay equity will be reviewed internally every year and we expect to conduct external independent reviews every three years. 19 Table of Co ntent INFORMATION ABOUT OUR EXECUTIVE OFFICERS Information regarding our executive officers as of February 22, 2024 is set forth below: Name Age Position Philip E. Bauer 51 Senior Vice President, General Counsel and Corporate Secretary Bruce M. Bodine Jr. 52 Chief Executive Officer, President and Director Clint C. Freeland 55 Executive Vice President and Chief Financial Officer Walter F. Precourt III 59 Senior Vice President and Chief Administrative Officer Corrine D. Ricard 60 Senior Vice President - Digital Strategy Karen A. Swager 53 Executive Vice President - Operations Yijun (“Jenny”) Wang 56 Executive Vice President - Commercial Philip E. Bauer . Mr. Bauer was promoted to Senior Vice President, General Counsel and Corporate Secretary in January 2023. Since joining Mosaic in 2007, Mr. Bauer has managed legal support for business development activities, potash operations, offshore finance, commercial transactions and corporate governance. Most recently, he was the Vice President - Growth and Development where he helped drive strategic vision across the organization. Prior to Mosaic, he was a partner at an international law firm where he focused his practice on mergers and acquisitions, public and private securities offerings and public company compliance matters, as well as general business advising. Mr. Bauer earned his Juris Doctor degree from The George Washington University Law School in Washington D.C., his Bachelor of Science in Foreign Service with honors from Georgetown University’s School of Foreign Service where he majored in international politics, and his Master of Business Administration from the Kellogg School of Management at Northwestern University. Bruce M. Bodine Jr . Mr. Bodine was elected our Chief Executive Officer effective January 2024 and our President effective August 2023. He previously served as our Senior Vice President - North America from April 2020 to August 2023, and as our Senior Vice President - Phosphates from January 2019 to April 2020 during which time he also provided executive oversight for the corporate procurement organization. Prior to that, Mr. Bodine served as Senior Vice President - Potash (from June 2016 to December 31, 2018); as Vice President - Potash (from April to May 2016); as Vice President - Supply Chain (from August 2015 to March 2016); as Vice President - Operations Business Development (from October 2014 to August 2015); as Vice President - Operations for our Esterhazy and Colonsay potash production facilities (from July 2013 to October 2014); as the General Manager, Esterhazy (from September 2012 to June 2013); and as the General Manager, Four Corners (from March 2010 to August 2012). Before that, Mr. Bodine held various plant and mine development management positions in the Phosphates segment beginning with Mosaic’s formation in 2004. Clint C. Freeland . Mr. Freeland was elected our Executive Vice President and Chief Financial Officer in November 2023 and had previously served as our Senior Vice President and Chief Financial Officer since June 2018. Prior to joining Mosaic, Mr. Freeland served as Executive Vice President and Chief Financial Officer of Dynegy Inc. from July 2011 until Dynegy’s merger with Vistra Energy Corp. in April 2018. Mr. Freeland was responsible for Dynegy’s financial affairs, including finance and accounting, treasury, tax and banking and credit agency relationships. Prior to joining Dynegy, Mr. Freeland served as Senior Vice President, Strategy & Financial Structure of NRG Energy, Inc (“ NRG ”). from February 2009 to July 2011. Mr. Freeland served as NRG’s Senior Vice President and Chief Financial Officer from February 2008 to February 2009 and its Vice President and Treasurer from April 2006 to February 2008. Prior to joining NRG, Mr. Freeland held various key financial roles within the energy sector. Walter F. Precourt III . Mr. Precourt was elected our Senior Vice President and Chief Administrative Officer in November 2023. In this role, Mr. Precourt has responsibility for the Company’s Human Resources, Public Affairs, Procurement and Shared Services teams. He had previously served as our Senior Vice President - Strategy and Growth since January 1, 2019. From June 2016 through March 2020 he also provided executive oversight for the EHS organization. He previously served as Senior Vice President - Phosphates and provided executive oversight for the corporate procurement organization from June 2016 until January 1, 2019, as Senior Vice President - Potash Operations from May 2012 to June 2016, and before that he led the Environment, Health and Safety organization since joining Mosaic in 2009. Prior to joining Mosaic, Mr. Precourt was employed by cement and mineral component producer Holcim (U.S.) where he initially led its safety transformation and later became Vice President of Environment and Government Affairs. Mr. Precourt started his career at The Dow Chemical Company where he served in a variety of roles in Operations, Technology, Capital Project Management, and Environmental, 20 Table of Co ntent Health and Safety. Mr. Precourt served as a director and was the past Chairman of the Board of the Saskatchewan Potash Producers Association and was a director of Fertilizer Canada. Corrine D. Ricard . Ms. Ricard was elected Mosaic’s Senior Vice President – Digital Strategy in January 2024 after serving as our Senior Vice President - Mosaic Fertilizantes since November 15, 2019. Prior to that she served as Senior Vice President - Commercial since February 2017, Senior Vice President - Human Resources from April 2012 to February 2017, and before that she held a number of other leadership positions at Mosaic, including Vice President - International Distribution, Vice President - Business Development and Vice President - Supply Chain. Prior to Mosaic’s formation, Ms. Ricard worked for Cargill in various roles, including risk management, supply chain and commodity trading. Ms. Ricard serves on the board of directors for Canpotex Limited, the Canadian potash marketing association, and Carlisle Companies, a publicly traded company. Karen A. Swager . Ms. Swager was elected our Executive Vice President – Operations in November 2023. In this role, Ms. Swager is responsible for the Company’s enterprise-wide operations, including the Environment, Health and Safety ( “ EHS ” ) organization, and the North America Supply Chain organization. Ms. Swager had previously served as our Senior Vice President - Supply Chain, including executive oversite for the Procurement and corporate EHS teams, since April 1, 2020. From January 1, 2019 until her appointment as Senior Vice President - Supply Chain, she served as Senior Vice President - Potash. Previously, Ms. Swager held leadership positions at Mosaic, including Vice President - Minerals, Vice President - Mining Operations and General Manager in our Phosphates business. She also led the mine planning and strategy group for the Phosphates business. Ms. Swager serves as a director of MVM Resources International, B.V., the general partner of Compañia Minera Miski Mayo S.R.L., the joint venture that operates the mines in Peru, and as a director of SSR Mining Inc., a publicly traded company. Yijun (“Jenny”) Wang . Ms. Wang was elected Executive Vice President – Commercial in January 2024 after serving as the Company’s Senior Vice President – Global Strategic Marketing since May 2023. From January 2022 until May 2023, Ms. Wang served as our Senior Vice President - Global Strategic Marketing, Head of China and India. From October 15, 2020 until her current appointment, Ms. Wang served as Vice President - Global Strategic Marketing. Prior to October 2020, Ms. Wang served as Vice President - Global Product Management and International Distribution and before May 2019, Ms. Wang served as Country Head for China. Ms. Wang serves on the Board of Directors of Canpotex Limited, the Canadian potash marketing association. Our executive officers are generally elected to serve until their respective successors are elected and qualified or until their earlier death, resignation or removal. No “family relationships,” as that term is defined in Item 401(d) of Regulation S-K, exist among any of the listed officers or between any such officer and any member of our Board of Directors. Item 1A. Risk Factors . Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties described below. Operational Risks Our operating results are highly dependent upon and fluctuate based upon business, economic and other conditions and governmental policies affecting the agricultural industry in which we or our customers operate. These factors are outside of our control and may significantly affect our profitability. The most important factors are: • weather and field conditions (particularly during periods of traditionally high crop nutrients application); • quantities of crop nutrients imported and exported; • current and projected inventories and prices, which are heavily influenced by U.S. exports and world-wide markets; and • governmental policies, including farm and biofuel policies, which may directly or indirectly influence the number of acres planted, the level of inventories, the mix of crops planted or crop prices or otherwise negatively affect our operating results. International market conditions and the effects of recent countervailing duty orders, which are also outside of our control, may also significantly influence our operating results. The international market for crop nutrients is influenced by such 21 Table of Co ntent factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, including subsidy policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries and other regulatory policies of foreign governments, as well as the laws and policies of the U.S. affecting foreign trade and investment, including use of tariffs. In 2021, the DOC issued CVD orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic. The orders were based on DOC’s determination that the imports were unfairly subsidized, and the U.S. International Trade Commission’s determination that the imports materially injure the U.S. phosphate fertilizer industry. The purpose of the CVD orders was to remedy the injury and thereby restore fair competition. CVD orders normally stay in place for at least five years, with possible extensions. Moroccan and Russian producers have initiated actions at the CIT seeking to overturn the orders. Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies. These litigation challenges remain underway. Most recently, in January 2024, DOC and the ITC issued revised determinations on remand from the CIT, upholding their original determinations that Moroccan phosphate fertilizer is unfairly subsidized, and that Moroccan and Russian imports materially injure the U.S. industry, respectively. The CIT is now reviewing these remand determinations. Also in January 2024, the CIT issued a ruling affirming DOC’s original determinations that Russian phosphate fertilizer is unfairly subsidized. When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports. In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021. DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro. Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT. DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022. The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization. A reversal of, or change in, the ITC’s or DOC’s prior determination in the CVD investigations could have an adverse effect on our business, financial condition or operating results. Pandemics, epidemics or other health outbreaks could materially adversely affect our business operations and financial condition. Pandemics, epidemics or other health outbreaks have, and could again, adversely affect the global economy and have, and could again, significantly disrupt our operations, key suppliers or third-party logistics providers, customers and ultimate end-users. These disruptions could arise due to the spread of the outbreak and/or from measures to contain or mitigate it such as quarantines and extended closures of businesses mandated by government authorities. For example, the Covid-19 pandemic adversely affected our businesses in multiple ways, including by creating short-term labor shortages, due to illness, and transportation issues, such as trucking delays and port congestion, which slowed delivery of inputs to our facilities and products to our end customers. The full impact of another public health event depends on various factors any of which could materially increase our costs, negatively impact our revenue and/or adversely impact our results of operations and liquidity, possibly to a significant degree. A public health event could also have the effect of heightening many of the other risks described in this Item 1A of this Form 10-K. Unfavorable worldwide economic and market conditions could adversely affect our business, financial condition or operating results. Economic and market conditions, including inflation, supply chain challenges, high interest rates and foreign exchange volatility, have and may continue to have an impact on our business. Our production costs have increased due to higher prices for raw materials, including purchased nitrogen, sulfur and ammonia, as well as supply chain challenges, including increased costs and delays caused by transportation and labor shortages. These adverse economic events have adversely affected, and may continue to adversely affect our operating results. 22 Table of Co ntent Our crop nutrient business is seasonal and varies based on application rates, which may result in carrying significant amounts of inventory and seasonal variations in working capital, and our inability to predict future seasonal crop nutrient demand accurately may result in excess inventory or product shortages. The use of crop nutrients is seasonal and varies based on application rates. Farmers tend to apply crop nutrients during two short application periods, the strongest one in the spring, before planting, and the other in the fall, after harvest. As a result, the strongest demand for our products typically occurs during the spring planting season, with a second period of strong demand following the fall harvest. In contrast, we generally produce our products throughout the year. As a result, we and our customers generally build inventories during the low demand periods of the year in order to provide timely product availability during the peak sales seasons. The seasonality of crop nutrient demand results in our sales volumes and net sales typically being the highest during the North American spring season and our working capital requirements typically being the highest just prior to the start of the spring season. Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns. If seasonal demand exceeds our projections, we will not have enough product, which would negatively impact our profitability. If seasonal demand is less than we expect, we will have excess inventory and higher working capital and liquidity requirements. The degree of seasonality of our business can change significantly from year to year due to conditions in the agricultural industry and other factors. Changes in transportation costs can affect our sales volumes and selling prices. Delivery costs are a significant factor in the total cost to customers. As a result, changes in transportation costs, or in customer expectations about them, may adversely affect our sales volumes and prices. A disruption at our production, distribution or terminaling facilities could have a material adverse impact on our business. The risk of material disruption increases when demand for our products results in high operating rates at our facilities. We conduct our operations through a limited number of key production, distribution and terminaling facilities. These facilities include our phosphate mines and concentrates plants; our potash mines; and the ports and other distribution facilities through which we, Canpotex and the other joint ventures in which we participate, conduct our respective businesses, as well as other commercial arrangements with unrelated third parties. Any disruption of operations at any of these facilities may significantly negatively affect our production or our ability to distribute our products. Examples of the types of events that could result, and have resulted, in a disruption at these facilities include: adverse weather; strikes or other work stoppages; civil unrest; deliberate, malicious acts, including acts of terrorism and armed conflict; political or economic instability; cyberattacks; changes in permitting, financial assurance or certain environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with the other member of Canpotex and the other joint ventures in which we participate and their or our exit from participation in such joint ventures; other changes in our commercial arrangements with unrelated third parties; brine inflows at our Esterhazy, Saskatchewan mine or our other shaft mines; mechanical failure and accidents or other failures occurring in the course of operating activities, including at our gypstacks, clay settling areas and tailing dams; accidents occurring in the course of operating activities; lack of truck, rail, barge or ship transportation; and other factors. Reduced oil refinery operating rates in North America could have a material adverse impact on our business, financial condition or operating results. Reduced oil refinery operating rates in the U.S. and Canada could, and have resulted in, the past, in decreased availability of molten sulfur, which could increase costs of sulfur procurement or decrease availability of sulfur needed in our phosphate fertilizer production operations. If it becomes necessary to procure sulfur at higher costs, and if we are unable to pass those costs on in our product prices, or if we are unable to procure sulfur at volumes necessary for our operations, such events could have a material adverse effect on our phosphate business, and/or our financial condition or operating results. Key inputs for the production of our finished goods, including fertilizer, sulfur and ammonia, and energy used in our businesses in the past have been and may in the future be the subject of volatile pricing and availability. Changes in 23 Table of Co ntent the price or availability of these key inputs for production of finished goods have had, and could again have, a material adverse impact on our businesses. Fertilizer is a key input for production of our blended finished goods products. Natural gas, ammonia and sulfur are key raw materials used in the manufacture of phosphate crop nutrient products. Natural gas is used as both a chemical feedstock and a fuel to produce anhydrous ammonia, which is a raw material used in the production of concentrated phosphate products. Natural gas is also a significant energy source used in the potash solution mining process. From time to time, our profitability has been and may in the future be adversely impacted by the price and availability of these key inputs and other energy costs. For example, the ongoing conflict between Russia and Ukraine and the related sanctions have led, and may continue to lead, to disruption and instability in global markets, supply chains and volatile pricing and availability of these key inputs and raw materials. Because most of our products are commodities, there can be no assurance that we will be able to pass through increased costs to our customers. A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business. In addition, under an ammonia supply agreement with CF, we have agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price to be determined by a formula based on the prevailing price of U.S. natural gas. If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of this agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could become a competitive disadvantage. At times, we have paid considerably more for ammonia under the agreement than what we would have paid had we purchased it in the spot market. On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025. The contract allows for either party to exercise rights on certain dates through 2032 that can result in changes to terms and conditions. We are subject to risks associated with our international sales and operations, which could negatively affect our sales to customers in foreign countries as well as our operations and assets in foreign countries. Some of these factors may also make it less attractive to distribute cash generated by our operations outside the U.S. to our stockholders, or to utilize cash generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes. In 2023, we derived approximately 66% of our net sales from customers located outside of the U.S. As a result, we are subject to numerous risks and uncertainties relating to international sales and operations, including: • difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; • unpredictable changes in regulatory environments; • increased government regulation of the economy in the countries we serve; • political and economic instability, inflation and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls; • unpredictable tax audit practices of various governments; • nationalization of properties by foreign governments; • the imposition of tariffs, exchange controls, trade barriers or other restrictions, or government-imposed increases in the cost of resources and materials necessary for the conduct of our operations or the completion of strategic initiatives, including with respect to our joint ventures; and • currency exchange rate fluctuations between the U.S. dollar and foreign currencies, particularly the Brazilian real and the Canadian dollar. The occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or affect our ability to transact business there and could adversely affect our revenues and operating results and the value of our assets located outside of the U.S. In addition, tax regulations and tax audit practices, currency exchange controls and other restrictions may also make it economically unattractive to: • distribute cash generated by our operations outside the U.S. to our stockholders; or • utilize cash generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes. 24 Table of Co ntent Our assets outside of North America are located in countries with volatile conditions, which could subject us and our assets to significant risks. We are a global business with substantial assets located outside of North America. Our operations in Brazil, China, India and Paraguay are fundamental to our business. We have a majority interest in the joint venture entity operating the Miski Mayo Mine that supplies phosphate rock to us. We also have a minority joint venture investment in MWSPC, which operates a mine and chemical complexes that produce phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia. Volatile economic, market and political conditions may have a negative impact on our operations, operating results and financial condition. In addition, unfavorable changes in trade protection laws, policies and measures, or governmental actions and policies and other regulatory requirements affecting trade and the pricing and sourcing of our raw materials, may also have a negative impact on our operations, operating results and financial condition. Natural resource extraction is an important part of the economy in Peru, and, in the past, there have been protests against other natural resource operations in Peru. There remain numerous social conflicts that exist within the natural resource extraction sector in Peru, and there is potential for active protests against natural resource extraction companies. If the Government of Peru’s proactive efforts to address the social and environmental issues surrounding natural resource activities are not successful, protests could extend to or impact the Miski Mayo Mine and adversely affect our interest in the Miski Mayo joint venture or the supply of phosphate rock to us from the mine. Adverse weather conditions, including hurricanes, and excess heat, cold, snow, rainfall and drought, have in the past, and may in the future, adversely affect our operations, and result in increased costs, decreased sales or production and potential liabilities. Adverse weather conditions have in the past and may in the future adversely affect our operations, particularly our Phosphates operations. In the past, hurricanes have resulted in physical damage to our facilities in Florida and Louisiana. Additionally, water treatment costs tend to increase significantly following excess rainfall. Some of our Florida and Louisiana facilities have had, and others could have, high water levels that have required, or may require, treatment. High water balances in the past at phosphate facilities in Florida also led the Florida Department of Environmental Protection (“ FDEP ”) to adopt rules requiring phosphate production facilities to meet more stringent process water management objectives for phosphogypsum stack systems. In addition to the FDEP, the U.S. Environmental Protection Agency (“ EPA ”) and the Louisiana Department of Environmental Quality also have similar requirements for water management objectives as outlined in our U.S. Resource Conservation and Recovery Act (“ RCRA ”) Consent Decree ’ s. If adverse weather occurs in coming years, our facilities may be required to take additional measures to manage process water to comply with existing or future requirements and these measures could potentially have a material effect on our business and financial condition. Adverse weather may also cause a loss of production and may disrupt our supply chain or adversely affect delivery of our products to our customers. For example, oil refineries that supply sulfur to us may suspend operations as a result of a hurricane, and incoming shipments of ammonia can be delayed, disrupting production at our Florida or Louisiana facilities and delivery of our products. In the second half of 2021, we experienced production impacts related to Hurricane Ida at our Louisiana operations. We also experienced down time and delayed shipments caused by impacts from Hurricane Ian which occurred at the end of the third quarter in 2022. Excess rainfall and drought have in the past, and may in the future, adversely affect us. For example, in 2019, we experienced the wettest year in North America in nearly 50 years, which reduced fertilizer applications by farmers. Excess rainfall also resulted in higher river levels which adversely affected delivery of our products. Drought can reduce farmers’ crop yields and the uptake of phosphates and potash, reducing the need for application of additional phosphates and potash for the next planting season. Drought can also lower river levels, adversely affecting delivery of our products to our customers. For example, the Mississippi River was in drought condition for parts of 2022 and 2023, affecting barge movement on the river. Climate change could adversely affect us. The impact of climate change on our operations and those of our customers remains uncertain. The impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels and that these changes could be severe. These impacts could vary by geographic location. Severe 25 Table of Co ntent climate change could impact our costs and operating activities, the location and cost of global grain and oilseed production, and the supply and demand for grains and oilseeds. At the present time, we cannot predict the prospective impact of climate change on our results of operations, liquidity or capital resources, or whether any such effects could be material to us. We do not own a controlling equity interest in our non-consolidated companies, some of which are foreign companies, and therefore our operating results and cash flow may be materially affected by how the governing boards and majority owners operate such businesses. There may also be limitations on monetary distributions from these companies that are outside of our control. Together, these factors may lower our equity earnings or cash flow from such businesses and negatively impact our results of operations. In 2013, we entered into an agreement to form MWSPC, a joint venture in which we hold a 25% interest, to develop a mine and chemical complexes for an estimated $8.0 billion cost, that produces phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia. MWSPC is now operational, but the success of its operations depends on, among other matters, the availability and affordability of necessary resources and materials and access to appropriate infrastructure, availability and affordability of transportation, operational decisions of MWSPC management, ability to operate without material disruption to the facilities, as well as the general economic and political stability of the region. We also hold minority ownership interests in other companies that are not controlled by us. The operations and results of MWSPC and some of the other companies are significant to us, and their operations can affect our earnings. Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate efficiently, pay dividends, or generally follow the desires of our management by virtue of our board or stockholder representation. As a result, these companies may contribute less than anticipated to our earnings and cash flow, negatively impacting our results of operations and liquidity. Strikes or other forms of work stoppage or slowdown could disrupt our business and lead to increased costs. Our financial performance is dependent on a reliable and productive work force. A significant portion of our workforce, and that of the joint ventures in which we participate, is covered by collective bargaining agreements with unions. Unsuccessful contract negotiations or adverse labor relations could result in strikes or slowdowns. Any disruption may decrease our production and sales or impose additional costs to resolve disputes. The risk of adverse labor relations may increase as our profitability increases because labor unions’ expectations and demands generally rise at those times. Our underground potash shaft mines are subject to risks of water inflows. Over the past century, several potash mines experiencing water inflow problems have flooded. Since December 1985, we have had inflows of brine water into our Esterhazy, Saskatchewan K1 and K2 potash mines. Due to an acceleration of brine inflows, on June 4, 2021, the Company announced a closure of our K1 and K2 potash mine shafts. Our potash mines at Colonsay, Saskatchewan, Carlsbad, New Mexico and our Esterhazy, Saskatchewan K3 mine (though not contiguous with the K1/K2 underground inflow region) are also subject to risks from inflow. Though minor inflows are regularly managed, it is possible that significant water inflows could occur which may present risks to our employees and our operations, and which may require us to incur brine management costs, change our mining processes, or abandon our operating mines . See “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” sections of our Management’s Analysis in this Form 10-K and the Esterhazy closure costs in Note 26 of this Form 10-K, which sections are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows. Accidents or equipment failures occurring in the course of our operating activities could result in significant liabilities, interruptions or shutdowns of facilities or the need for significant safety or other expenditures. We engage in mining and industrial activities, including rail transportation, that can result in serious accidents or experience equipment failures. If our procedures are not effective, or if an accident or equipment failure were to occur, we could be subject to liabilities arising out of property damage, personal injuries or death, our operations could be interrupted and we might have to shut down or abandon affected facilities. Accidents could cause us to expend significant amounts to remediate safety issues or to repair damaged facilities and could result in significant liabilities and/or impact on the financial performance of the Company, including material adverse effects on our results of operations, liquidity or financial condition. For example: 26 Table of Co ntent • Some of our facilities are subject to potential damage from seismic activity or other geologic concerns. The excavation of mines in some parts of the world can result in potential seismic events or can increase the likelihood or potential severity of a seismic event. Our Esterhazy mine and Louisiana facilities have experienced minor seismic events from time to time. A significant seismic event at one our facilities or mines could result in serious injuries or death, or damage to or flooding of operations, or damage to adjoining properties or facilities of unrelated third parties. Geologic features may affect the integrity of our impoundments, particularly in central Florida. Our efforts to deploy new technologies to identify and repair features to mitigate impacts and risk may not be successful, adversely impacting our operations or could cause us to incur significant costs. • Our underground potash shaft mines are subject to risk from fire. In addition, fire at one of our underground shaft mines could halt our operations at the affected mine or for longer periods for remedial work or otherwise. Our underground potash shaft mines are subject to risk from fire. In the event of a fire, if our emergency procedures are not successful, we could have significant injuries or deaths, or shutdowns of our facilities, or could cause us to expend significant amounts to remediate safety issues or repair damaged facilities. • We handle significant quantities of ammonia at several of our facilities. We produce ammonia at our Faustina, Louisiana phosphate concentrates plant, use ammonia in significant quantities at all of our Florida and Louisiana phosphates concentrates plants and store ammonia at some of our distribution facilities. In Florida, ammonia is received at terminals in Tampa and transported by pipelines and trucks to our facilities. We also use ammonia in our Brazil phosphate operations. Our ammonia is generally stored and transported at high pressures or cryogenically. Accidents at any of our ammonia facilities could result in serious injury or death and could adversely impact our operations. • We also use or produce other hazardous chemicals at some of our facilities. If our safety procedures are not effective, an accident involving these other hazardous chemicals could result in serious injuries or death, or result in the shutdown of our facilities. We use sulfuric acid to produce concentrated phosphates in our Florida and Louisiana operations and our Brazil operations. We also use or produce other hazardous chemicals at some of our facilities. An accident involving any of these chemicals could result in serious injuries or death, or evacuation of areas near an accident. An accident could also result in property damage or shutdown of our facilities, or cause us to expend significant amounts to remediate safety issues or to repair damaged facilities. Our business operations rely on our information systems and any material disruption or slowdown of our systems could cause operational delays or loss of revenue. We depend on information systems to, among other things, manage our inventory, process transactions, operate our websites, purchase and ship goods on a timely basis, and maintain cost-effective operations. We have invested significant capital and expect future capital expenditures associated with the implementation and integration of our information technology systems across our businesses. This process involves the replacement and consolidation of technology platforms, resulting in operational efficiencies and reduced costs. Our inability to effectively implement or convert our operations to the new systems could cause delays in product fulfillment and reduced efficiency in our operations and could have a material impact on our financial condition or operating results. Regulatory Risks Environmental, health and safety regulations and requirements to which we are subject may have a material adverse effect on our business, financial condition and results of operations. We are subject to numerous environmental, health and safety laws and regulations (“ EHS laws ”) in countries in which we operate. These EHS laws govern a wide range of matters, including environmental controls, land reclamation, discharges to air and water, remediation of hazardous substance releases and in some cases, demonstration of financial assurance. They significantly affect our operating activities as well as the level of our operating costs and capital expenditures. In some jurisdictions, environmental laws change frequently and it may be challenging for us to achieve and maintain compliance 27 Table of Co ntent with all material environmental laws at all times. If we are not in compliance, we may be subject to enforcement or third-party claims, and may require new investment in our business. In those circumstances, our financial condition and results of operations may be materially adversely affected. The U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA ”) imposes liability, including for cleanup costs, without regard to fault or to the legality of a party’s conduct, on certain categories of persons, including current and former owners and operators of a site and parties who are considered to have contributed to the release of “hazardous substances” into the environment. Under CERCLA, or various U.S. state analogues, a party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. We periodically have incurred and may incur liabilities and cleanup costs, under CERCLA and other environmental laws, with regard to our current or former facilities, adjacent or nearby third-party facilities or offsite disposal locations. Our operations are dependent on having the required permits and approvals from governmental authorities. Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions on us with respect to these permits and approvals may impair our business and operations. Our operations, including our mines, are dependent on having the required permits and approvals from governmental authorities. Denial or delay by a government agency in issuing, modifying or renewing any of our permits and approvals or imposition of restrictive or cost prohibitive conditions on us with respect to these permits and approvals may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations. For example, i n Florida, local community involvement has become an increasingly important factor in the permitting process for mining companies, and various counties and other parties in Florida have in the past filed and continue to file lawsuits challenging the issuance or renewal of some of the permits we require. These actions can significantly delay issuance of the permits we need to operate or expand operations. We have included additional discussion about permitting for our phosphate mines in Florida under “Environmental, Health, Safety and Security Matters – Operating Requirements and Impacts – Permitting” in our Management’s Analysis. We are, and may in the future be, involved in legal and regulatory proceedings that could be material to us. We have in the past been, are currently, and in the future may be, subject to legal and regulatory proceedings that could be material to our business, results of operations, liquidity or financial condition. Joint ventures in which we participate could also become subject to these sorts of proceedings. These proceedings may be brought by the government or private parties and may arise out of a variety of matters, including: • Allegations that we have violated environmental, health and safety laws and regulations or that we are responsible for adversely affecting nearby properties. We are currently involved in proceedings alleging that, or to review whether, we have violated environmental laws in the U.S. and Brazil. • Allegations by private parties that our operations have resulted in personal injury, property damage or damage to business operations. • Antitrust, commercial, tax (including tax audits) and other disputes. The legal and regulatory proceedings to which we are currently or may in the future be subject may, depending on the circumstances, result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings that interrupt, impede or otherwise materially affect our business operations or criminal sanctions. We have included additional information with respect to pending legal and regulatory proceedings in Note 23 of our Notes to Consolidated Financial Statements and in this Form 10-K in Part I, Item 3. “Legal Proceedings”. Environmental, health and safety and food and crop laws and regulations to which we are subject may become more stringent over time. This could increase the effects on us of these laws and regulations, and the increased effects could be materially adverse to our business, operations, liquidity and/or results of operations. Heightened regulation on food and crop inputs (including crop nutrients) and environmental, health and safety issues in countries in which we operate can be expected to result in requirements that apply to us and our operations that may be more stringent than those described elsewhere in this report. These requirements may include: 28 Table of Co ntent • Increased levels of future investments and expenditures for environmental controls at ongoing operations, which will be charged against income from future operations; increased levels of the financial assurance requirements to which we are subject, and increased efforts or costs to obtain permits or denial of permits. • New or interpretations of existing statutes or regulations that impose new or more stringent standards, restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise on formerly mined land and other matters that could increase our expenses, capital requirements or liabilities or adversely affect our business, liquidity or financial condition. Environmental justice considerations could have a material adverse effect on our business, financial condition or results of operations. The U.S. federal and some state governments increasingly are adopting standards or policies requiring environmental justice reviews in some permitting actions. In general, they require governmental agencies to evaluate projects for disproportionate impacts to disadvantaged or already burdened communities. If such conditions are found, they might result in a permit denial, or restrictive or cost prohibitive conditions imposed on our operations and may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations. We are subject to financial assurance requirements as part of our routine business operations. If we were unable to satisfy financial assurance requirements, we might not be able to obtain or maintain permits we need to operate our business as we have in the past. In addition, our compliance with these requirements could materially affect our business, results of operations or financial condition. In many cases, as a condition to obtaining or maintaining permits and approvals or otherwise, we are required to comply with financial assurance requirements of governmental authorities. The purpose of these requirements is to provide comfort to the government that sufficient funds will be available for the ultimate closure, post-closure care or reclamation of our facilities. In some cases, we comply through the satisfaction of applicable state financial strength tests; but if we are unable to do so, we must utilize alternative methods of complying with these requirements; if we do not, we would be prevented from continuing our operations and also could be subject to enforcement proceedings brought by relevant government agencies. Alternative compliance methods include providing credit support in the form of cash escrows or trusts, surety bonds from surety or insurance companies, letters of credit from banks, or other forms of financial instruments or collateral to satisfy the financial assurance requirements. Use of alternative means of financial assurance imposes additional expense on us and could affect our liquidity. We have included additional discussion about financial assurance requirements under “Off-Balance Sheet Arrangements and Obligations – Other Commercial Commitments” in our Management’s Analysis. Regulatory restrictions on greenhouse gas emissions and climate change regulations in the U.S., Canada or elsewhere could adversely affect us, and these effects could be material. Various governmental initiatives to limit greenhouse gas emissions are under way or under consideration around the world. These initiatives could restrict our operating activities, require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise adversely affect our results of operations, liquidity or capital resources, and these effects could be material to us. Governmental greenhouse gas emission initiatives include, among others, the December 2015 agreement (the “ Paris Agreement ”) which was the outcome of the 21 st session of the Conference of the Parties under the United Nations Framework Convention on Climate Change (“ UNFCCC ” ). The Paris Agreement, which was signed by nearly 200 nations, including the U.S. and Canada, entered into force in late 2016 and sets out a goal of limiting the average rise in temperatures for this century to below 2 degrees Celsius. Each signatory is expected to develop its own plan (referred to as a Nationally Determined Contribution, or “ NDC ”) for reaching that goal. Previously , the U.S. had submitted an NDC aiming to achieve, by 2025, an economy-wide target of reducing greenhouse gas emissions by 26-28% below its 2005 level. The NDC also aims to use best efforts to reduce emissions by 28%. The U.S. target covers all greenhouse gases that were a part of the 2014 Inventory of Greenhouse Gas Emissions and Sinks. While the status of this NDC is unclear, various legislative or regulatory initiatives relating to greenhouse gases have been adopted or 29 Table of Co ntent considered by the U.S. Congress, the EPA or various states and those initiatives already adopted may be used to implement a U.S. NDC. Additionally, more stringent laws and regulations may be enacted to accomplish the goals set out in the NDC. Brazil ratified the Paris Agreement in September 2016, committing to an NDC that includes an economy-wide target of 1.3 GtCO2e by 2025 and 1.2 GtCO2e by 2030. In 2020, Brazil submitted a new NDC, which reaffirms the country’s commitment to reducing total net greenhouse gas emissions by 37% in 2025 and by 43% in 2030. The NDC further commits to achieving climate neutrality in 2060. Complete details surrounding Brazil’s plan for achieving the greenhouse gas emissions reductions and climate neutrality are uncertain. The government of Brazil may intervene with new or different policy instruments to meet the goals set out in the 2020 NDC. Canada’s intended NDC aims to achieve, by 2030, an economy-wide target of reducing greenhouse gas emissions by 40-45% below 2005 levels. The Canadian federal government has also introduced legislation establishing a long-term target of “net-zero” greenhouse gas emissions by 2050. More stringent laws and regulations may be enacted to accomplish the goals set out in Canada’s NDC and Canada’s own long-term emissions reduction targets. In March 2022, the SEC issued proposed rules on climate change disclosure requirements that, if adopted as proposed, will require disclosure of extensive detailed climate-related information. The Company is monitoring the SEC’s proposed rules and recently enacted standards in the European Union and California on climate change disclosure and is taking necessary steps to plan for the anticipated or adopted disclosure requirements. It is possible that such legislation and other future legislation or regulation addressing climate change, including the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact our competitive advantage. In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as India, China, Russia, Belarus or Morocco, are less stringent than in the U.S., Canada or Brazil, our competitors could gain cost or other competitive advantages over us. We use tailings, sediments and water dams and other impoundments to manage residual materials generated by our facilities, including Brazilian mining operations. If our safety procedures are not effective, an accident involving these impoundments could result in serious injuries or death, damage to property or the environment, or result in the shutdown of our facilities, any of which could materially adversely affect our results of operations. Mining and processing of potash and phosphate generate residual materials that must be managed both during the operation of the facility and upon facility closure. Potash tailings, consisting primarily of salt and clay, are stored in surface disposal sites. Phosphate residuals from mining or processing are deposited in large tailing dams and in clay settling areas and phosphogypsum stacks. They are regularly monitored to evaluate structural stability and for leaks. The failure of or a breach at any of our impoundments at any of our operations could cause severe property and environmental damage and loss of life, could result in the shut down or idling of our facilities and could have a material adverse effect on our results of operations. Brazilian federal and state governments have new rules regarding tailings dam safety, construction, licensing and operations. We cannot predict the full impact of these rules or potentially related judicial actions, or future actions, or whether or how it would affect our Brazilian operations or customers. Any accident involving our tailings or other dams, or any shut down or idling of our related mines, could have a material adverse effect on our results of operations. Competitive Risks Our competitive position could be adversely affected if we are unable to participate in continuing industry consolidation. Most of our products are readily available from a number of competitors, and price and other competition in the crop nutrient industry is intense. In addition, crop nutrient production facilities and distribution activities frequently benefit from economies of scale. As a result, particularly during pronounced cyclical troughs, the crop nutrient industry has a long history of consolidation. Mosaic itself is the result of a number of industry consolidations. We expect consolidation among crop nutrient producers to continue. Our competitive position could suffer to the extent we are not able to expand our own resources either through consolidations, acquisitions, joint ventures or partnerships. In the future, we may not be able to find suitable companies to combine with, assets to purchase or joint venture or partnership opportunities to pursue. Even if we are able to locate desirable opportunities, we may not be able to enter into transactions on economically acceptable terms. If we 30 Table of Co ntent do not successfully participate in continuing industry consolidation, our ability to compete successfully could be adversely affected and result in the loss of customers or an uncompetitive cost structure, which could adversely affect our sales and profitability. Our strategy for managing market and interest rate risk may not be effective. Our businesses are affected by fluctuations in market prices for our products, the purchase price of key inputs to operations, freight and shipping costs, foreign currency exchange rates and interest rates. We periodically enter into derivatives and forward purchase contracts to mitigate some of these risks. However, our strategy may not be successful in minimizing our exposure to these fluctuations. See “Market Risk” in our Management’s Analysis and Note 15 of our Notes to Consolidated Financial Statements which sections are incorporated herein by reference. A shortage or unavailability of trucks, railcars, tugs, barges and ships for carrying our products and the raw materials we use in our business could result in customer dissatisfaction, loss of production or sales and higher transportation or equipment costs. We rely heavily upon truck, rail, tug, barge and ocean freight transportation to obtain raw materials needed at our mines and concentrates facilities and to deliver our products to our customers. In addition, the cost of transportation is an important part of the final sale price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials and to supply our customers. Higher costs for these transportation services or an interruption or slowdown due to factors including high demand, high fuel prices, labor disputes, layoffs or other factors affecting the availability of qualified transportation workers, adverse weather or other environmental events, or changes to rail, barge or ocean freight systems, could negatively affect our ability to produce our products or deliver them to our customers, which could affect our performance and results of operations. Strong demand for grain and other products and a strong world economy increases the demand for and reduces the availability of transportation, both domestically and internationally. Shortages of railcars, barges and ocean transport for carrying product and increased transit time may result in customer dissatisfaction, loss of sales and higher equipment and transportation costs. In addition, during periods when the shipping industry has a shortage of ships, the substantial time needed to build new ships prevents rapid market response. Delays and missed shipments due to transportation shortages, including vessels, barges, railcars and trucks, could result in customer dissatisfaction or loss of sales potential, which could negatively affect our performance and results of operations. Our success will continue to depend on our ability to attract and retain highly qualified and motivated employees. Our continued success depends on the collective abilities and efforts of our employees. A significant number of our employees, including some of our most highly skilled employees with specialized expertise in general corporate matters, potash and phosphates operations, will approach retirement age throughout the next decade. In addition, we compete for a talented workforce with other businesses, particularly within the mining and chemicals industries, in general, and the crop nutrients industry, in particular. Our expansion plans are highly dependent on our ability to attract, retain and train highly qualified and motivated employees who are essential to the success of our ongoing operations as well as to our expansion plans. If we were to be unsuccessful in attracting, retaining and training the employees we require, our ongoing operations and expansion plans could be materially and adversely affected. Our most important products are global commodities, and we face intense global competition from other crop nutrient producers that can affect our prices and volumes. Our most important products are concentrated phosphate crop nutrients, including diammonium phosphate, or DAP, monoammonium phosphate, or MAP, MicroEssentials ® and muriate of potash, or MOP. We sell most of our DAP, MAP and MOP as global commodities. Our sales of these products face intense global competition from other crop nutrient producers. Changes in competitors’ production or shifts in their marketing focus have in the past significantly affected both the prices at which we sell our products and the volumes that we sell, and are likely to continue to do so in the future. Increases in the global supply of DAP, MAP and MOP or competitors’ increased sales into regions in which we have significant sales could adversely affect our prices and volumes. Competitors and new entrants in the markets for both concentrated phosphate crop nutrients and potash have in recent years expanded capacity, or begun, or announced plans, to expand capacity or build new facilities. The extent to which current 31 Table of Co ntent global or local economic and financial conditions, changes in global or local economic and financial conditions, or other factors may cause delays or cancellation of some of these ongoing or planned projects, or result in the acceleration of existing or new projects, is unclear. In addition, certain of our products sold to China may be subject to additional tariffs due to ongoing trade tensions between China and the U.S. The level of exports by Chinese producers of concentrated phosphate crop nutrients depends to a significant extent on Chinese government actions to curb exports through, among other measures, prohibitive export taxes at times when the government believes it desirable to assure ample domestic supplies of concentrated phosphate crop nutrients to stimulate grain and oilseed production. The other member of Canpotex is among our competitors who may, in the future, i ndependently expand its potash production capacity at a time when each Canpotex member’s respective shares of Canpotex sales is based upon that member’s respective proven peaking capacity for producing potash. When a Canpotex member expands its production capacity, the new capacity is added to that member’s proven peaking capacity based on a proving run at the maximum production level. Alternatively, Canpotex members may elect to rely on an independent engineering firm and approved protocols to calculate their proven peaking capacity. Antitrust and competition laws prohibit the members of Canpotex from coordinating their production decisions, including the timing of their respective proving runs. Worldwide potash production levels could exceed then-current market demand, resulting in an oversupply of potash and lower potash prices. All of the foregoing events are beyond our control. The effects of any of these events occurring could be materially adverse to our results of operations. Some of our competitors and potential competitors have greater resources than we do, which may place us at a competitive disadvantage and adversely affect our sales and profitability. These competitors include state-owned and government-subsidized entities in other countries. We compete with a number of producers throughout the world, including state-owned and government-subsidized entities. Some have greater total resources than we do, and may be less dependent on earnings from crop nutrients sales than we are. In addition, some of these entities have access to lower cost or government-subsidized natural gas supplies, mining rights and reserves, financing, transportation and tax incentives, placing us at a competitive disadvantage. Furthermore, certain governments as owners of some of our competitors may be willing to accept lower prices and profitability on their products in order to support domestic employment or other political or social goals. To the extent other producers of crop nutrients enjoy competitive advantages or are willing to accept lower profit levels, the price of our products, our sales volumes and our profits may be adversely affected. Industry Risks Future product or technological innovation could affect our business. Future product or technological innovations by third parties, such as the development of seeds that require less crop nutrients, the development of substitutes for our products or developments in the application of crop nutrients, if they occur, could have the potential to adversely affect the demand for our products and our results of operations, liquidity and capital resources. The success of our strategic initiatives depends on our ability to effectively manage them, and to successfully integrate and grow acquired businesses. We have significant ongoing strategic initiatives. They involve capital and other expenditures and require effective project management and, in the case of potential strategic acquisitions, successful integration. To the extent the processes we (or, for our joint venture, we together with our joint venture partners) put in place to manage these initiatives or integrate and grow acquired businesses are not effective, our capital expenditure and other costs may exceed our expectations or the benefits we expect from these initiatives might not be fully realized, or both, thereby resulting in adverse effects on our operating results and financial condition. Cyberattacks could disrupt our operations and have a material adverse impact on our business. We utilize and rely upon information technology systems in many aspects of our business, including internal and external communications and the management of our accounting, financial, production and supply chain functions. As we become more dependent on information technologies to conduct our operations, and as the number and sophistication of cyberattacks increase, the risks associated with cybersecurity increase. These risks apply to us, our employees, and to third parties on whose systems we rely to conduct our business. To our knowledge, we have not experienced any material cybersecurity 32 Table of Co ntent incidents of our technology systems. Failure to effectively anticipate, prevent, detect and recover from the increasing number and sophistication of cyberattacks could result in theft, loss or misuse of, or damage or modification of our information, and cause disruptions or delays in our business, reputational damage and third-party claims, which could have a material adverse effect on our results of operations or financial condition. Our crop nutrients and other products are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which may cause our results of operations to fluctuate. Historically, the market for crop nutrients has been cyclical, and prices and demand for our products have fluctuated significantly. Periods of high demand, increasing profits and high capacity utilization tend to lead to new plant investment and increased production in the industry. This growth increases supply until the market is over-saturated, leading to declining prices and declining capacity utilization until the cycle repeats. As a result, crop nutrient prices and volumes have been, and are expected to continue to be, volatile. This volatility may cause our results of operations to fluctuate and potentially deteriorate. The price at which we sell our crop nutrient products and our sales volumes could fall in the event of industry oversupply conditions, which could have a material adverse effect on our business, financial condition and results of operations. In contrast, high prices may lead our customers and farmers to delay purchasing decisions in anticipation of future lower prices, thus impacting our sales volumes. Due to reduced market demand, depressed agricultural economic conditions and other factors, we have at various times suspended or curtailed production at some of our facilities. The extent to which we utilize available capacity at our facilities will cause fluctuations in our results of operations, as we will incur costs for any temporary or indefinite shutdowns of our facilities. In addition, lower sales tend to lead to higher fixed costs as a percentage of sales. Financial Risks During periods when the prices for our products are falling because of falling raw material prices, we could be required to write-down the value of our inventories. Any such write-down could adversely affect our results of operations and the value of our assets. We carry our inventories at the lower of cost or market. In periods when the market prices for our products are falling rapidly, including in response to falling market prices for raw materials, it is possible that we could be required to write-down the value of our inventories if market prices fall below our costs. Any such write-down could adversely affect our results of operations and the value of our assets. Any such effect could be material. Our estimates of future selling prices reflect in part the purchase commitments we have from our customers. As a result, defaults on these existing purchase commitments because of the global or local economic and financial conditions or for other reasons could adversely affect our estimates of future selling prices and require additional inventory write-downs. We may incur significant non-cash charges if our goodwill or long-lived assets become impaired in the future. Under accounting principles generally accepted in the U.S. ( “ GAAP ” ), we review goodwill for impairment on an annual basis or more frequently if events or circumstances indicate that their carrying value may not be recoverable. Other long-lived assets, including property, plant and equipment, are reviewed if events or circumstances indicate that their carrying value may not be recoverable. The process of impairment testing involves a number of judgments and estimates made by management, including the fair values of assets and liabilities, future cash flows, our interpretation of current economic indicators and market conditions, overall economic conditions and our strategic operational plans with regard to our business units. If the judgments and estimates used in our analysis are not realized or change due to external factors, then actual results may not be consistent with these judgments and estimates, and our goodwill and intangible assets may become impaired in future periods. If our goodwill or long-lived assets are determined to be impaired in the future, we may be required to record non-cash charges to earnings during the period in which the impairment is determined, which could be significant and have an adverse effect on our financial condition and results of operations. We have, in the past, and may in the future, be required to write down the value of our goodwill or other long-lived assets, and such future write downs could be material. See Note 10, Goodwill and Note 26, Mine Closure Costs, in the accompanying consolidated financial statements for further information related to charges incurred in 2019. Changes in tax laws or regulations or their interpretation, or exposure to additional tax liabilities, could materially adversely affect our operating results and financial condition. 33 Table of Co ntent We are subject to taxes, including income taxes, resource taxes and royalties, and non-income based taxes in countries where we operate. Changes in tax laws or regulations or their interpretation could result in higher taxes, which could materially adversely affect our operating results and financial condition. We are subject to periodic audits by various tax authorities in all countries where we have meaningful operations. The due process, audit and appeal practices and procedures of such authorities may vary significantly by jurisdiction, may be unpredictable (and unreliable) in nature and may result in significant risk to us. For various reasons, some governments may issue significant reassessments on audit based positions not fully grounded in law or fact, even though, upon disputing the reassessments, a great many are overturned on administrative appeal and through the court system. Certain systems involve tax litigation as a common practice. In certain countries, there are requirements to pay a reassessment (even though the matter has not been finally decided by the tax administration or a court of law) while the taxpayer has a well-supported objection and appeals administratively or in court. This may result in tying up significant funds and/or creating adverse treasury and credit risks that may interrupt, impede or otherwise materially affect our business operations. We extend trade credit to our customers and guarantee the financing that some of our customers use to purchase our products. Our results of operations may be adversely affected if these customers are unable to repay the trade credit from us or financing from their banks. Increases in prices for crop nutrient, other agricultural inputs and grain may increase this risk. We extend trade credit to our customers throughout the world, in some cases for extended periods of time. In Brazil, where there are fewer third-party financing sources available to farmers, we also have several programs under which we guarantee customers’ financing from financial institutions that they use to purchase our products. As our exposure to longer trade credit extends throughout the world and use of guarantees in Brazil increases, we are increasingly exposed to the risk that some of our customers will not pay us or the amounts we have guaranteed. Additionally, we become increasingly exposed to risk due to weather and crop growing conditions, fluctuations in crop nutrient prices, commodity prices or foreign currencies, and other factors that influence the price, supply and demand for agricultural commodities. Significant defaults by our customers could adversely affect our financial condition and results of operations. Due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash flows. Our primary foreign currency exposures are the Canadian dollar and Brazilian real. The functional currency for our Brazilian subsidiaries is the Brazilian real. However, we finance our Brazilian inventory purchases with U.S. dollar-denominated liabilities. The functional currency of several of our Canadian entities is the Canadian dollar. For those entities, sales are primarily denominated in U.S. dollars, but the costs are paid principally in Canadian dollars. Canadian entities have significant U.S. dollar denominated intercompany loans and U.S. entities, with the U.S. dollar as functional currency, have Brazilian real denominated loans. During periods of local or global economic crises, local currencies may be devalued significantly against the U.S. dollar. During times of a strengthening dollar, our net earnings can be reduced due to transaction currency losses arising from these exposures of U.S. dollar denominated liabilities held in the Brazilian and Canadian entities and Brazilian real denominated assets held in U.S. entities. To reduce economic risk and volatility on expected cash flows that are denominated in the Canadian dollar and Brazilian real, we use financial instruments that may include forward contracts, options or collars when unable to naturally offset the exposures. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Risk Management and Strategy As a global company, we utilize and rely upon information technology systems in many aspects of our business, including internal and external communications and the management of our accounting, financial, production and supply chain functions. As we become more dependent on information technologies to conduct our operations, and as the number and sophistication of cyberattacks increase, the risks associated with cybersecurity increase. Failure to effectively anticipate, prevent, detect, and recover from the increasing number and sophistication of cyberattacks could have a material adverse 34 Table of Co ntent effect on our results of operations or financial condition. To our knowledge, we have not experienced any material cybersecurity incidents of our technology systems. Mosaic’s cybersecurity program is comprised of people, processes, and technology that are designed to adequately protect the confidentiality, integrity, and availability of information technology systems and data. Mosaic has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk awareness. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. We have a Governance Risk and Compliance team which is a dedicated team within the cybersecurity department that focuses on identifying and mitigating cybersecurity and compliance risk. The team works closely with the Information Technology department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. Our Enterprise Risk Management committee, which is comprised of members from our executive leadership team, reviews and evaluates key risks identified through cybersecurity risk management processes. Mosaic develops and continues to refine mitigation plans that adhere to industry best practices. Regularly, Mosaic engages external vendors to provide independent insight to overall cybersecurity program effectiveness and to assist with evaluating response preparedness. As part of our third-party risk oversight, we regularly review the vendor's ratings and conduct assessments and interviews with their personnel. The results are then reported to leaders in the Information Technology department. Governance Board of Director Oversight The Board of Directors oversees Mosaic’s Enterprise Risk Management program, and the Audit Committee is tasked with oversight of risk from cybersecurity threats. The Board receives an annual cybersecurity update while the Audit Committee receives reports from the Chief Information Security Officer ( “ CISO ”) and Chief Information Officer ("CIO") regularly. The reports to the Audit Committee include updates on key performance indicators and key risk indicators, including short-term, intermediate-term and emerging risks. The Audit Committee then briefs the Board on these matters. Ad hoc updates occur as needed. Management ’ s Role in Managing Risk The Information Technology organization is led by the CIO who is responsible for cybersecurity and risk management, with oversight by the Audit Committee. The cybersecurity program is overseen by the Mosaic’s CISO and supporting cybersecurity leadership, who lead teams to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, Mosaic.The CISO, along with the leadership team, possess many years of relevant Information Technology, cybersecurity, and risk management experience in the manufacturing, electric, defense, financial, and retail sectors. Educational backgrounds include advanced degrees and certifications, such as Certified Information Systems Security Professional. During the course of leadership team’s careers, they have built and sustained programs protecting other Fortune 500 companies, critical national infrastructure, and military defense systems. The CIO and CISO regularly update the Board and/or the Audit Committee on cybersecurity matters and the effectiveness of the cybersecurity program. The Board and Audit Committee also engage directly with senior leaders from the Information Technology department. 35 Table of Co ntent Item 2. Properties. SUMMARY OVERVIEW OF MINING As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300. All determinates of mineral resources and mineral reserves have been prepared by qualified persons. Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. Except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will be upgraded to a higher category. Properties The subsections below describe the property locations, overviews and mineral resource and mineral reserve estimates. Our material properties, as determined pursuant to S-K 1300, are Florida Phosphates, Esterhazy, Belle Plaine and Tapira. Further information about these properties can be found in the technical report summaries (“ TRSs ” or “ TRS ”) filed as exhibits to this Form 10-K. Except as otherwise stated, the scientific and technical information relating to Florida contained in this Form 10-K is derived from the 2022 S-K 1300 report for Florida titled “Florida Phosphate Mining Technical Report Summary” effective December 31, 2022 prepared by employees of Mosaic. Except as otherwise stated, the scientific and technical information relating to Belle Plaine and Esterhazy in this Form 10-K is derived from the 2021 S-K 1300 reports titled “Belle Plaine Potash Facility Technical Report Summary” and “Esterhazy Potash Facility Technical Report Summary” effective December 31, 2022 prepared by employees of Mosaic. Except as otherwise stated, the scientific and technical information relating to Tapira contained in this Form 10-K is derived from the 2023 S-K 1300 report for Tapira titled “SEC S-K 1300 Technical Report Summary Mosaic Fertilizantes: Complexo Mineracao de Tapira” effective December 31, 2023 prepared by qualified persons who are employees of WSP USA Inc., which is not affiliated with Mosaic. Property Locations Figure 2.1 and Figure 2.2 show the locations of each Resource and Reserve property. 36 Table of Co ntent Figure 2.1: North America Resource and Reserve Location Map 37 Table of Co ntent Figure 2.2: South America Resource and Reserve Location Map 38 Table of Co ntent Property Overview Annual Production Table 2.1 shows the production tonnage and grade for all phosphate properties for 2023, 2022 and 2021. Table 2.1 Summary of Production - Phosphate Properties (in millions of tonnes) December 31, Mine Property Annual Operational Capacity (tonnes) (a)(b) 2023 2022 2021 Production (tonnes) %P 2 O 5 (c) Production (tonnes) %P 2 O 5 (c) Production (tonnes) %P 2 O 5 (c) Phosphate (Grade: P 2 O 5 ) (c) Florida 14.0 9.1 27.8 9.6 27.6 11.1 28.0 Total United States 14.0 9.1 27.8 9.6 27.6 11.1 28.0 Miski Mayo (d) 4.8 4.7 29.7 4.2 29.7 4.2 29.8 Total Peru 4.8 4.7 29.7 4.2 29.7 4.2 29.8 Araxá / Patrocinio 1.1 0.9 34.7 0.9 34.5 0.8 34.9 Cajati 0.5 0.3 33.7 0.3 34.3 0.3 34.1 Catalão 1.0 1.0 34.8 1.1 34.8 1.1 34.9 Tapira 2.0 1.7 35.2 1.9 35.1 1.8 35.1 Total Brazil 4.6 3.9 34.9 4.2 34.8 4.0 34.9 Total Phosphate 23.4 17.7 29.9 18.0 29.8 19.3 29.8 ______________________________ (a) Annual operational capacity is the expected average long-term annual capacity for finished goods considering constraints represented by the grade, quality and quantity of the reserves being mined as well as equipment performance and other operational factors. (b) Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, mechanical failure, weather conditions, and other operating conditions. (c) The percent of P 2 O 5 represents a measure of the phosphate content in phosphate rock or a phosphate ore body. A higher percentage corresponds to a higher percentage of phosphate content in phosphate rock or a phosphate ore body. (d) We have a 75% economic interest in the Miski Mayo Mine and consolidate its results. Miski Mayo's annual operating capacity and production tonnes are presented at 100% economic interest. These amounts are presented in wet tonnes based on average moisture levels of 3.0% to 5.0%. These quantities are the production of the drying plant. 39 Table of Co ntent Table 2.2 shows the production tonnage and grade for the potash properties for 2023, 2022 and 2021. Table 2.2 Summary of Production - Potash Properties (in millions of tonnes) December 31, Facility Annualized Proven Peaking Capacity (tonnes) (a)(b) Annual Operational Capacity (tonnes) (b)(c)(d) 2023 2022 2021 Ore Mined (tonnes) Grade % K 2 O (e) Ore Mined (tonnes) Grade % K 2 O (e) Ore Mined (tonnes) Grade % K 2 O (e) Belle Plaine – MOP (f) 3.9 3.0 10.2 19.3 11.3 19.3 11.0 19.3 Esterhazy – MOP (i) 6.3 6.3 14.1 23.4 13.7 24.5 13.3 23.9 Colonsay – MOP (g) 2.6 1.5 1.8 25.6 2.6 26.4 1.0 26.6 Total Canada 12.8 10.8 26.1 21.9 27.6 22.5 25.3 22.0 Carlsbad – K-Mag ®(h) 0.9 0.7 2.3 6.7 3.0 6.2 3.1 6.3 Total United States 0.9 0.7 2.3 6.7 3.0 6.2 3.1 6.3 Taquari – MOP 0.7 0.5 1.8 14.7 1.5 14.3 1.8 15.1 Total Brazil 0.7 0.5 1.8 14.7 1.5 14.3 1.8 15.1 Total Potash 14.4 12.0 30.2 20.3 32.1 20.6 30.2 20.0 ______________________________ (a) Represents full capacity based on 350 operating days per annum. (b) Capacity is based on finished goods capacity, not ore mined. The annualized proven peaking capacity shown above is the capacity currently used to determine our share of Canpotex sales. Canpotex members’ respective shares of Canpotex sales are based upon the members’ respective proven peaking capacities for producing potash. When a Canpotex member expands its production capacity, the new capacity is added to that member’s proven peaking capacity based on a proving run at the maximum production level. Alternatively, after January 2017, Canpotex members may elect to rely on an independent engineering firm and approved protocols to calculate their proven peaking capacity. The annual operational capacity reported in the table above can exceed the annualized proven peaking capacity until the proving run has been completed. (c) Annual operational capacity is the expected average long-term annual capacity considering constraints represented by the grade, quality and quantity of the reserves being mined as well as equipment performance and other operational factors. (d) Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, mechanical failure, weather conditions, and other operating conditions, as well as the effect of recent initiatives intended to improve operational excellence. (e) Grade % K 2 O is a traditional reference to the percentage (by weight) of potassium oxide contained in the ore. A higher percentage corresponds to a higher percentage of potassium oxide in the ore. (f) Equivalent to tonnes hoisted to surface at an underground shaft mine. Ore mined for Belle Plaine is calculated (KCl concentrate mined by solution divided by the estimated global grade of the deposit). The calculation is based on actual KCl tonnes mined for January 1, 2023 through December 31, 2023). (g) We have the ability to reach an annual operating capacity of 2.1 million tonnes over time at Colonsay by increasing our staffing levels and investment in mine development activities. (h) K-Mag ® is a specialty product that we produce at our Carlsbad facility. (i) Following completion of our Esterhazy K3 expansion project, a third-party audit assessed our Esterhazy Facility's annual nameplate capacity at 7.8 million tonnes. We are currently working with Canpotex through established procedures to determine our adjusted Canpotex entitlement percentage based on our Esterhazy Facility's audited productive capacity. Overview Overviews for Phosphates, Potash and Mosaic Fertilizantes are shown in Table 2.3, Table 2.4, and Table 2.5 below. All properties are operated by Mosaic. All properties listed below are production stage, except Araxá/Patrocínio. Araxá/Patrocínio is an operating mine but is considered an exploration stage mine because Mosaic is extracting minerals from this 40 Table of Co ntent mine without having determined there are mineral reserves under S-K 1300. Information concerning our material properties is located in this Item 2 under the headings “Florida Phosphates,” “Esterhazy,” “Belle Plaine” and “Tapira”. Table 2.3: Phosphates Overview Florida Phosphates See Florida Phosphates Individual Property Disclosure below. Peru - Compañía Minera Miski Mayo S.R.L. (“ Miski Mayo ”) Location Sechura Province in the Piura Region, Peru Type and amount of ownership interests 75% owned by Compañía Minera Miski Mayo S.R.L., a wholly-owned indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage Miski Mayo is the holder of 20 non-metallics mining concessions (76,000 hectares). Key permit conditions Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2023, all environmental licenses were either still valid or were being renewed pursuant to applications with the Peruvian Environmental Agency within the legal deadlines. In general, environmental commitments are being met; however, there are environmental requirements and commitments related to the expansion of Miski Mayo Line 3 of the Second Amendment of the EIA (2015) that have to be verified and implemented. Miski Mayo’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through specified routine internal and third party inspections. Mine types and mineralization styles Miski Mayo is a surface mine. The phosphate deposits of Peru are located within the shallow north-trending Sechura Basin, in the Piura region, hosting successive inter-layered marine sediments of phosphate. We extract phosphate ore from Miski Mayo using excavators. The ore is then transported by truck for beneficiation in a plant that we own. The beneficiated concentrate is then shipped to North America for use in our own production or sold to third parties. Processing plants and other facilities Beneficiation plant Table 2.4: North America Potash Overview Belle Plaine Potash Facility (“ Belle Plaine Facility ”) See Belle Plaine Individual Property Disclosure below. Esterhazy Potash Facility (“ Esterhazy Facility ”) See Esterhazy Individual Property Disclosure below. Colonsay Potash Facility (“ Colonsay Facility ”) Location Saskatchewan, Canada Type and amount of ownership interests 100% owned by Mosaic Potash Colonsay ULC, a wholly-owned, indirect subsidiary of Mosaic. 41 Table of Co ntent Titles, mineral rights, leases or options and acreage We lease approximately 118,378 acres of mineral rights for the Colonsay Facility from the Province of Saskatchewan (the “ Crown ”) under Subsurface Mineral Lease KL 108. The lease term is for a period of 21 years, with renewals at our option for additional 21-year lease periods. In addition, we own or lease approximately 14,451 acres of mineral rights within the Colonsay area. All mineral properties owned or leased by Mosaic are for the “subsurface mineral” commodity as defined in The Subsurface Mineral Tenure Regulations (Saskatchewan). We own approximately 5,972 acres of surface rights in the Colonsay area. All infrastructure including the processing plant and tailings management areas ( “ TMAs ” or “ TMA ”) are located on our owned land. Key permit conditions A water rights license issued by the Saskatchewan Water Security Agency is in place and expires in 2032. The license is associated with the allocation of surface water rights for the site. An Approval to Operate Pollutant Control Facilities, issued by the Saskatchewan Ministry of Environment, is also in place and expires in July 2028. It is expected to be renewed at or before expiration. There are no other significant encumbrances, including permitting requirements (existing or anticipated in the future) associated with the Colonsay Facility. Except for the royalties, we do not anticipate any future significant encumbrances based on current known regulations and existing permitting processes. There are no outstanding violations and fines. Mine types and mineralization styles The intracratonic Elk Point Basin is a major sedimentary geological feature in western Canada and the northwest U.S. It contains one of the world’s largest stratabound potash resources that represents almost 25% of the global potash production. The Prairie Evaporite hosts rich deposits of evaporite minerals including NaCl, KCl and locally, carnallite that occur in three potash deposits: the Esterhazy, Belle Plaine and Patience Lake members. The Colonsay deposit includes two potash-bearing members within its local stratigraphy; the Patience Lake Member and the Belle Plaine Member. Mining at Colonsay is conducted within the upper portion of the Patience Lake Member using a room and pillar mining method. The Colonsay Facility uses an underground room and pillar mining method to extract potash. After being transported along a network of conveyor systems to the shaft, it is hoisted to the surface for onsite processing. Processing plants and other facilities Mill facility, beneficiation plant Carlsbad Potash Facility (“ Carlsbad Facility ”) Location New Mexico, U.S. Type and amount of ownership interests 100% owned by Mosaic Potash Carlsbad Inc., a wholly-owned, indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage The property consists of 89% federally owned and 11% state owned land, and 40 acres of privately owned mineral rights that Mosaic leases. We lease approximately 64,267 acres of mineral rights from the U.S. Department of Interior Bureau of Land Management (the “ BLM ”). These lease terms are for a period of 20 years and are reviewed and renewed at their end of term. Surface rights are subject to separate ownership and title from subsurface mineral rights. We own 8,370 acres of surface rights. All infrastructure, including the processing plant, TMA, cluster sites, and pipeline rights of way, are located on Mosaic-owned land. 42 Table of Co ntent Key permit conditions Primary environmental resource areas identified include groundwater quality and shorebird habitat. Environmental monitoring for effluents, air and surface/groundwater is in place. Currently, 11 permits or approvals are active for the property. We are in compliance with all such permits or approvals. One of the 11, groundwater discharge permit (DP-1399) issued by the New Mexico Environmental Department (“ NMED ”), is currently being renewed. The discharge permit governs operation of the TMA. A tailings management and inspection plan is in place and active. The permit includes closure and post-closure requirements and financial assurance requirements. A mining and reclamation plan has been developed and approved by the BLM. This plan includes standards for operation and closure of the mine that comply with federal and state of New Mexico environmental regulations. Current and final mine closure plans and reclamation cost estimates are completed and the closure plans have been approved by NMED and the BLM. There are no significant environmental permitting encumbrances (existing or anticipated in the future) associated with the Carlsbad Facility. We do not anticipate any future encumbrances based on current known regulations and existing permitting processes. There are no outstanding violations and fines. Mine types and mineralization styles The Carlsbad potash district is located within the northern New Mexico portion of the Delaware Basin. The Delaware Basin is the western subdivision of the greater Permian Basin, one of the deepest intracratonic basins in North America. Potash mineralization at Carlsbad occurs in the Ochoan Epoch (Upper Permian Age) Salado Formation. The Salado Formation, up to a maximum of 2,200 feet (671 m) ft. thick, is an evaporite sequence dominated by 650 to 1,300 feet (198 to 396 m) of halite and muddy halite. It hosts 12 ore zones, 11 in the middle or McNutt Member and the 12th in the Upper Member. The area underlain by the 12 ore zones is about 1,900 sq. miles (4,920 sq. km). The 400 foot (122 m) thick McNutt Member is at a depth of 300 to 1,500 feet (91 to 457 m) below the surface. The Carlsbad Facility utilizes an underground room-and-pillar mining method. Pillars are cut in a manner that creates a panel; panel sizes can be changed based on grade, ground conditions and lease or oil and gas boundaries. The mine currently has five mine panels that consist of nine to 11 rooms. Drum-style continuous miners are utilized for mining. As the continuous miner advances, ore is fed off a boom located at the back of the miner into battery-powered ore haulage units. These units transport the ore through the open mine workings and dump it onto an extensive belt system that conveys the ore to the surface for milling. Processing plants and other facilities Langbeinite (K-Mag ® ) refinery and a granulation plant Table 2.5: Mosaic Fertilizantes Overview Complexo Mineroquímic de Araxá (“ Araxá ”) / Complexo de Mineração de Patrocínio (“ Patrocínio ”) Location Near Araxá / Patrocínio, Minas Gerais, Brazil Type and amount of ownership interests 100% owned by Mosaic Fertilizantes P&K S.A., a wholly-owned indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by Agência Nacional de Mineração (the “ ANM ”). All subsoil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. 43 Table of Co ntent Key permit conditions Mosaic currently holds a total of four mining permits within the Araxá area (2,769 hectares) and two mining permits and two exploration permits within the Patrocínio area (3,480 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2023, all environmental licenses were valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the applicable regulations. Araxá and Patrocínio’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through a continuous monitoring program, as well as routine inspections. Mine types and mineralization styles The Araxá and Patrocínio phosphate deposits are part of a series of Late-Cretaceous, carbonatite-bearing alkaline ultramafic plutonic complexes belong to the Alto Paranaiba Igneous Province. The tropical weather regime prevailing in the region and the inward drainage patterns developed from the weather-resistant quartzite margins of the dome structures resulted in the development of an extremely thick soil cover in most of the complexes. The extreme weathering was responsible for the residual concentration of apatite. The phosphate ore is extracted through surface mining by limited drilling and blasting, loaded into trucks and transported to the beneficiation plants. Patrocinio does not have its own beneficiation plant, so the ore is transported by rail to Araxá for processing. Processing plants and other facilities Two beneficiation plants at Araxá Complexo Mineroquímico de Cajati (“ Cajati ”) Location Near Cajati, São Paulo, Brazil Type and amount of ownership interests 100% owned by Mosaic Fertilizantes P&K S.A., a wholly-owned indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by the ANM. All subsoil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. Key permit conditions Mosaic currently holds a total of nine mining permits within the Cajati area (5,078 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2023, all environmental licenses were still valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the environmental permits. Cajati’s environmental controls are related to monitoring the quality of wastewater, surface and groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are strictly monitored through a continuous monitoring program as well as routine inspections. Mine types and mineralization styles The primary alkaline intrusive complex of interest for Cajati is the Jacupiranga Ultramafic-Carbonatitic Mesozoic Complex. The economically exploitable portion of the Jacupiranga Alkaline Complex is focused on phosphate mineralization within the carbonatite domain of the complex. The phosphate ore is extracted through surface mining by drilling and blasting, loaded into trucks and transported to the beneficiation plant onsite at Cajati. 44 Table of Co ntent Processing plants and other facilities Beneficiation plant Complexo Mineração de Catalão (“ CMC ”) Location Near Catalão, Minas Gerais (and Goias), Brazil Type and amount of ownership interests 100% owned by Mosaic Fertilizantes P&K S.A., a wholly-owned indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by the ANM. All subsoil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. Key permit conditions Mosaic currently holds a total of eight permits within the CMC area (2,131 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2023, all environmental licenses were either valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions that are not met yet within the environmental permits. CMC’s environmental controls are related to monitoring the quality of wastewater, surface and groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through a continuous monitoring program as well as routine inspections. Mine types and mineralization styles The CMC phosphate deposit is part of a series of Late-Cretaceous, carbonatite-bearing alkaline ultramafic plutonic complexes belong to the Alto Paranaiba Igneous Province. The tropical weather regime prevailing in the region and the inward drainage patterns developed from the weather-resistant quartzite margins of the dome structures resulted in the development of an extremely thick soil cover in most of the complexes. The extreme weathering process was responsible for the residual concentration of apatite. The phosphate ore is extracted through surface mining by limited drilling and blasting, loaded into trucks and transported to the beneficiation plant onsite at CMC. Processing plants and other facilities Beneficiation plant Complexo Mineração de Tapira (“Tapira”) See the Tapira Individual Property Disclosure below. Complexo Mineroquímico de Taquari-Vassouras (“ Taquari ”) Location Near Rosario de Catete, Sergipe, Brazil Type and amount of ownership interests 100% owned by Mosaic Potássio Mineração Ltda, a wholly-owned indirect subsidiary of Mosaic. Titles, mineral rights, leases or options and acreage Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by the ANM. All subsoil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. 45 Table of Co ntent Key permit conditions Mosaic currently holds one mining permit within the Taquari area (92,498 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2023, all environmental licenses were either valid or being renewed pursuant to applications filed with the Brazilian Environmental Agency within the legal deadlines. Licenses are managed through national and state databases. There are action plans in progress to comply with the environmental conditions that are not met yet within the environmental permits. Taquari’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. The brine pipeline and other impoundment’s stability are monitored through a monitoring program as well as routine inspections. Mine types and mineralization styles The deposit is in the Taquari-Vassouras sub-basin and is a bedded evaporite where sylvinite is mined in an underground room and pillar mine at depths of 1,640 to 2,207 feet (500 to700m) below surface using continuous miners. The beneficiation process operation begins at the run-of-mine stockpile. The material is conveyed to the processing circuit where it is divided into seven major units: crushing, concentration, dissolution, drying, compaction, storage and shipping. Processing plants and other facilities Beneficiation plant 46 Table of Co ntent Mineral Resource and Mineral Reserve Estimates Table 2.6 shows the Mineral Resource tonnage and grade for all properties as of December 31, 2023. Table 2.6 Summary of Mineral Resources as of December 31, 2023 (a) (in millions of tonnes) Commodity/Geography/Mine Property Name Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources tonnes Grade tonnes Grade tonnes Grade tonnes Grade Phosphate (Grade: P 2 O 5 ) (b) United States Florida (c ) 102.0 29.9 415.0 30.1 517.0 30.0 83.0 30 Peru Miski Mayo (d) 151.7 15.7 139.0 16.3 290.7 16.5 27.7 16 Brazil Araxá/Patrocínio (e)(f) 214.4 13.0 305.2 13.7 519.6 13.4 7.0 15 Cajati (e)(g) 25.4 5.2 15.0 5.2 40.4 5.2 4.4 5 Catalão (e)(h) 59.5 9.9 102.8 10.6 162.3 10.3 17.9 9 Tapira (e)(i) 22.7 8.7 55.3 8.6 78.0 8.6 181.2 9 Total Phosphate 575.7 16.0 1,032.3 19.9 1,608.0 17.7 321.2 15 Potash (Grade: K 2 O) (j) Canada Belle Plaine (k) — — — — — — 4,647.0 19 Esterhazy (l) 255.0 23.3 2,092.0 22.8 2,347.0 22.9 Colonsay (l) — — — — — — 977.0 29 United States Carlsbad (m) — — — — — — 39.0 6 Brazil Taquari (n) — — 6.8 23.6 6.8 23.6 58.0 23 Total Potash 255.0 23.3 2,098.8 22.8 2,353.8 22.8 5,721.0 21 ______________________________ (a) Mineral resources are reported exclusive of mineral reserves, and except as otherwise noted, are stated in-situ. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. (b) The percentage of P 2 O 5 represents a measure of the phosphate content in phosphate rock or a phosphate ore body. A higher percentage corresponds to a higher percentage of phosphate content in phosphate rock or a phosphate ore body. Brazilian grades, except for Cajati, are P 2 O 5 ap, which represents the P 2 O 5 associated with apatite and was calculated by the evaluation of the CaO / P 2 O 5 ratio. Where CaO / P 2 O 5 ratio was greater than or equal to 1.34, P 2 O 5 ap was equal to the total of P 2 O 5 ; where the CaO / P 2 O 5 ratio was less than 1.35, P 2 O 5 ap was equal to the CaO / 1.35 ratio. (c) Mineral resource tonnages and grade are reported as a beneficiation plant product (phosphate rock) tonnage and P 2 O 5 grade. The cut-offs used to estimate mineral resources include, minimum beneficiation plant concentrate BPL (27.45% P 2 O 5 ), minimum pebble BPL (18.30% P 2 O 5, except 22.88% P 2 O 5 for DeSoto and Pioneer), maximum pebble magnesium oxide concentration and a maximum clay content cut-off for a logged matrix layer and the composite matrix volume. A Life of Mine (“ LOM ”) commodity price of US$118/tonne of phosphate rock was used for 2024 to 2036 to assess prospects for economic extraction but is not used for cut-off purposes. 47 Table of Co ntent (d) Mineral resources are presented on the basis of our 75% interest. Cut-off grade of > 8% P 2 O 5 was applied for mineral resources. A breakeven pit shell was developed with costs, grade requirements and a sales price of US $97.69/tonne of phosphate concentrate (2022 price evaluation) to develop the mineral resource pit shell. (e) Measured, indicated and inferred blocks were included in mineral resource estimates if they were inside mining concessions and exploration permits with a final report approved by the ANM, but exclusive of physical structures. For example, depending on the site, a physical structure may consist of a beneficiation plant, crusher or waste pile. (f) Araxá Oxidized Cut-off grade: Mass Recovery (rend_t) > 0, P 2 O 5 ≥ 4.0, Fe 2 O 3 ≥ 4.0, SiO 2 ≥ 0.05, BaO ≤ 18.0. Araxá Micaceous Cut-off grade: Cut-off grade for Micaceous: Mass Recovery (rend_t) > 0, P 2 O 5 ≥ 3.0, Fe 2 O 3 ≥ 6.0, SiO 2 ≥ 1.0, BaO ≤ 13.0. For Araxá, a revenue factor of 1.0 with sales price in Brazilian Reais ($R) of R$1,953 per tonne of phosphate concentrate (2023 price evaluation) was used to develop mineral resource pit shell. Patrocínio BEB-OXI Cut-off grade: P 2 O 5 ≥ 2.5, Fe 2 O 3 ≤ 62.0. Patrocínio CBN-OXI Cut-off grade: P 2 O 5 ≥ 3.2, SiO 2 ≥ 0.1. Patrocínio BEB-MIC Cut-off grade: P 2 O 5 ≥ 3.0, SiO 2 ≥ 0.8. Patrocínio FET Cut-off grade: P 2 O 5 > 0.0. Patrocínio RSI Cut-off grade: P 2 O 5 ≥ 2.9. For Patrocínio, a revenue factor of 1.0 with a sales price of R$1,869.84 per tonne of phosphate concentrate (2023 LOM price evaluation) was used to develop mineral resource pit shell. (g) Cut-off grade of > 3% P 2 O 5 was applied for mineral resources. A revenue factor of 1.0 with sales price of R$2,963.40 per tonne of phosphate concentrate (2023 LOM price evaluation) was used to develop the mineral resource pit shell. (h) Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.8 ≤ RCP ≤ 1.6 and MgO < 12% was applied to mineral resources. A revenue factor of 1.0 with a constant sales price of R$1,918.75 per tonne of phosphate concentrate (2023 LOM price evaluation) was used to develop mineral resource pit shell. (i) Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.9 ≤ RCP ≤ 3.0 was applied to mineral resources. A revenue factor of 1.0 with a sales price of R$1,939.57 per tonne of phosphate concentrate (2023 LOM price evaluation) was used to develop the mineral resource pit shell. (j) %K 2 O refers to the total %K 2 O of the samples. (k) No cut-off grade is used to estimate mineral resources as the solution mining method used at the Belle Plaine Facility is not selective. At no point in the cavern development and mining process can a decision be made to mine or not mine the potash mineralization that is in contact with the mining solution. The mining solution dissolves the potash, regardless of its grade, to make a concentrate that is pumped to surface from the mining caverns for processing. A KCl commodity price of US $325/tonne was used for 2024 to 2084 to assess prospects for economic extraction for the mineral resources but is not used for cut-off purposes. A US$/CAD$ exchange rate of 1.32 was used to assess prospects for economic extraction for the mineral resources but was not used for cut-off purposes. (l) No cut-off grade or value based on commodity price is used to estimate mineral resources as the mining method used at Colonsay or Esterhazy is not grade selective. The potash mineralization is mined on one level by continuous miners following the well-defined and continuous beds of mineralization with relatively consistent grades. The following KCl commodity prices were used to assess prospects for economic extraction for the mineral resources but are not used for cut-off purposes: US $320/tonne for Esterhazy for 2024 to 2054 and US $327/tonne for 2024 to 2116 for Colonsay. A US$/CAD$ exchange rate of 1.32 was used to assess prospects for economic extraction for the mineral resources but was not used for cut-off purposes. (m) A 4% K 2 O cut-off grade with less than 2% kieserite is used to estimate mineral resources. This is consistent with the definition of mineable potash established by the U.S. Geological Survey. A US $293/tonne price was used for 2024 to 2064 to assess economic viability for the mineral resources, but was not used for cut-off purposes. (n) Mineral resources for Taquari are reported as of December 31, 2022 and have not been adjusted for depletion incurred in 2023. Cut-off grade of > 20% KCl, a minimum sylvinite thickness of 1.8 m, and a minimum sylvinite percentage per block of 50% was applied for mineral resources. 48 Table of Co ntent Table 2.7 shows the Mineral Reserve tonnage and grade for all properties as of December 31, 2023. Table 2.7: Summary of Mineral Reserves as of December 31, 2023 (a) (in millions of tonnes) Commodity/Geography/Mine Property Name Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves tonnes Grade tonnes Grade tonnes Grade Phosphate (Grade: P 2 O 5 ) (b) United States Florida (c) 47.0 27.8 65.0 26.8 112.0 27.2 Peru Miski Mayo (d) 130.2 16.1 72.1 15.0 202.3 15.7 Brazil Cajati (e) 38.1 5.4 21.0 5.4 59.1 5.4 Catalão (f) 62.3 10.5 8.9 10.1 71.2 10.4 Tapira (g) 131.7 9.1 311.9 8.9 443.6 9.0 Total Phosphate 409.3 13.2 478.9 12.4 888.2 12.8 Potash (Grade: K 2 O) Canada Belle Plaine (h) 264.0 19.3 388.0 19.3 652.0 19.3 Esterhazy (i) 113.0 23.0 402.0 20.7 515.0 21.2 Colonsay (i) 101.0 25.2 163.0 27.2 264.0 26.5 United States Carlsbad (j) 170.3 6.5 0.0 0.0 170.3 6.5 Brazil Taquari (k) 0.0 0.0 26.9 14.7 26.9 14.7 Total Potash 648.3 17.7 979.9 21.1 1,628.2 19.7 ______________________________ (a) A mineral reserve is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. Reserves are measured as Run of Mine (“ ROM ”) unless otherwise noted. (b) Brazil grades except for Cajati are P 2 O 5 ap, which represents the P 2 O 5 associated with apatite and was calculated by the evaluation of the CaO / P 2 O 5 ratio. Where CaO / P 2 O 5 ratio was greater than or equal to 1.34, P 2 O 5 ap was equal to the total of P 2 O 5 ; where the CaO / P 2 O 5 ratio was less than 1.35, P 2 O 5 ap was equal to the CaO / 1.35 ratio. (c) Mineral reserve tonnages and grade are reported as a beneficiation plant product (phosphate rock) tonnage and P 2 O 5 grade. A LOM commodity price of US$118/tonne of phosphate rock was used to assess prospects for economic extraction but is not used for cut-off purposes. Cut-off based on productivity factors per site have been applied to estimate mineral reserves. Recoverable Finished Product tonnes vs. Matrix Volume Mined ranges from 9.4 to 9.9%. Recoverable Finished Product tonnes vs. Total Volume Mined is 2.2%. (d) Mineral reserves are presented on the basis of our 75% interest. The reference point for cut-off grade and pit optimization analysis is tonnes of concentrate at a price of US$97.69/tonne concentrate (2022 LOM price evaluation). We applied a cut-off grade of > 8% P 2 O 5 mineral reserves. Additionally, we used a phosphate concentrate grade limitation of a minimum P 2 O 5 concentrate grade of 29.5% in the LOM plan. (e) The reference point for cut-off grade and pit optimization analysis is tonnes of concentrate at a price of R$2,963.40/tonne concentrate (2023 price evaluation). Cut-off grade of > 3% P 2 O 5 and < 11% SiO 2 was applied to mineral reserves. Mineral reserves were proven to be economic based on an internal transfer price of R$1,061/tonne of phosphate rock (2023 LOM price evaluation) that was derived in the discounted cash flow and compared to the gross margin available. 49 Table of Co ntent (f) The reference point for cut-off grade and pit optimization analysis is tonnes of concentrate at a price of R$1,918.75/tonne concentrate (2023 price evaluation). Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.8 ≤ RCP ≤ 1.6 and MgO < 12% was applied to mineral reserves. Mineral reserves were proven to be economic based on internal transfer price of R$649/tonne of phosphate rock (2023 LOM price evaluation) that was derived in the discounted cash flow and compared to the gross margin available. (g) The reference point for cut-off grade and pit optimization analysis is tonnes of concentrate at a price of R$1,939.57/tonne concentrate (2023 price evaluation). Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.9 ≤ RCP ≤ 3.0 was applied to mineral reserves. Mineral reserves were proven to be economic based on internal transfer price of R$543/tonne of phosphate rock (2023 LOM price evaluation) that was derived in the discounted cash flow and compared to the gross margin available. (h) No cut-off grade is used to estimate mineral reserves as the solution mining method used at the Belle Plaine Facility is not selective. At no point in the cavern development and mining process can a decision be made to mine or not mine the potash mineralization that is in contact with the mining solution. The mining solution dissolves the potash, regardless of its grade, to make a concentrate that is pumped to surface from the mining cavities for processing. Mine designs based on a solution mining method and design criteria are used to constrain mineral reserves within mineable shapes. The following KCl commodity prices were used to assess economic viability for the mineral reserves, but were not used for cut-off purposes, 2023-$334/tonne, 2024-$200/tonne, 2025-$222/tonne, 2026-$292/tonne, 2027-$320/tonne and for the LOM $331/tonne. A US$/CAD$ exchange rate of 1.32 was used to assess economic viability for the mineral reserves but was not used for cut-off purposes. (i) The following KCl commodity prices were used to assess economic viability for the mineral reserves: US $320/tonne for Esterhazy, US $325/tonne for Belle Plaine, and US $327/tonne for Colonsay. A US$/CAD$ exchange rate of 1.32 was used to economic viability for the Esterhazy and Belle Plaine mineral reserves. (j) A 4% K 2 O cut-off grade with less than 2% kieserite is used to estimate mineral reserves. This is consistent with the definition of mineable potash established by the U.S. Geological Survey. A US $293/tonne price was used to assess economic viability for the mineral resources but was not used for cut-off purposes. (k) Mineral Reserves for Taquari are effective as of December 31, 2022 and have not been adjusted for depletion incurred in 2023. A tonnage reduction of 20% has been applied to the Probable mineral reserves to account for geological uncertainty. A KCl grade downgrade of -10% was applied to the Probable mineral reserves in order to adjust in-situ grades to ROM grades. A mean density of 2.10 g/cc was applied to all mineral reserve volumes to convert to tonnages. Cut-off grade of ≥ 20% KCl and a minimum sylvinite thickness of 1.8m was applied for mineral reserves. The reference point for the discounted cash flow utilized K 2 O commodity prices (US$) of $418/tonne for 2022, $369/tonne for 2023, $353/tonne for 2024, $324/tonne for 2025, $330/tonne for 2026 and $359 for the remaining LOM. Mineral reserves were proven to be economic based on a positive discounted cash flow. FLORIDA PHOSPHATES Our three phosphate production stage mining facilities (South Fort Meade, Four Corners and Wingate) and three exploration properties (DeSoto, Pioneer and South Pasture) in Florida consist of over 210,000 acres of property in central Florida (Table 2.8 and Figure 2.3). We idled the mining and beneficiation activities at South Pasture. The facilities and properties are in DeSoto, Hardee, Hillsborough, Manatee and Polk counties. Even though we continue to add real property to one or more of these locations, most of the property currently being mined or planned for future mining have been in industry ownership for over 50 years. The mining facilities and exploration properties are owned by or have controlling interest granted to Mosaic Fertilizer LLC, South Ft. Meade Land Management or South Ft. Meade Land Partnership, L.P. (“ SFMLP ”), each a subsidiary of Mosaic. We either own or have a controlling interest in the mineral rights to the current and future facilities. Mineral and surface rights are joined at the Four Corners, Wingate, Pioneer and South Pasture properties. Portions of the DeSoto property and South Fort Meade facility have the surface and mineral interests severed. The net book value for our Florida phosphate mining facilities and exploration properties is $1.9 billion as of December 31, 2023. Table 2.9 lists the land status and acreages for the facilities and properties. 50 Table of Co ntent Table 2.8: Property Locations Property Location South Fort Meade Facility Straddles the county line road beginning 1.3 miles (2.1 km) east of the City of Bowling Green and continuing another five miles (8 km). Located at 27.667195 N, 81.761349 W. Four Corners Facility Located in southeast Hillsborough County, northeast Manatee County and southwest Polk County. Located at 27.646144 N, 82.087305 W. Wingate Facility Most of the property associated with this mine is west of Duette Road and north of State Road 64. There is a portion of this property that exists on the east side of Duette Road that begins approximately three miles (2 km) north of State Road 64. Located at 27.504452 N, 82.132221 W. DeSoto Property This exploration property is bisected by State Road 70 and State Road 72 running east and west and the county line running north and south. A portion of the DeSoto property is owned fee simple and the mining interests on the remaining portion is secured by mineral rights. Located at 27.263018 N, 82.035208 W. Pioneer Property This exploration property is bisected by County Road 663 running north and south. Several local roads (Murphy, Bridges, Bennett and Post Plant) cross this parcel. Located at 27.439391 N, 81.940020 W. South Pasture Property The property is situated along a 10 mile stretch of State Road 64 and a seven mile stretch along Country Road 663. All parcels are bisected by County Road 663, State Road 62, State Road 64 and several local roads. The mining and beneficiation activities at this location have been idled. Located at 27.585787 N, 81.942888 W. 51 Table of Co ntent Figure 2.3: Location Plan The table below includes only land holdings associated with our mining properties. Table 2.9: Property Status and Acreages Status (Acres) Florida Phosphate Property Status and Acreages Fee Simple Mining Agreement Mineral Rights (b) Lease Total South Fort Meade Facility 15,970 25,528 (a) 92 711 42,301 Four Corners Facility 55,647 — — — 55,647 Wingate Facility 8,761 — — — 8,761 DeSoto Property 24,113 8 18,943 — 43,064 Pioneer Property 26,017 — — — 26,017 South Pasture Property 38,928 — — — 38,928 Total 169,436 25,536 19,035 711 214,718 ______________________________ (a) The mining agreement relates to the SFMLP which is 100% controlled by Mosaic or its subsidiaries. (b) All acres include surface rights with the exception of the DeSoto mineral rights. 52 Table of Co ntent Governmental permits and approvals for mining are obtained from federal, state and county authorities, including the Environmental Resource Permit (“ ERP ”) issued by FDEP and permits required by Section 404 of the federal Clean Water Act. In connection with these permits, we are required to develop a reclamation plan with respect to these areas. The ERP is associated with a FDEP-approved reclamation plan that requires “acre for acre and type for type” reclamation to reclaim mined areas. Mitigation may also be required by ERP conditions which may also require conservation easements to provide permanent protection. The integrated water use permit (“ IWUP ”) issued by the Southwest Florida Water Management District (“ SWFWMD ”) in 2012 authorizes the withdrawal of groundwater from underground aquifers through permitted wells to provide potable and production-water supplies in support of mining and other operations. The IWUP addresses all of our active mining operations. A separate water use permit (“ WUP ”) was issued by SWFWMD for the South Pasture property in 2017. The IWUP and the South Pasture WUP also regulate mine dewatering to avoid adverse impacts to wetlands and offsite properties. Both the IWUP and the WUP are 20 year permits expiring in 2032 and 2037, respectively. Pre-mining development follows the issuance of regulatory permits. This involves ditch and berm construction for stormwater control, groundwater draw down mitigation where applicable, land clearing, installation of infrastructure and pre-mining dewatering (only for dragline mining). There are no significant environmental permitting encumbrances, existing or anticipated, associated with the mining facilities and exploration properties. We do not anticipate any future encumbrances based on current known regulations and existing permitting processes. There are no material outstanding violations and fines. Existing Infrastructure The three mining facilities are in rural central Florida located southeast of Tampa in Hardee, Hillsborough, Manatee and Polk counties. The sites are located in agricultural zones with associated population centers and easy access to multiple transportation hubs in central Florida. The three exploration properties are located south of the mining facilities. Each will utilize the same water, electrical, railway, and road networks as the active mines. The mining facilities at South Fort Meade, Four Corners, Wingate and South Pasture commenced operations between 1981 and 1995, as noted below under “History and Exploration”. The phosphate mines have the infrastructure to meet our current production plans and long-range production goals. The current infrastructure includes major roads and highway access, railway support from CSX Transportation and electricity supplied by Duke Energy, TECO, PRECO, Florida Power and Mosaic cogeneration in associated distribution areas. Water supply is from Mosaic-owned deep wells and recycle sources. Current clay and tailings management areas footprints are expected to meet present demands, with additional capacity planned to meet the maximum volume and deposition rates from the 2023 LOM plan. An integrated operations center remotely controls certain functions at our Florida phosphate mines. Additional infrastructure may be added to increase production reliability or flexibility. The assets currently in place are maintained through a workflow process that focuses on proactive inspections and preventative maintenance, while trying to minimize reactive maintenance. Except for South Pasture, which is currently idled, minimal infrastructure is currently in place at the other exploration properties. We expect the sites to continue to operate effectively during the LOM while continuing to maintain the built infrastructure and renewing the long-term agreements in place for the site’s water, electricity, and logistics needs. We focus on reliability-centered maintenance with the goal of extending the life of the majority of assets to align with the LOM plan. We expect that some infrastructure will need to be replaced as it reaches end of life and has been factored into the relevant capital cost requirements. Phosphate mining in central Florida is a mature industry. A network of suppliers, machine shops, fabricators, and specialty contractors exist to support mining, and post-mining, land reclamation activities. Many large component vendors have branch offices in either Lakeland or Tampa, Florida. Engineering, design, and technical services are readily available in Bartow, Lakeland and Tampa, Florida. 53 Table of Co ntent Mining Method Our mining operations in central Florida extract phosphate using surface mining techniques. The active mines utilize either electric walking draglines or dredges to remove overburden and mine phosphate ore (matrix). Matrix is hydraulically transported via centrifugal pumping systems to the beneficiation plant. Pre-mining development follows the issuance of regulatory permits. This involves ditch and berm construction for stormwater control, groundwater draw down mitigation where applicable, land clearing, installation of infrastructure and pre-mining dewatering (only for dragline mining). Development of the mine plan is based on several factors, including geological data, equipment, property boundaries, geotechnical considerations, clay impoundment, reclamation schedule, production (volume and quality) demands, permits (local, state and federal) and third-party agreements, such as agreements with local community groups, neighboring properties or NGO’s which do not materially impair the mine plan. Production is monitored through dragline/dredge monitoring systems, mass-flow instrumentation on slurry pumping systems and pit surveys. In addition to draglines and dredges, heavy mobile equipment is used to support mining activities. While each mine is staffed with Mosaic personnel to handle production and maintenance, contractors are used on an as-needed basis. Processing Recovery Method Phosphate matrix mined at the three mining facilities is processed through onsite beneficiation plants. The principal production components of the beneficiation plants consist of a washer, sizing system and flotation plant. Matrix at each mine is slurried for transport to the beneficiation plant. After receiving matrix, washers separate minerals into four separate material groups. These are debris, pebbles, clay, and under-sized flotation feed. The pebble is one of the final products and the under-sized flotation feed material contains recoverable phosphate rock. The washers separate >1.0 mm phosphate product and the <1.0 mm slurry of liberated clay, sand and phosphate particles. The clay is removed with hydrocyclones and pumped to clay settling areas while the >0.1 mm sand and phosphate move on to the sizing section. The >0.1 mm sand and phosphate is separated into different size fractions using hydrosizers. An upward flow of water is injected into the hydrosizer that forces the fine particles to rise and overflow the sizer, while the coarse particles gently fall and flow out the sizer’s underflow. The segregated fine and coarse particles are then sent to the flotation plant so the phosphate can be separated from the sand. The two-step flotation process, rougher flotation and cleaning flotation, is next utilized to separate phosphate from the sand. In the rougher flotation process, the phosphate mineral is recovered using flotation machines by adding fatty acid, oil, soda ash, and sodium silicate. To increase the recovered rougher phosphate grade, a second cleaning flotation process is used to remove the residual sand using amine. History and Exploration Table 2.10 lists the important historical dates and events relevant to the mining facilities and exploration properties: 54 Table of Co ntent Table 2.10: History Date Event/Activity 1881 Pebble phosphate discovered along the Peace River south of Fort Meade by Captain J. Francis LeBaron, chief engineer of a detachment of the Engineering Corps, United States Army. 1888 Phosphate rock first commercially mined along the Peace River. 1977 Farmland Industries purchased the Pioneer (eastern portion a.k.a. Hickory Creek) property. 1981 Beker Phosphate Company opened Wingate. 1983 Four Corners construction was completed. The operation was an equal partnership between IMC and W.R. Grace Corporation. 1985 Wingate was closed after Beker Phosphate Company filed for bankruptcy. 1985 Four Corners started production. 1986 IMC purchased Brewster Phosphates and closed the Lonesome Mine which would later be consolidated into Four Corners. 1986 Four Corners is idled due to market conditions. 1986 The DeSoto (also known as Pine Level) property is sold by AMAX Chemical Company to Consolidated Minerals, Incorporated. 1988 IMC gained 100% control of Four Corners. 1989 IMC restarted Four Corners. 1990 Wingate is acquired by Nu-Gulf. 1992 Wingate is reopened after a joint venture by Nu-Gulf and Royster Industries but closed later that year. 1993 IMC-Agrico is created by a joint venture between IMC and Agrico Chemical Company (a subsidiary of Freeport McMoRan). 1995 CF Industries opened and started production at South Pasture. 1995 Mobil Chemical Corporation opened and started production at South Fort Meade. 1996 Cargill Fertilizer (later Cargill Crop Nutrition) acquired South Fort Meade. 1996 DeSoto (a.k.a. Pine Level) and Ona (includes western portion of the Pioneer property) properties are sold by CMI to IMC-Agrico. 1997 IMC acquired Freeport McMoRan’s share of IMC-Agrico. 1998 Wingate is reopened. 1999 Wingate is closed. 2002 Cargill Crop Nutrition acquired the Pioneer property (eastern portion a.k.a. Hickory Creek) from Farmland-Hydro. 2004 Cargill Crop Nutrition acquired and reopened the Wingate Facility. 2004 Mosaic created out of a merger between IMC and Cargill Crop Nutrition. 2005 Wingate is shutdown. 2006 The Fort Green site is closed permanently, and the property is consolidated into Four Corners and Wingate. 2008 Wingate is reopened. 2014 Mosaic acquired CF Industries’ phosphate business in Florida, which included the South Pasture property. 2018 South Pasture Facility is idled. 2018 Ona (western portion) property is consolidated into Four Corners. 2020 South Fort Meade acquired the Eastern Reserves Phase I. 2022 South Fort Meade acquired the Eastern Reserves Phase II. 55 Table of Co ntent Geology and Mineralization The phosphate deposits of Florida are sedimentary in origin and part of a phosphate-bearing province that extends from southern Florida north along the Atlantic coast into southern Virginia. Sedimentary phosphate deposits consist of rock in which the phosphate mineral(s) occur in grains, pellets, nodules, and as phosphate replacement of calcium in the remains of animal skeletal material and excrement. Florida has phosphate rock distributed along the entire peninsula with varying lateral extents and abundance. There are five phosphate districts recognized in Florida identified as Northern, Northeast, Hardrock, Southeast and Central. The phosphates of Florida occur in sedimentary rocks and are of secondary origin, having been redeposited either by mechanical or chemical action. During deposition, most of the carbonate platform was drowned, and deposition was widespread. The intensity of reworking by marine processes allows some deposits to remain relatively near their origins and contribute to massive deposits while others were transported and winnowed into deposits of nodules, grains and pellets. All our phosphate deposits are located in the central Florida Phosphate District. The general description of the phosphatic deposits in central Florida consist of two geological facies. The phosphate bearing units are within the Bone Valley Member of the Peace River Formation and the Undifferentiated Member of the Peace River Formation within the South Florida Extension region of the Central District. The deposit characteristics transition from north east to the south west. The major phosphate bearing units in the north east consist of a productive Bone Valley Member with limited production in the Undifferentiated Member. The phosphate bearing units in the south west exhibit limited production in the Bone Valley Member and a productive Undifferentiated Member of the Peace River Formation. The phosphate stratigraphy consists of 5 to 50 feet (1.5 to 15.2 m) thick, white to brown poorly graded quartz sand with varying abundance of reworked phosphate grains as waste overburden. The economic zone is 13 to 50 feet (4.0 to 15.2 m) thick, with a grade ranging from 27 to 35% P 2 O 5 . It consists of tan-gray to gray quartz sands, dark gray to dark gray-blue-green clays and silts with phosphate nodules and pellets present with phosphate grains and clasts predominate. There can be interbedded waste zones of 0 to 15 feet (0.0 to 4.6 m) thick comprised of beds of cream to green barren sandy clay, clays or dense dolomitic clays. The basal units are dark gray to black clays to phosphatic limestone rubble to beds of phosphatic limestone. Mineral Resource and Mineral Reserve Assumptions and Modifying Factors The key mineral resource and mineral reserve assumptions and modifying factors are listed in Table 2.11. 56 Table of Co ntent Table 2.11: Key Assumptions and Modifying Factors : Parameter Value TRS Section Supporting Information Regional geologic studies, 56,411 drill holes and greater than 40 years of mining history. Section 7 Average total thickness of the phosphate mineralization 13 to 50 feet (4 to 15 m) Section 6 Minimum Concentrate %P 2 O 5 0.2745 Section 11 Minimum Pebble %P 2 O 5 18.3 to 22.9% Section 11 Maximum pebble magnesium oxide (“ MgO ”) cut-off volume 0.025 Section 11 Maximum Clay Content 40 to 50% Section 11 Maximum Dragline Mining depth 85 feet (26 m) Section 11 Maximum dredge mining depth 109 feet (33 m) Section 11 Production Days per Year 365 days Section 11 Mining Method Dredge and dragline mining Section 13 Production Rate Approximately 9 to 13 million tonnes per year (2023-2033). Section 13 Mineral Resource Cut-offs The cut-offs used to estimate mineral resources by site include, the minimum beneficiation plant concentrate BPL (%P 2 O 5 ), minimum pebble BPL (%P 2 O 5 ), maximum pebble magnesium oxide concentration and a maximum clay content cut-off for a logged matrix layer and the composite matrix volume. Section 11 Mineral Reserve Cut-off Cut-off based on productivity factors per site have been applied to estimate mineral reserves. Section 12 Mining Dilution 15.5 to 21.5% minimum pebble volume dilution and 10.3 to 16.0% minimum concentrate volume dilution. Section 11 Mineral Resource Impurity Recovery 100% Section 11 Mineral Reserve Pebble Impurity Recovery 93 to 98% Fe2O3, 97 to 115% aluminum oxide (“ Al 2 O 3 ”), 87 to 100% CaO, 110 to 120% MgO Section 12 Mineral Reserve Concentrate Impurity Recovery 92 to 96% Fe 2 O 3 , 88 to 105% Al 2 O 3 , 87 to 100% CaO, 95 to 102% MgO Section 12 Processing Method Beneficiation plants at the facilities consisting of washer, sizing and flotation processes. Section 14 Mineral Resource Beneficiation Plant Recovery 100% Section 11 Mineral Reserves Beneficiation Plant Recovery Pebble: 87.8 to 97.2%, Concentrate: 68.5 to 79.5% Section 12 Deleterious Elements and Impact Major elements include MgO, pyrite (FeS2) and Al 2 O 3 affecting flotation and filtering processes. Section 10, 11,12 Environmental Requirements, Permits etc. No significant environmental permitting encumbrances. Section 17 Geotechnical Factors (if any) No concerns. Section 13 Hydrological or hydrogeological factors (if any) Water inflow onto mining areas can impact recovery and dilution. Section 13 Commodity Price $103/tonne of phosphate rock for 2021 mineral resources and $118/tonne for mineral reserves. Section 16 57 Table of Co ntent Mineral Resource Estimates Mosaic’s phosphate mineral resources are reported as a beneficiation plant product (phosphate rock) tonnage and P 2 O 5 grade, including a total primary impurities ratio (“ MER ”). The geological information used to estimate the phosphate mineral resources for the mining facilities and exploration properties is based on drilling and sampling. The mineral resource estimates are completed using a proprietary software that applies specific grade, physical and impurity limits to the raw drill data of the property. These factors are used to select material that contains sufficient grade, limited impurities and is physically extractable to be included in the mineral resource estimate. The confidence and classification of the mineral resources is estimated based on the drill density of the evaluated area. Mineral resources that are not mineral reserves have not demonstrated economic viability utilizing the criteria and assumptions required. The methodology for estimating mineral resources consists of interpreting the available geological data to create composites of lithological units that meet the specified criteria. These composites are then mapped to determine the mineral resource boundary. The boundary is then trimmed to account for permit and mine boundary limitations. The composite data is also used to create a geologic model composed of volume, density, grade, and impurity grids created using inverse distance weighted as the interpolation method. Elevation grids are created using triangulation based on LiDAR (Light Detection and Ranging) or survey data assigned to each drill hole. A utility macro is used to adjust elevations to account for holes with no matrix that meets the mine requirements. The data from each grid is then volumetrically combined using product volumes for the specific mineral resource shape and mineral resource classification creating a block of uniform constituents. Estimation of mineralization tonnage, grade and impurities is done by applying the volume weight percent of pebble, feed, and clay for the given mineral resource shape. Additional details regarding the estimation methodology are listed in Section 11 of the 2022 Florida Phosphate Mining TRS filed as an Exhibit to this Form 10-K. Table 2.12 lists the total mineral resource estimates. Mineral resources are reported exclusive of the mineral reserves. Table 2.12: Mineral Resources at the End of the Fiscal Year Ended December 31, 2023 Based on a LOM Plan Phosphate Rock Price of $103 per tonne (a)(b)(c)(d)(f) (tonnes in millions) Category Tonnes (e) Grade %P 2 O 5 (e) Cut-off Grade Metallurgical Recovery % Measured 102.0 30.0 n/a 100 % Indicated 415.0 30.1 n/a 100 % Measured + Indicated 517.0 30.1 n/a 100 % Inferred 83.0 30.0 n/a 100 % ______________________________ (a) Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. (b) Mineral resources are reported as mineralization (matrix) tonnage, grade and impurities after beneficiation. (c) Mineral resources assume dragline mining at all sites except Wingate mine where dredging is assumed. (d) Mineral resources amenable to a dragline mining method are contained within a conceptual mine pit design using the same technical parameters as used for mineral reserves. (e) The cut-offs used to estimate mineral resources include: minimum beneficiation plant concentrate BPL (27.45%P 2 O 5 ), minimum pebble BPL (18.30%P 2 O 5 , except 22.88%P 2 O 5 for DeSoto and Pioneer), maximum pebble magnesium oxide concentration and a maximum clay content cut-off for a logged matrix layer, and the composite matrix volume. (f) A LOM commodity price of $103 per tonne of phosphate rock was used to assess prospects for economic extraction but is not used for cut-off purposes. The mineral resource estimated tonnage and grades did not change from 2022 to 2023. 58 Table of Co ntent Mineral Reserve Estimates Mosaic’s estimated mineral reserves are located at the South Fort Meade, Four Corners and Wingate mine facilities and are reported as a beneficiation plant product (phosphate rock) tonnage and P 2 O 5 grade including a total MER. Mineral reserves have demonstrated economic viability utilizing the criteria and assumptions required at each phosphate facility and meet all the mining criteria required including, but not limited to mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors. The methodology for estimating mineral reserves consists of interpreting the available geological data to create composites of lithological units that meet the specified reserve criteria. A utility macro is used to apply reserve plant volume recoveries, adjust insoluble limits to the geologic model and to adjust elevations grids to account for holes with no matrix that meets the mine requirements. Dragline or dredge pit design work and scheduling are applied to the geologic model by the mine planner. Tonnes, grades and product quality are estimated by applying the mining shapes to the geological model. The data from each grid is then volumetrically combined using product volumes for the specific mine pit shape creating a block of uniform constituents. The recoverable tonnes of pebble and feed for the entire mine pit are calculated based on the area of the mine pit. The beneficiation plant grade recoveries are then applied to the recoverable feed tonnes to estimate the mineral reserves and recoverable concentrate tonnes. Additional details regarding the estimation methodology are listed in Section 12 of the 2022 Florida Phosphate Mining TRS filed as an Exhibit to this Form 10-K. The mineral reserve estimates are listed in Table 2.13. Table 2.13: Mineral Reserves at the End of the Fiscal Year Ended December 31, 2023 Based on a LOM Plan Phosphate Rock Price of $118 per tonne ( a)(b)(c)(d)(e) (tonnes in millions) Category Tonnes Grade %P 2 O 5 Metallurgical Recovery % Proven 47 27.8 Pebble: 84.9 to 100%, Concentrate: 67.7 to 76.0% Probable 65 26.8 Pebble: 84.9 to 100%, Concentrate: 67.7 to 100% Proven + Probable 112 27.2 Pebble: 84.9 to 100%, Concentrate: 67.7 to 76.0% ___________________________ (a) South Fort Meade and Four Corners mineral reserves are mined by a dragline mining method. Wingate mineral reserves are mined by dredge mining. (b) Cut-off based on productivity factors per site have been applied to estimate mineral reserves. Recoverable finished product tonnes vs. matrix volume mined ranges from 9.4-9.9%. Recoverable finished product tonnes vs. total volume mined is 2.2%, (c) Mine designs are used to constrain measured and indicated mineral resources within mineable pit shapes. (d) Only after a positive economic test and inclusion in the LOM plan are the mineral reserve estimates considered and disclosed as mineral reserves. (e) A commodity price of $118 per tonne of phosphate rock was used to assess the economic viability of the mineral reserves in the LOM. Mineral Resources and Mineral Reserves Comparison As of December 31, 2023, we had mineral reserves of 112 million tonnes compared to 126 million in the prior year, resulting in a decrease of 11% for proven reserves. Changes in mineral reserve tonnage from the prior year are the result of mining depletion, re-evaluations and mineral reserve acquisitions. 59 Table of Co ntent BELLE PLAINE The Belle Plaine Facility is in the rural municipality of Pense (No. 160) in the province of Saskatchewan, Canada. It is located north of the TransCanada Highway (Hwy. 1) approximately 32 miles (51 km) west of Regina (Figure 2.4). It is the oldest and largest potash solution mine in the world. Coordinates for the Belle Plaine Facility are +50° 25’ 39.57, -105° 11’ 53.87” +50° 25’ 39.57,” -105° 11’ 53.87”. We lease 53,133 acres of mineral rights from the Crown under Subsurface Mineral Lease KL 106-R. Table 2.14 lists additional information regarding the lease. Table 2.15 outlines the lease acreage designated by township and section. The lease term is for a period of 21 years from July 2012, with renewals at the Company’s option for additional 21-year periods. In addition, we own 16,523 acres of mineral rights within the Belle Plaine area as shown in Table 2.16 below. All mineral titles owned or leased by us include “subsurface minerals,” which under The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan) means “all-natural mineral salts of boron, calcium, lithium, magnesium, potassium, sodium, bromine, chlorine, fluorine, iodine, nitrogen, phosphorus and sulfur, and their compounds, occurring more than 197.0 feet (60.0 m) below the surface of the land”. Other commodities (e.g., petroleum and natural gas, coal, etc.) may be included within mineral rights we lease or own but are not specifically sought after when acquired. Within the total acreage leased from the Crown or owned by us are parcels of land where we own or lease less than a 100% share of the mineral rights. 100% control by lease or ownership is required for mineral extraction. Acreages currently not mineable for this reason are listed in Table 2.17 below. There are no significant environmental permitting encumbrances, existing or anticipated in the future, associated with the Belle Plaine Facility. We do not anticipate any future encumbrances based on current known regulations and existing permitting processes. There are no outstanding fines or material violations. The net book value for Belle Plaine is $0.9 billion as of December 31, 2023. 60 Table of Co ntent Figure 2.4: Location Plan Table 2.14: Mineral Lease Crown Lease Number Type Area (Ha) E Expiration Date KL 106-R Subsurface Mineral Lease 21,501 July 1, 2033 61 Table of Co ntent Table 2.15: Sections and Acreages Owned by the Crown Township/Range Sections of Mineral Rights Owned by Crown* Area of Mineral Rights Owned by Crown (acres) 18/21 2/100 12 19/21 4-13/16 3,087 17/22 4-14/16 3,118 18/22 9-10/16 6,166 19/22 9-6/16 5,991 17/23 9-11/16 6,201 18/23 14-13/16 9,475 17/24 7-1/16 4,500 18/24 18-7/16 11,813 18/25 4-5/16 2,768 Total 83-2/100 53,131 *Full sections range from 640 acres to 644 acres; total acreage shown above is based on 640 acres per section where actual survey acreage is not available. Table 2.16: Sections and Acreages of Mosaic Owned Mineral Rights Township/Range Sections of Mineral Rights Owned by Mosaic* Area of Mineral Rights Owned by Mosaic (acres) Area of Full Quarter Sections Owned by Mosaic (acres) 17/23 11-2/16 7,121 6,069 18/23 7-1/16 4,831 4,057 17/24 7-11/16 4,922 3,526 18/24 5-6/16 3,441 2,871 Total 31-4/16 20,315 16,523 *Full sections range from 640 acres to 644 acres; total acreage shown above is based on 640 acres per section where actual survey acreage is not available. Table 2.17: Partial Mineral Rights Area Township/Range Sections of Crown Mineral Rights Leased by Mosaic, Currently Not Mineable* Crown Mineral Rights Leased by Mosaic, Currently Not Mineable (acres) 18/22 1-2/100 652 19/22 1-7/100 682 18/23 38/100 241 17/24 39/100 250 18/24 97/100 624 Total 3-83/100 2,449 *Full sections range from 640 acres to 644 acres; total acreage shown above is based on 640 acres per section where actual survey acreage is not available. Existing Infrastructure The Belle Plaine Facility consists of a mining area and a processing plant. Based on the current mine life, the mineral reserves support mining for 61 years. The processing plant consists of a refinery and cooling pond. The Belle Plaine Facility has the infrastructure in place to meet the current production goals and LOM plan. The current infrastructure includes major 62 Table of Co ntent road and highway access, railway support from Canadian National Railway (“ CNR ”) and Canadian Pacific Railway (“ CPR ”), SaskPower-supplied electricity, Trans Gas-supplied natural gas and potable and non-potable water supplied from a local fresh water source. The current Tailings Management Area (“ TMA ”) footprint is designed to support the volume and deposition rates indicated in the 2023 LOM plan. The main source of water (non-potable) required for production is provided by SaskWater from Buffalo Pound Lake, an 18 mile (29 km) long, 0.6 mile (1 km) wide lake with an average depth of 10 ft. (3 m), located northwest of the mine (Figure 15-1). Buffalo Pound Lake also supplies potable water for the cities of Regina, Moose Jaw and surrounding regions. Water levels are controlled by the SaskWater Security Agency and managed through the Lake Diefenbaker Dam. SaskWater operates a dedicated pumping station located on the south shore of Buffalo Pound Lake near the eastern edge of the lake with capacity of approximately 13,000 US gallons per minute. There are three on duty pumps and a fourth on standby to ensure steady supply. Belle Plaine typically runs two pumps to meet the current water needs with the other pumps providing peaking capacity for future mining. Potable water is supplied for the site from the Buffalo Pound Water Treatment facility that is operated by SaskWater. Belle Plaine also has a tie-in to the potable water line that feeds the City of Regina. SaskPower provides a portion of the power required to run the Belle Plaine Facility. This power comes in off their main grid that could be fed from any number of power plants, along the highline running north and south along Kalum Road. A total of 138 kV comes into the Belle Plaine substation through overhead lines where it is then stepped down to 13.8 kV using two transformers (28 MVA and 33.3 MVA) to their substation where there is also a 138 kV grounding transformer and a 138 kV gas insulated switchgear lineup. The Belle Plaine Facility generates power from the site powerhouse from two turbine generators. Typically, the total required Belle Plaine power requirement is 90% in-house generated power with the remaining being 10% fed from SaskPower. Belle Plaine does not have the option to send power back to the SaskPower grid. From the on-site substation, 13.8 kV transformer secondary wires are fed to 13.8 kV switchgear lineup in the Powerhouse to MCC rooms throughout the plant area and mine area. Belle Plaine uses overhead and buried cables throughout the mine area and cable trays in the refinery for the 13.8 kV wires. Belle Plaine owns a 138 kV air disconnect that is tied into SaskPower. SaskEnergy supplies natural gas to the Belle Plaine Facility. The gas flows from the main lines into a local regulator station situated just north of the administration building and powerhouse. This station takes the high-pressure feed from the main lines and cuts it down through on-site filtration and also does some pre-heating to provide low pressure gas directly to the facility. There are a variety of local or site roads on or to the Belle Plaine property. These are typically gravel roads. Roads around the processing plant are paved. CNR and CPR are available to the Belle Plaine Facility to move final product to port. There is a tri party joint operating agreement among Mosaic, CPR and CNR which governs the joint operation and interaction of all parties for freight services at the Mosaic Belle Plaine Facility. The Belle Plaine Facility is located between the cities of Moose Jaw and Regina, Saskatchewan. Moose Jaw has a population of approximately 34,000 people and is located 17 miles (28 km) west of the Belle Plaine Potash Facility. The Belle Plaine Facility workforce primarily lives in Regina and Moose Jaw. Belle Plaine Facility personnel are typically trained through a variety of trades programs offered at the Saskatchewan Polytechnic campuses, the University of Regina or the University of Saskatchewan. The province of Saskatchewan offers a large variety of suppliers for the potash mine operators. The potash industry in Saskatchewan is very mature which makes it easier to attract vendors to support the needs of the various mine sites throughout the province. Saskatoon and Regina both have large industrial sectors with a variety of machine shops and industrial support services. Some specialty services are provided from the Alberta oil and gas industry. Supplies are sourced locally, regionally and internationally based on availability or commercial considerations. Lead times and on-hand inventory are balanced to meet the needs of the site. Mining Method 63 Table of Co ntent The Belle Plaine Facility accesses the potash mineral reserves remotely by solution mining the ore. Paired wells are directionally drilled, cased, and cemented to the base of the potash beds and are then connected underground using proprietary potash mining techniques. Solution mining can target extraction of the potash (“ KCl ”) beds. Current mining practices allow for all three potash beds in the Prairie Evaporite formation to be recovered. Water, or a weaker brine, is injected into the cavern to return a salt saturated and potash rich brine. This fluid is pumped through pipelines from the mining area and sent to the refinery complex as raw feed for further processing. The total life cycle of each cavern is approximately 25 years. Once the potash recovery is exhausted, each cavern is plugged and decommissioned in accordance with local government regulations. The current production capacity of the Belle Plaine Facility is 3.2 million finished KCl tons/year (2.9 million finished tonnes/year). Capability is scheduled to ramp up to support a finished tonnage projection of 3.3 million tons (3.0 million tonnes) per year and will do so until drilling is completed in the year 2066 at which point there will be a ramp down in production until 2084. The 2023 Belle Plaine LOM plan based on mineral reserves has a total mine life of 61 years, ending in 2084. Processing Recovery Method The Belle Plaine Facility processing plant receives KCl-NaCl rich brine, known as raw feed, from the mine and achieves KCl recovery through the refinery and cooling pond areas. Well established solubility curves of H 2 O-NaCl-KCl systems are utilized to monitor the selective dropout of products in the process. The refinery subjects the raw feed brine from the mining area to changing temperatures and pressures that selectively precipitates the NaCl and then the KCl out of solution in different stages of the process. Selective drop out of NaCl is achieved through two parallel lines of evaporators that heat the brine with steam that is generated on-site through natural gas fired boilers. The heating of the raw feed brine results in water liberation, causing NaCl to concentrate in the brine and then precipitate out of solution. After the brine is conditioned in the evaporator circuit, it is pumped to the thickener area for clarification and then pumped into a crystallizer circuit for KCl recovery. The crystallizer circuit subjects the process brine to a vacuum that allows further boiling, creating a cooling effect on the brine. As the brine cools, the KCl is forced to precipitate out of solution. The solid KCl is withdrawn from the crystallizer vessel as a slurry and pumped to the dewatering and drying area. The brine that overflows the crystallizer circuit, which still contains some dissolved KCl and NaCl, is fed to the cooling pond area for further KCl recovery. The cooling pond area consists of multiple ponds that are fed with brine from the refinery and with raw feed brine from the mining area. The ponds facilitate atmospheric cooling, which allows KCl to preferentially precipitate out of the brine and then settle to the bottom of the ponds. The cooling pond area contains several KCl dredges that are comprised of a cutter wheel that fluidizes the deposited KCl from the bottom of a cooling pond and a slurry pump that moves the KCl slurry toward the dewatering and drying areas. The dewatering and drying area removes the bulk of the brine in the slurry through process equipment and then conveys the KCl product into natural gas fired industrial dryers. The dried KCl product is then fed into the sizing area or compaction area for compacting, crushing, and screening processes to achieve product size specifications. Finished product is then conveyed to the on-site storage area, where it is held until being reclaimed, rescreened and shipped off-site, primarily through rail. Site production is expected to increase to a stabilized 3.0 million tonnes per year until the year 2066, at which time the site will stop drilling new cavities and ramp down production to 2084. The site’s ability to produce at a sustained 3.0 million tonnes per year in future years is backed by a Canpotex proving run in 2016/2017, in which the Belle Plaine Facility achieved a production nameplate of 12,179 tons/day. Total site processing recovery will average approximately 79% throughout the remaining life of the mine and is dependent on sustained drilling activities. Future projections are modeled with mass and energy balance software to predict the future production and recovery capabilities. History and Exploration The Belle Plaine Facility started production in 1964, after a period of significant research into solution mining, potash recovery and processing plant construction. Table 2.18 summarizes the important historical dates and events for the Belle Plaine Facility. 64 Table of Co ntent Table 2.18: History Date Event/Activity 1928 Discovery of evaporites in the sedimentary sequence in Saskatchewan. 1956 to 1966 Pittsburgh Plate Glass completed significant research and development over a decade and published several research papers concerning solution mining and potash recovery. 1960 A pilot solution mining project located at the current site was constructed, convincing Pittsburgh Plate Glass to develop the first commercial potash solution mining operation in the world based on the pilot plant results. The first exploration well drilled at the Belle Plaine property was Standard Chemical Stony Beach #1 in August 1960. Fourteen additional exploration wells were drilled from August 1960 to June 1968. 1963 Kalium Chemicals, Ltd, a joint subsidiary of Pittsburgh Plate Glass and Armour and Co. started construction of the original processing plant for a capacity of 0.544 million tonnes annually. The main plant construction consisted of the North and South evaporators (all 8), crystallizers #1 to #4, #1 and #2 compactor systems, #1 to #5 beehive warehouses, loadout building and the office and maintenance buildings. 1964 Mine and processing plant construction completed and production commences. The first rail car of potash was produced and shipped in August. 1968 Capacity expansion to 0.9 million tonnes per year. Main assets added included three more crystallizers (#5, #6 and #7), a third cooling tower, a sixth beehive warehouse and a barn style warehouse #7, a fluid bed dryer and filter table and a third boiler. 1980 to 1984 Two capacity expansions, first to 1.1 million tonnes and the second to 1.5 million tonnes per year. The major assets added included bucket elevators for each product, the fine fluid bed dryer, #4 compactor, reheat system barometric, additional galleries and conveyors to the warehouse (1A), cooling ponds, scrubbers and the Cold Leach Area. 1989 Belle Plaine Facility sold to Sullivan & Proops (Vigoro). 1990s Capacity expansion to 2.0 million tonnes per year. Assets added included the K-Life System, #4 Turbo Generator, dual conveyors, conversion of the compaction system and additional compactors installed. 1995 IMC purchased Belle Plaine. 1998 The first 2D seismic survey at the Belle Plaine mine site was completed. A total of 160 line km was completed covering an area of approximately 5.4 sq. miles (14 sq. km). 2000 The first 3D seismic survey at the Belle Plaine Facility was completed, providing critical geological information about the geology of the potash members. This has become a critical tool used to provide confidence in the interpretation of the potash mineralization. 2001 The 2001 Belle Plaine Facility 3D seismic survey was completed. The survey covered approximately 5 sq. miles (13 sq. km) and was adjacent to and merged with the 2000 survey. This survey program utilized 35 miles (56 km) of source lines and 45 miles (72 km) of receiver lines. 2004 Mosaic created out of a merger between IMC and Cargill Crop Nutrition. 2005 The 2005 Belle Plaine Facility 3D seismic survey was completed. The survey covered approximately 4 sq. miles (11 sq. km) and was adjacent to and merged with previous 3D surveys. This survey program utilized 29 miles (47 km) of source lines and 34 miles (55 km) of receiver lines. 2008 The 2008 3D seismic survey covered approximately 28 sq. miles (72 sq. km) and was adjacent to and merged with previous 3D surveys. This survey program utilized 239 miles (385 km) of source lines and 235 miles (378 km) of receiver lines. 2008 to 2012 Capacity was expanded to 2.86 million tonnes per year. Assets added the injection wells 3 and 4, reclaim brine system, #4 boiler, process water building, cold leach motor control center room, #5 compaction system, #8 warehouse building, #2 reclaim, reclaim losses system, pond return slurry tank and centrifuge upgrades, rotary dryer #3, #2 loadout system, 37 miles (60 km) of new mine field pipelines, a drilling rig, new substation and replacement of the #4 crystallizer. 65 Table of Co ntent 2010 The Pense 3D seismic survey was completed that covered approximately 15 sq. miles (40 sq. km) and was adjacent to and merged with the previous 3D surveys. This survey program consisted of 136 miles (219 km) of source lines and 129 miles (208 km) of receiver lines. 2014 Plant upgrades included the adding and commissioning of Compaction #6. 2016/2017 The site’s ability to produce at a sustained 3.0 million tonnes per year in future years was validated through a “proving run” completed in 2016 when the Belle Plaine Facility achieved a proven peak capacity of 3.9 million tonnes per year. 2019 Plant upgrades were completed, consisting of adding the east thickener and advanced dewatering techniques. 2020 Two production wells were cored in 2020 to support the grade interpretation and calibration of the gamma geophysical logging system. The recent calibration check has been evaluated by a third party potash consultant to ensure applicability of the method regarding sample quality grade estimation. Geology and Mineralization The intracratonic Elk Point Basin is a major sedimentary geological feature in western Canada and the northwest U.S. It contains one of the world’s largest stratabound potash resources. The nature of this type of deposition is largely continuous with predictable depths and thickness. It is mined at several locations, including Mosaic's Esterhazy Facility. Potash at the Belle Plaine Facility occurs conformably within Middle Devonian-age sedimentary rocks ranging in thicknesses from approximately 100 to 131 feet (30.0 to 40.0 m) at a depth of approximately 5,345 to 5,740 feet (1,630 to 1,750 m). The Prairie Evaporite Formation, host to the potash mineralization, is divided into a basal lower salt and an overlying unnamed unit containing three potash-bearing units and one unit containing thin marker beds. In ascending order, the potash horizons in the upper unit are the Esterhazy Member, White Bear Marker Beds, Belle Plaine Member, and Patience Lake Member. Mineralogically, these members consist of sylvite and halite with minor amounts of carnallite (KCl, MgCl 2, 6H 2 O). The Esterhazy, Belle Plaine, and Patience Lake members underly the Belle Plaine property. Also present are the White Bear Formation marker beds which occur between the Belle Plaine and Esterhazy members but are of insufficient thickness to be minable. The following is a summary of the key stratigraphic units for the Belle Plaine Facility area: • Patience Lake Member : The uppermost member of the Prairie Evaporite Formation with potash production potential. Between the top of the Prairie Evaporite and the top of the Patience Lake Member is a 0 to 45 feet (0.0 to 14.0 m) thick unit of halite with clay bands called the Salt Back. The sylvite-rich horizons within the Patience Lake Member are mined using conventional underground mining techniques along a trend from Vanscoy to Lanigan in the Saskatoon area and by solution mining techniques at Belle Plaine. • Belle Plaine Member : The Belle Plaine Member underlies the Patience Lake Member and is separated from it by a zone of low grade sylvinite. The Belle Plaine Member is mined using solution mining techniques at the Belle Plaine Facility. • White Bear Formation : The White Bear Formation consists of marker beds that are a distinctive unit of thin interbedded clay, halite, and sylvinite horizons that are not minable due to insufficient thicknesses of only 4.0 to 5.0 feet (1.2 to 1.5 m). • Esterhazy Member : The Esterhazy Member is separated from the Belle Plaine Member by the White Bear Formation marker beds, a sequence of clay seams, low-grade sylvinite, and halite. The Esterhazy Member is mined using conventional underground techniques at the Esterhazy Facility in southeastern Saskatchewan, and by solution mining techniques at the Belle Plaine Facility. The mineable potash mineralization at Belle Plaine occurs in the three major potash bearing members, all of which are included in the solution mining. The potash mined at Belle Plaine is a mixture of halite and sylvite and in some parts of the Mining Area, small amounts of carnallite. There are several clay-rich zones that are not recovered in the solution mining process which recovers a concentrate portion of the minerals rather than the entire bed. 66 Table of Co ntent When considering the sequence of mining at the Belle Plaine Facility, the following terminology is applied to the beds. This describes the geology in a way that best summarizes the grades that are available for solution mining. • The Upper Mining Zone consists of beds 38 to 31 of the Patience Lake Member and beds 23 to 21 of the Belle Plaine Member. The Upper Mining Zone is about 90 feet (27.4 m) thick. • The Salt Stringer is a thin bed of salt located between Beds 31 and 23 in the Upper Mining Zone. The Salt Stringer is approximately 10 feet (3.0 m) thick. • The Interzonal Salt is a thick bed of salt located between the Lower and Upper Mining Zones. • The Marker Bed is a small, very rich potash bed located midway through the Interzonal Salt. • The Lower Mining Zone consists of beds 13, 12 and 11 of the Esterhazy Member. The Lower Mining Zone is approximately 20 feet (6.1 m) thick. Potash mineralization contains sylvinite: a mixture of the iron oxide-stained halite, sylvite and local carnallite. When present interstitially or as massive pods, carnallite can deteriorate rapidly or be preferentially dissolved. The color of the potash can vary from light orange to deep red rimmed crystals. The mineralization can be locally bedded or massive. The halite and sylvite crystals can range from small to more typically coarse to large which can be attributed to the conditions during deposition as there has been no alteration. Mineral Resource and Mineral Reserve Assumption and Modifying Factors The key mineral resource and mineral reserve assumptions and modifying factors are listed in Table 2.19. 67 Table of Co ntent Table 2.19: Key Assumptions and Modifying Factors Parameter Value TRS Section Supporting Information Regional geologic studies, 700 production wells, seismic surveys and greater than 55 years of mining history from approximately 350 caverns. Section 7, 11 Average composited total thickness of the potash mineralization amenable to solution mining 102.2 feet (31.1 m) Section 11 Tonnage Factor 17.2 cu ft./tonne (2,054 kilograms per cubic meter). Section 11 Average KCl grade from all drilling 30.6% (19.3% K 2 O) Section 11 Operating Days per Year 365 days Section 13 Mining Method Solution mining from surface installations. Section 13 Production Rate 3.0 million tonnes per year. Section 13 Cut-off No cut-off grade or value based on commodity price is used to estimate mineral resources. This is because the solution mining method used at Belle Plaine mining is not grade selective. Section 11, 12 Mining Recovery 21.5% Section 13 External Dilution None Section 12 Processing Method KCl recovered from brine solution. Section 14 Processing Recovery 79 to 90% Section 14 Deleterious Elements and Impact Trace NaCl and MgCl 2 Section 10 Environmental Requirements – Permits, etc. No significant environmental permitting encumbrances. Section 17 Geotechnical Factors (if any) No concerns. Section 13 Hydrological or Hydrogeological Factors (if any) No concerns. Section 13 Commodity Prices KCl commodity prices of US$325 for mineral reserves. Section 17 Exchange Rate (US$/C$) 1.32 Section 17 Mineral Resource Estimates The Belle Plaine Facility mineral resources are reported as in-situ mineralization and are exclusive of mineral reserves. The mineral resources occur in the Esterhazy, Belle Plaine and Patience Lake members. Mineral resources that are not mineral reserves have demonstrated economic viability utilizing the criteria and assumptions required at the Belle Plaine Facility. Mineral resources that are not mineral reserves have demonstrated economic viability utilizing the criteria and assumptions required at Esterhazy. The methodology for estimating mineral resources consists of interpreting the available geological data in plan view using AutoCAD 2020 software. The plan is updated to include the current mineral rights status, seismic survey interpretations, the limits of the current mining footprint, known areas (geological anomalies, town sites and other surface infrastructure) that make the mineral resource inaccessible and the planned cluster sites. Additional details regarding the estimation methodology is listed in Section 11 of the 2021 Belle Plaine Facility TRS. The mineral resource estimates for the Belle Plaine Facility are listed in Table 2.20. 68 Table of Co ntent Table 2.20: Mineral Resources as of December 31, 2023 Based on LOM Plan KCI Price of $325 per tonne (a)(b)(c)(d)(e)(g)(h) (tonnes in millions) Category Tonnes Grade %K 2 O Grade %KCl Cut-off Grade (f) Metallurgical Recovery Inferred 4,647 19 31 n/a 79 to 90% ___________________________ (a) The mineral resources are reported as in-situ mineralization. (b) Mineral resources are reported exclusive of those mineral resources that have been converted to mineral reserves. (c) Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. (d) Mineral resources assume solution mining. (e) Mineral resources amenable to a solution mining method are contained within a conceptual cluster and cavern design using the same technical parameters as used for mineral reserves. (f) No cut-off grade is used to estimate mineral resources. This is because the solution mining method used at the Belle Plaine Facility is not selective. At no point in the cavern development and mining process can a decision be made to mine or not mine the potash mineralization that is in contact with the mining solution. There is no control on what potash grade the mining solution dissolves to make a concentrate that is pumped to surface from the mining caverns for processing. (g) Tonnages are in US Customary and metric units and are rounded to the nearest million tonnes. (h) Rounding as required by reporting guidelines may result in apparent summation differences. There were no changes in the mineral resource estimates from 2022 to 2023. Mineral Reserve Estimates The Belle Plaine Facility mineral reserves are reported as in-situ mineralization accounting for all applicable modifying factors. Mineral reserves meet all the mining criteria required at the Belle Plaine Facility including, but not limited to mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors. The methodology for estimating mineral reserves consists of solution mining design work and scheduling and the application of mining recovery and unplanned dilution. Additional details regarding the estimation methodology are listed in Section 12 of the 2021 Belle Plaine Facility TRS. The mineral reserve estimates for the Belle Plaine Facility are listed in Table 2.21. Table 2.21: Mineral Reserves at the End of the Fiscal Year Ended December 31, 2023 Based on a LOM Plan KCl Price of $325 per tonne (a)(b)(c)(d)(e)(f) (tonnes in millions) Category KCl Tonnes Grade %KCl Grade %K 2 O Metallurgical Recovery % Proven 264 30.6 19.3 79 to 90% Probable 388 30.6 19.3 79 to 90% Proven + Probable 652 30.6 19.3 79 to 90% ___________________________ (a) Mineral reserves are based on measured and indicated mineral resources only. (b) All mineral reserves are mined by a solution mining method. (c) No cut-off grade is used to estimate mineral reserves. This is because the solution mining method used at the Belle Plaine Facility is not selective. At no point in the cavern development and mining process can a decision be made to mine or not mine the potash mineralization that is in contact with the mining solution. There is no control on what potash grade the mining solution dissolves to make a concentrate that is pumped to surface from the mining cavities for processing. (d) Only after a positive economic test and inclusion in the LOM plan is the mineral reserve estimate included as a mineral reserve. 69 Table of Co ntent (e) Tonnages are in US Customary and metric units and are rounded to the nearest million tonnes. The grades are rounded to one decimal place. (f) A commodity price of US$325/tonne of KCl and a U.S.$/CAD$ exchange rate of 1.32 were used to assess the economic viability of the mineral reserves in the LOM. Mineral Resources and Mineral Reserves Comparison As of December 31, 2023, our estimated mineral reserves were 652 million tonnes compared to 663 million as of the prior year-end, resulting in a change of <2% related to our proven reserves. The year-over-year change is due to mining depletion. ESTERHAZY The Esterhazy Facility is approximately 10 miles (16 km) to the east of the town of Esterhazy in Saskatchewan, Canada, 56 miles (90 km) southeast of the city of Yorkton and 137 miles (220 km) east of the city of Regina (Figure 2.5). The K1 mill site is located nine miles (14 km) northeast of Esterhazy. The K2 mill site is located 12 miles (19 km) east of Esterhazy. The K3 mine site is located four miles east (six km) of Esterhazy and the K4 mineral resources are located 18 miles northeast of Esterhazy. The geographic coordinates for K1 are latitude 50.726463 N and longitude -101.933506 W. The K2 coordinates are latitude 50.6574 N and longitude -101.8422 W and the K3 coordinates are latitude 50.64623 N and longitude -101.99346 W. Mosaic, through Mosaic Potash Esterhazy Limited Partnership, a wholly-owned indirect subsidiary of Mosaic, leases 197,920 acres of mineral rights from the Crown under Subsurface Mineral Leases KL 105, KL 126, and KLSA 003. Table 2.22 lists additional information regarding the three Crown leases. Table 2.23 outlines the total acreage of the Crown leases designated by township and range. The lease terms are 21 years, with renewals at our option for successive 21-year periods. We also own or lease 206,228 acres of freehold mineral rights within the Esterhazy area as shown in Table 2.24 below. All mineral titles owned or leased by Mosaic include the “subsurface mineral” which under The Subsurface Mineral Tenure Regulations (Saskatchewan) means all natural mineral salts of boron, calcium, lithium, magnesium, potassium, sodium, bromine, chlorine, fluorine, iodine, nitrogen, phosphorus and sulfur, and their compounds, occurring more than 60m below the surface of the land. Other commodities (e.g., petroleum and natural gas, coal, etc.) that are not specifically sought after when acquired may be on mineral titles that Mosaic leases or owns. Within the total acreage leased from the Crown or owned/leased by us are parcels of land where we own or lease less than a 100% share of the mineral rights. To mine these properties, we would need to acquire 100% control either by lease or ownership. Acres currently not mineable for this reason are listed in Table 2.25 below. There are no significant environmental permitting encumbrances (existing or anticipated in the future) associated with the Esterhazy Facility. Except for royalties, we do not anticipate any future encumbrances based on current known regulations and existing permitting processes. There are no outstanding fines or material violations. The net book value for Esterhazy is $3.5 billion as of December 31, 2023. 70 Table of Co ntent Figure 2.5: Location Plan 71 Table of Co ntent Table 2.22: Mineral Lease Crown Lease Number Type Area (Hectares) Expiration Date KL 105 Subsurface Mineral Lease 26,125 November 2, 2044 KL 126 Subsurface Mineral Lease 28,473 October 25, 2026 KLSA 003 Subsurface Mineral Lease 25,498 November 18, 2030 Table 2.23: Sections and Acreages Owned by the Crown Township/Range Sections of Mineral Rights Owned by Crown* Area of Mineral Rights Owned by Crown (acres) 19/30 19-2/16 12,221 20/30 18-1/16 11,542 21/30 18-6/16 11,753 22/30 2-1/16 1,331 19/31 18-1/16 11,561 20/31 19-3/16 12,265 21/31 13-7/16 8,613 22/31 15-15/16 10,238 18/32 5-7/16 3,471 19/32 18-15/16 12,116 20/32 14-11/16 9,388 21/32 17-2/16 10,970 22/32 4-6/16 2,799 18/33 5-12/16 3,662 19/33 10-11/16 6,850 20/33 11-7/16 7,326 21/33 8-5/16 5,313 22/33 1-6/16 878 18/1 15-9/16 9,969 19/1 15-14/16 10,158 20/1 16-7/16 10,533 21/1 14-6/16 9,207 22/1 4-3/16 2,668 19A/1 2-12/16 1,762 18/2 6-1/16 3,865 19/2 4-13/16 3,083 19A/2 1-12/16 1,130 Total 309-4/16 194,672 *Full sections range from 640 acres to 644 acres; total acreage shown above is based on 640 acres per section where actual survey acreage is not available. 72 Table of Co ntent Table 2.24: Sections and Acreages of Mosaic-Owned Mineral Rights Township/Range Sections of Mineral Rights Owned/ Leased by Mosaic* Area of Mineral Rights Owned/Leased by Mosaic (acres) 19/30 17-14/16 11,420 20/30 19-7/16 12,430 21/30 18-8/16 11,822 19/31 16-13/16 10,760 20/31 17-13/16 11,389 21/31 23-6/16 14,954 22/31 4-7/16 2,846 18/32 4-15/16 3,168 19/32 18-8/16 11,843 20/32 22-12/16 14,553 21/32 19-12/16 12,624 22/32 4-8/16 2,868 18/33 5-14/16 3,764 19/33 10-6/16 6,631 20/33 9-8/16 6,087 21/33 12-10/16 8,075 22/33 2-3/16 1,390 18/1 2-8/16 1,583 19/1 18-14/16 12,084 19A/1 4-15/16 3,177 20/1 20-8/16 13,134 21/1 21-7/16 13,707 22/1 9-15/16 6,343 18/2 2-9/16 1,631 19/2 10-4/16 6,579 19A/2 2-2/16 1,365 Total 30-2/16 206,227 *Full sections range from 640 acres to 644 acres; total acreage shown above is based on 640 acres per section where actual survey acreage is not available. 73 Table of Co ntent Table 2.25: Partial Mineral Rights Area Township/Range Crown Mineral Rights Leased by Mosaic, Currently Not Mineable (acres)* Mineral Rights Owned/Leased by Mosaic, Currently Not Mineable (acres)* 21/30 321 — 20/31 80 — 21/31 80 — 22/31 80 514 21/32 321 — 21/33 — 74 18/1 150 — 19/1 1209 138 19A/1 322 — 20/1 221 — 21/1 80 159 18/2 160 — 19/2 161 — 19A/2 61 — Total 3246 885 *Less than 100% share of a mineral rights parcel. Existing Infrastructure The Esterhazy Facility consists of an underground mine and two processing plants that started production in 1962. The mine has an additional expected life, based on mineral reserves of 33 years, to 2054. The Esterhazy Facility has the infrastructure in place to meet the current production goals and LOM plan. The current infrastructure includes: major road and highway access; railway support from CNR and CPR; SaskPower supplied electricity; TransGas and SaskEnergy supplied natural gas; and potable and non-potable water supplied from local fresh water sources. The long-term TMA development plan is being revised to support production at the levels indicated in the LOM plan. Process and potable water for the K1 mill is provided by three 200 ft (61 m) deep wells drilled into the upper Dundurn aquifer. The K2 mill water supply comes from the Cutarm Creek dam reservoir that is owned and operated by Mosaic. Located 1.5 miles (2.4 km) northeast of the K2 site, the dam forms a reservoir approximately 5.25 miles (8.5 km) long and 650 feet (200 m) wide. K3 mine water is supplied from K2 via a 7.4 mile (11.8 km) long pipeline. The power to operate the Esterhazy Facility is supplied by the provincial utility, SaskPower. The K1 mill is serviced by a 72 kV line with approximately 36 MVA capacity. The K2 mill has two services at 72 kV and 138 kV respectively, with a combined capacity of 125 MVA. The K3 mine is serviced by a 230 kV line from SaskPower with 140 MVA capacity. Two transformers step down the voltage, each rated at 70 MVA. TransGas provides an uninterrupted supply of natural gas to the Esterhazy Facility. SaskEnergy also supplies natural gas to a few outlying areas at K2. Esterhazy has regulator stations for the natural gas at each of the sites, with a low-pressure distribution piping network. The K1 and K2 sites are serviced by the CNR main line, and by spur lines to the CPR. The surrounding area is developed for agriculture with a road network, villages and towns. Regina International Airport is 140 miles (225 km) by highway west of the Esterhazy mine sites, while Yorkton municipal airport is 55 miles (90 km) to the northwest. The Town of Esterhazy maintains a paved 3,000 feet (914 m) long airstrip, located 8 miles (13 km) southwest of the K1 mill. 74 Table of Co ntent The Esterhazy Facility’s workforce lives throughout the area, generally within 62 miles (100 km) of the mine sites. This includes the Russell and Binscarth areas of western Manitoba. Education and healthcare facilities are in Esterhazy, Russell, Melville, and Yorkton. The province of Saskatchewan offers a large variety of suppliers for the potash mine operators. The potash industry in Saskatchewan is very mature, making it easier to attract vendors to support the needs of the various mine sites throughout the province. Saskatoon and Regina have large industrial sectors with a variety of machine shops and industrial support services. Some specialty services are provided from the Alberta oil and gas industry. Supplies are sourced locally, regionally and internationally based on availability or commercial considerations. Lead times and on-hand inventory are balanced to meet the needs of the site. Mining Method At Esterhazy, potash is extracted by underground mining using the room-and-pillar method. The average planned extraction quality of the potash ore is 28.4%. Pillars are left in place between mining rooms to support the overlying tock to prevent a failure of the upper rock formations preventing an inflow of brine from any overlying water bearing zones. The 2023 LOM plan for the Esterhazy Facility includes the K3 mineral reserves and the K4 mineral resources. It is based on an average production rate of 17.5 million tonnes per year based on 365 production days per year. The K3 mineral reserves production is expected to be at full production in 2024 and is expected to ramp down starting in 2051, with mining anticipated to be completed in 2054. The K4 mining resources are currently scheduled to start mining in 2051 and is expected to ramp up to full production in 2055 and ending in 2090. Processing Recovery Method The Esterhazy Facility’s processing plant consists of two separate mill facilities, designated as K1 and K2. Each mill processes the raw ore feed stock received from the underground mining operations through crushing, separation, screening and compaction unit operations to produce on-grade, saleable product. The plants utilize online grade analyzers to monitor the process as well as routine samples that are analyzed by the onsite lab. The milling can be broken down into two main functions: the wet end separates potash and salt, while the dry end sizes potash for sale. The wet end of the mill begins with raw ore sizing and crushing to prepare it for the separation processes. In heavy media, the larger size fraction is separated into potash and salt through dense media separation that is driven by differences of buoyancy in salt and potash. Flotation receives the smaller size fraction and has specific reagents added that allow the potash crystals to float while the salt is rejected as tailings material. At K2 there is also a crystallizer circuit that produces potash using solubility, temperature, and pressure differences. Dewatering and drying is the final stage in the wet end, where potash is sent through centrifuges and industrial driers to remove all moisture. Once the product is dried, it is sent to a screen to separate the right sized material from the over and undersize material for all the different product grades. Oversized material is sent through a crushing circuit to break it down to right sized material. The undersize material is upgraded through compaction to a larger product. Esterhazy plans to ramp up milling rates once the K3 mine is up to full capacity and then stabilize at a total milling rate to the end of mine life. The differences in final product tonnes will be based on supplied raw ore grade as it varies throughout the mine workings. The site’s ability to produce at the increasing rates being forecasted in the LOM plan are supported by a proving run in 2013, when the Esterhazy plants achieved an annual production nameplate of 5.7 million tonnes overall. History and Exploration The Esterhazy Facility K1 started production in 1962 and K2 started production in 1967. Table 2.26 lists the important historical dates and events for Esterhazy. Table 2.26: History 75 Table of Co ntent Date Event/Activity 1928 Discovery of evaporites in the sedimentary sequence in Saskatchewan. 1955 International Minerals and Chemicals (IMC, Canada) Ltd. acquired >500,000 acre lease in Esterhazy area and started drilling. 1957 to 1962 IMC Corporation begins shaft sinking at K1. The first official K1 mine production started September at a capacity of 0.9 million tonnes per year. 1965 K2 TMA Phase I expansion. 1966 The K1 mine capacity was expanded to 1.5 million tonnes per year. 1967 The K2 shaft sinking was completed to a capacity of 2.4 million tonnes per year. The first potash production from K2 was in April/May. 1968 The K2 TMA Phase II expansion was completed. 1974 K2 mill expansion, heavy media circuit. 1981 The K2 TMA Phase III expansion was completed. 1985 Inflow 10B was detected December 29, 1985 in the D400 entry at a point 3.5 miles (5.6 km) southwest of the K2 shaft. Initial inflow was estimated to be 1,000 gpm. Information obtained using seismic surveys allowed for targeted drilling and placement of calcium chloride and various grouts to reduce the inflow to manageable levels. The pumping capacity was increased through a series of stages to bring online a total of 22 pumps, to a maximum capacity of 4,000 gpm. As a result of these efforts, K1 and K2 sites continued normal mining operations. 1987 Mineral Resource Location Study – Vibroseis Study was completed. 1989 12 exploration drill holes to delineate the K1 and K2 mining area were completed. 1991 to 1998 Seismic surveys in the Gerald, Gerald West and Cutarm areas. 1997 IMC Kalium merged with IMC Global and Freeport-McMorRan. 1999 Company renamed to IMC Potash. 2000-03 Seismic surveys: 2D and 3D (K1 and K2). 2004 Renamed Mosaic because of Merger between IMC Global and Cargill Crop Nutrition. IMC Global and Cargill Crop Nutrition merged to form Mosaic Esterhazy ULC. 2005 3D seismic surveys completed at K1 (7.5 sq. miles, 19.5 sq. km) and K2 (4.0 sq. miles, 10.3 sq. km). 2006-09 Various seismic surveys completed. Hoist expansion at K2. Processing plant capacity increased to 4.8 million tonnes per year. K2 TMA expansion completed. Exploration drilling of 10 holes including two shaft pilot holes completed as part of the K3 expansion project. 2010 Completion of the crushing expansion at K1. 2011 3D seismic surveys at K1 North (19.7 sq. miles, 51.4 sq. km) and Perrin Lake (14.4 sq. miles, 37.3 sq. km). 2012 K3 South shaft pre-sink was completed. Esterhazy exits Tolling agreement with PCS. A number of 3D seismic surveys were completed including Saskman, K1 NW, K1 SWD Field. Seven brine injection wells were drilled at Farfield. 2013 K3 South Shaft sunk to the potash level. 3D seismic survey at Panel 11Q (9.2 sq. km) completed. Completion of mill expansion at K2 for an additional 0.7 million tonnes per year. 2014 3D seismic survey at Panel 11Q 3C (3.6 sq. miles, 9.3 sq. km) completed. 2015 3D seismic surveys at Gerald (4.7 sq. miles, 12.1 sq. km) and K3 (89.7 sq. miles, 232.4 sq. km) completed. 2016 Nine exploration drill holes completed. 2017 The K3 north shaft sinking was completed and the first K3 ore from the South shaft was skipped to surface and trucked to the K1 mill. 76 Table of Co ntent 2018 The K3 to K2 overland conveyor construction was completed. The K3 North shaft steel and Keope hoist rope up were completed. The K3 North shaft first ore skipped in December 18 and trucked to the K2 mill. The first K2 ore was conveyed on the overland conveyor to the K2 mill in December. 2019 Commissioned the K3 Koepe production and Blair service hoists. Four drum miners cutting K3 shaft pillar development started. Two four rotor miner assembly completed. The K3 South shaft sinking was completed in November. 2020 Completion of the South shaft bottom steel, added a third four-rotor miner, installed the Mainline conveyor, added a fourth rotor miner cutting and completed the K3 South Headframe concrete slip. K3 shaft pillar development was completed in December. The K3 fifth four-rotor miner started cutting in October. The first ore from K3 conveyed to K1. 2021 The sixth K3 four-rotor miner started cutting in January and the seventh four rotor-miner started cutting in May. The K1 and K2 mines were closed 8 months ahead of schedule in response to brine inflow conditions. 2022 K1 and K2 shaft decommissioning completed. Geology and Mineralization The intracratonic Elk Point Basin is a major sedimentary geological feature in western Canada and the northwest U.S. It contains one of the world’s largest stratabound potash resources. The nature of this type of deposition is largely continuous with predictable depths and thickness. It is mined at several locations, including the Esterhazy Facility. Potash at the Esterhazy Facility area occurs conformably within Middle Devonian-age sedimentary rocks and is found in total thicknesses ranging from approximately 100 to 131 feet (30 to 40 m) at a depth of approximately 5,345 to 5,740 feet (1,630 to 1,750 m). The Prairie Evaporite Formation, host to the potash mineralization, is divided into a basal “lower salt” and an overlying unnamed unit containing three potash-bearing units and one unit containing thin marker beds. In ascending order, the potash horizons in the upper unit are the Esterhazy Member, White Bear Marker Beds, Belle Plaine Member, and Patience Lake Member. Mineralogically, these members consist of sylvite and halite, with minor amounts of carnallite (KCl, MgCl 2, 6H 2 O). In the Esterhazy area, the Esterhazy, White Bear and Belle Plaine members are present, and the Patience Lake member is absent. The following is a summary of the key stratigraphic units for the Esterhazy Facility area: • Belle Plaine Member : The Belle Plaine Member underlies Second Red Bed and makes up part of the salt back that is critical to isolating the mining horizon from the formations above. The Belle Plaine Member is mined using solution mining techniques at the Belle Plaine Facility and is not mined at the Esterhazy Facility. • White Bear Member : The White Bear Member consists of marker beds that are a distinctive unit of thin interbedded clay, halite, and sylvinite horizons that are not minable due to insufficient thickness of only 4.0 to 5.0 feet (1.2 to 1.5 m). • Esterhazy Member : The Esterhazy Member is separated from the Belle Plaine Member by the White Bear Member marker beds, a sequence of clay seams, low-grade sylvinite, and halite. The Esterhazy Member is mined using conventional underground techniques at the Esterhazy Facility in southeastern Saskatchewan, and by solution mining techniques at the Belle Plaine Facility. The sylvinite intervals within the Prairie Evaporite Formation consist of a mass of interlocked sylvite crystals that range from pink to translucent and may be rimmed by greenish-grey clay or bright red iron insoluble material, with minor halite randomly disseminated throughout the mineralized zones. Local large one inch (2.5 cm) cubic translucent to cloudy halite crystals may be present within the sylvite groundmass, and overall, the sylvinite ranges from a dusky brownish red color (lower grade, 23% to 27% K 2 O with an increase in the amount of insoluble material) to a bright, almost translucent pinkish orange color (high grade, 30%+ K 2 O). Carnallite is also present locally in the Prairie Evaporite Formation as a mineral fraction of the depositional sequence. The intervening barren salt beds consist of brownish red, vitreous to translucent halite with minor sylvite and carnallite and increased insoluble materials content. 77 Table of Co ntent Mineral Resource and Mineral Reserve Assumptions and Modifying Factors The key mineral resource and mineral reserve assumptions and modifying factors are listed in Table 2.27. Table 2.27: Key Assumptions and Modifying Factors Parameter Value TRS Section Supporting Information Regional geologic studies, 59 exploration holes, seismic surveys, in-mine channel samples and 50 years of mining history at K1 and K2. Section 7 Average total thickness of the potash mineralization 8.55 feet (2.6 m)., based on the ratio of 8.5 feet (2.6 m). production panel mining height and 9.0 feet (2.7 m) development mining heights. Section 11 Density 129.878 lbs./cu ft. (2,080.446 kg/cu m) Section 11 In-mine channel samples grade 25.9% K 2 O Section 11 Operating Days per Year 365 days Section 13 Mining Method Underground room and pillar mining. Section 13 Production Rate 17.527 million tonnes per year. Section 13 Cut-off No cut-off grade or value based on commodity price is used to estimate mineral resources. This is because the mining method used at Esterhazy is not grade selective. Potash mineralization is mined on one level by continuous miners following the well-defined and continuous beds of mineralization with relatively consistent grades. Section 11 Mining Recovery 28.4% Section 12, 13 External Dilution 0% Section 12, 13 Processing Method Two mill facilities that crush, float, screen and compact KCl. Section 14 Processing Recovery 85 to 88% (86.1% average) Section 14 Deleterious Elements and Impact Increased amounts of NaCl can significantly impact production volumes. Section 10 Environmental Requirements, Permits, etc. No significant environmental permitting encumbrances. Section 17 Geotechnical Factors (if any) No concerns/issues. Section 13 Hydrological or Hydrogeological Factors (if any) Undersaturated brines from adjacent aquifers. Section 13 Commodity Prices $219/tonne for the economic evaluation of the 2021 mineral resources and $320/tonne for the mineral reserves. Section 16 Exchange Rate (US$/CAD$) 1.31 for the 2021 mineral resources and 1.32 for the mineral reserves. Section 16 Mineral Resource Estimates 78 Table of Co ntent The Esterhazy Facility’s mineral resources are reported as in-situ mineralization and are exclusive of mineral reserves. The mineral resources occur in the Esterhazy, White Bear and Belle Plaine members. The mineralization is assumed to be laterally continuous and consistent, based on publicly available regional geological information and Mosaic's knowledge of the local geology and area. Mineral resources that are not mineral reserves have not demonstrated economic viability utilizing the criteria and assumptions required at Esterhazy. The methodology for estimating mineral resources consists of interpreting the available geological data in plan view using AutoCAD 2020 software. The plan is updated to include the current mineral rights status, seismic survey interpretations, the limits of the current mining footprint, known areas (geological anomalies, town sites and other surface infrastructure) that make the mineral resource inaccessible, property boundary pillars, pillars around exploration holes and infrastructure, “no mining” areas in the uncontrolled mineral rights locations and a pillar between the K1 and K2 mining area and the adjacent K4 mineral resource areas. Additional details regarding the estimation methodology are listed in Section 11 of the 2021 Esterhazy Facility TRS filed as an Exhibit to the 2021 Form 10-K. The mineral resource estimates for the Esterhazy Facility are listed in Table 2.28. Table 2.28: Mineral Resources at the End of the Fiscal Year Ended December 31, 2023 Based on a LOM Plan KCl Price of $219 per tonne (a)(b)(c)(d)(e)(g)(h)(i)(j) (tonnes in millions) Category Tonnes Grade %K 2 O (f) Metallurgical Recovery Measured 255.0 23.3 86.1 Indicated 2,092.0 22.8 86.1 Measured + Indicated 2,347.0 22.9 86.1 ___________________________ (a) The mineral resources are reported as in-situ mineralization and are exclusive of mineral reserves. (b) Mineral resources have an effective date of December 31, 2023. Mineral resources are reported exclusive of those mineral resources that have been converted to mineral reserves. Unlike mineral reserves, mineral resources do not have demonstrated economic viability, but they do demonstrate reasonable prospects for economic extraction. (c) Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. (d) Mineral resources assume an underground room and pillar mining method. (e) Mineral resources amenable to underground mining method are accessed via shaft and scheduled for extraction based on a conceptual room and pillar design using the same technical parameters as for mineral reserves. (f) No cut-off grade or value based on commodity price is used to estimate mineral resources. This is because the mining method used at Esterhazy is not grade selective. The potash mineralization is mined on one level by continuous miners following the well-defined and continuous beds of mineralization with relatively consistent grades (Section 11.2). (g) Tonnages are in US Customary and metric units and are rounded to the nearest million tonnes. (h) Rounding as required by reporting guidelines may result in apparent summation differences. (i) %K 2 O refers to the total %K 2 O of the sample. (j) The percent carnallite refers to the mineral associated with potash ore at Esterhazy (KCl.MgCl3.6H 2 O). It is considered an impurity. Mineral Reserve Estimates The Esterhazy Facility’s mineral reserves are reported as in-situ mineralization, accounting for all applicable modifying factors. Mineral reserves meet all the mining criteria required at Esterhazy including, but not limited to mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. 79 Table of Co ntent The methodology for estimating mineral reserves consists of post pillar mine design work and scheduling and the application of mining recovery and unplanned dilution. Additional details regarding the estimation methodology are listed in Section 12 of the 2021 Esterhazy Facility TRS filed as an Exhibit to the 2021 Form 10-K. The mineral reserve estimates for the Esterhazy Facility are listed in Table 2.29. Table 2.29: Mineral Reserves at the End of the Fiscal Year Ended December 31, 2023 Based on a LOM Plan KCl Price of $320 per tonne (a)(b)(d)(e) (tonnes in millions) Category Tonnes Grade %K 2 O (c) Metallurgical Recovery % Proven 113.0 23.00 85.3 Probable 402.0 20.74 85.3 Proven + Probable 515.0 21.24 85.3 ___________________________ (a) Mineral reserves have an effective date of December 31, 2023. (b) Underground mining standards and design criteria are used to constrain measured and indicated mineral resources within mineable shapes. Only after a positive economic test and inclusion in the LOM plan is the mineral reserve estimate included as mineral reserves. (c) Tonnages are in US Customary and metric units and are rounded to the nearest million tonnes. (d) Rounding as required by reporting guidelines may result in apparent summation differences. (e) %K 2 O refers to the total %K 2 O of the samples. (f) The percent carnallite refers to the mineral associated with potash ore at Esterhazy (KCl.MgCl3.6H 2 O). It is considered an impurity. (g) A KCI commodity price of $320 was used to assess economic viability for the mineral reserve for the 2023 LOM plan. (h) We used a US$/CAD$ exchange rate of 1.32 to assess economic viability for the mineral reserves but was not used for cut-off purposes. Mineral Resources and Mineral Reserves Comparison Our mineral reserves decreased overall by 5.2% from 2022 to 2023. Proven reserves increase by 3% while probable reserves decreased 7%. The year over year changes are due to mining depletion, changes in mineral reserve category and increased sterilization of mineral reserves due to unmineable buffer areas. TAPIRA Tapira is located in the western portion of the state of Minas Gerais, in the southeast of Brazil, to the north of the town of Tapira, and approximately 22 miles (35 km) south-southeast of the city of Araxá (Figure 2.6). The mine is 261 miles (420 km) by road to the Minas Gerais state capital of Belo Horizonte, via the BR-262 highway to Araxá and then the BR 146 highway to Tapira. The property extends from approximately UTM 7,805,000 N to 7,799,500 N, and from 304,000 E to 310,000 E (Corrego Alegre 1961, UTM Zone 23 South), and is centered approximately at 19º52’S/46º51’W. The Tapira complex consists of a mine and a phosphate beneficiation plant. The plant produces phosphate conventional and ultrafine concentrate, which is sent by pipeline (conventional) and truck (ultrafine) to local Mosaic chemical plants for finished product production. 80 Figure 2.6: Project Location Plan Infrastructure Tapira is located in a highly developed region known as Alto Parnaíba. This region is known for its excellent, modern infrastructure with high standards of living compared with other regions in Brazil. The local infrastructure available to Tapira is excellent, as it is situated within a well-established mining area, 22 miles (35 km) from the well-developed city of Araxá and within 16 miles (25 km) of two other mining operations. The supply of electricity occurs via a 13.8 kiloVolt (“ kV ”) transmission line that is operated by CEMIG and Vale Energia Concessionaires. Tapira has a total receipt of 40 megawatts (“ MW ”) and an annual power usage around 305 gigawatts (“ GW ”). The main substation receives 13.8 kV in three oil-type transformers which is transferred to secondary substations. From the secondary substations, power is distributed to the end-use areas at 110 volts (“ V ”), 220 V, 280 V, 440 V, or 4,160 V. Water intake comes from the Ribeirão do Inferno and artesian wells, as well as recovered water from the tailings dams. Additionally, there are four artesian wells at Tapira. The industrial reuse system used to recover water from the dams includes 10 pumps (four operating and six on stand-by) and 36-inch (91 cm) pipes covering varying distances to the different dam areas. The distance from BR1 dam is approximately six miles (nine km) with a rated capacity of 4,400 cubic meters per hour ( “ m 3 /hr ” ). The distance from BL1 dam is approximately two miles (three km) with a rated capacity of 10,400 m 3 /hr. The distance from BR dam is approximately 2.5 miles (four km) with a rated capacity of 4,900 m 3 /hr. There is currently no rail or airport access at Tapira. The closest rail and airport access is in the city of Araxá. Infrastructure includes a phosphate beneficiation plant with associated support infrastructure, including tailings storage facilities, maintenance facilities, warehouses, and various administrative and other support facilities. The mine infrastructure 81 includes overburden storage and other material storage facilities, surface water management features and maintenance, warehouses, and other typical support infrastructure. Tapira includes an impoundment stability monitoring system that covers all the operating impoundments at Tapira. Network connectivity is in place at the mine buildings and a telephone system provides coverage throughout the mine unit. A radio system provides the ability to dispatch and control the mining equipment and transport trucks as well as communicate with the control room in the beneficiation plant. Mineral and Surface Rights Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by the ANM. This governmental agency, which controls the mining activities throughout Brazil, was recently created as a replacement of the former National Department of Mineral Production (“ DNPM ”). All sub-soil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. We currently hold a total of nine mining permits within the Tapira area (3,853 hectares ( “ ha ” )). The Tapira mineral assets are part of a Consortium named Consórcio Vale Fosfértil Tapira created by Decree number 98.962 (February 16, 1990), process number 930.785/1988 (4,355.76 ha) granted to Vale S.A. (previously Vale do Rio Doce S.A.) and Vale Fertilizantes Fosfatados S.A. – Fosfértil. The Tapira Mining Consortium and all mining permits have transferred from Vale S.A to Mosaic Fertilizantes P&K Ltda. Tapira has an overall surface rights area of 8,008 ha distributed in 18 different property registrations. The surface area within the ultimate pit is currently mostly controlled by Mosaic. There is a small area near a local village that is not within the current property rights. The relocation of the village and State Highway MG-146 will be necessary to fully realize the LOM tonnages. The area surrounding the village and State Highway MG-146 is currently included in the currently controlled mining permits; and is therefore, not seen as a significant encumbrance to Tapira. The capacity requirements are not currently in place for all tailings disposal for total LOM capacity requirements. However, Tapira has an ongoing permitting and development plan to support the mining operations that will continue through the LOM requirements. Present Condition of the Propert y The Tapira mine has been in operation since 1978 and is a production stage property. All required fixed and permanent infrastructure of power, pipelines and primary roadways, and project access are established. Drainage, water controls, and mine access roads and ramps are established for current operations and will be expanded and continued as the pit progresses through its planned life of operations. The ore at Tapira is recovered using open-pit conventional truck and shovel mining methods, due to the proximity of the ore to the surface and the physical characteristics of the deposit. The ore is transported via truck to a homogenization pile where it is later fed to the beneficiation plant via conveyors. The beneficiation plant produces phosphate conventional and ultrafine concentrate which is sent by pipeline (conventional) and truck (ultrafine) to local Mosaic chemical plants for finished product production. The mining equipment at Tapira is leased and therefore not owned by us. The beneficiation plant has been in operation since Tapira started 44 years ago. The tailings dams, water dams and sedimentation ponds have been active at Tapira since mining started 44 years ago as well. Currently the BR1 dam is being raised to its final design height to accommodate the LOM plan. The total book value for Tapira is R$1.7 billion (US$351 million with exchange rate of 1 US dollar = 4.8413 Brazilian Real) as of December 31, 2023. Exploration activities are ongoing for in-fill drilling for phosphate production to complete the current LOM. Additional areas of exploration and research include better understanding the non-weathered material and titanium ore for future mining prospects. History of Previous Operations 82 Tapira has been in operation since 1978 and has produced more than 70 million tonnes ( “ Mt ” ) of phosphate concentrate. Since 1978, Titanium Dioxide (TiO 2 ) bearing material, mainly in the form of anatase, has been stockpiled, with more than 200,000 tonnes awaiting the implementation of an economical beneficiation method. The geological structure of the alkaline complex of Tapira was first recognized in 1953, through magnetometric and radiometric investigations carried out by the Brazil-Germany Project. There was an agreement between the two countries to carry out regional geophysical aero-survey programs, performed by the Geological Survey of Brazil in the 1950s, 1960s, and 1970s. In 1968, three major private groups – Pedro Maciel, Companhia Meridional de Mineração, and Companhia Brasileira de Metalurgia e Mineração – had exploration research requests granted by DNPM. In early1971, Vale (previously known as Companhia Vale do Rio Doce) joined Pedro Maciel to create the company Titan International S.A., which changed its name to Rio Doce Titânio in later years. Vale acquired the rights of Pedro Maciel at the end of 1971, with the mining rights incorporated into the company Mineração Rio Paranaíba. At the time, a series of intensive and detailed systematic works were undertaken, and important occurrences of phosphate, titanium, niobium, rare earths, and vermiculite were identified. Extensive exploration works were undertaken between 1971 and 1973, with particular focus on the occurrences of titanium. From 1973 to 1977, the exploration priorities changed to occurrences of phosphate, with the aim of replacing the massive imports of fertilizers in the agricultural sector that was then undergoing a period of expansion in Brazil. In 1977, the Fosfértil (Fertilizantes Fosfatados S.A.) company was created under the administration of Petrofértil (a subsidiary of Petrobras, the Brazilian state oil company). In 1992, Fosfértil was privatized, and a pool of investors held the company shares. In 2010, Vale S.A. acquired complete control of Fósfertil and after created a new company, Vale Fertilizantes S.A., which included other fertilizer assets. At the start of 2018, Mosaic Fertilizantes P&K S.A. acquired the assets of Vale Fertilizantes including the Tapira mineral deposit. Mineral Resources and Mineral Reserves The regional and local geology, mineral resources, and mineral reserves are detailed in the sub-sections below. Regional and Local Geology The Tapira phosphate deposit is part of a series of Late-Cretaceous, carbonatite-bearing alkaline ultramafic plutonic complexes belong to the Alto Paranaiba Igneous Province. The Tapira igneous rocks intrude the phyllites, schists, and quartzites of the Late-Proterozoic Brasília mobile belt. The Tapira igneous complex is roughly elliptical, 35 square kilometers ( “ km 2 ” ) in area and consists predominantly of alkaline pyroxenite rocks with subordinate carbonatite, serpentinite (dunite), glimmerite, syenite, and ultramafic potassic dikes. The tropical weathering regime prevailing in the region and the inward drainage patterns developed from the weathering-resistant quartzite margins of the dome structures resulted in the development of an extremely thick soil cover in most of the complexes. The extreme weathering process was responsible for the residual concentration of apatite. The main geological types identified in the deposit are a combination of the igneous protoliths (bebedourites, phoscorites, and carbonatites) and the products of the weathering process. Mineral Resources The mineral resources at Tapira were estimated based on the long-standing exploration drilling and sampling completed at Tapira since 1967. The drilling results were loaded into the geological database, verified, and vetted for errors, and then used in the geological model to create the lithology and weathering surfaces. The geological model was used in creating the block model, where geological domains based on the lithology and weathering surfaces were utilized to interpret grade, density, and mass recovery in a geologically appropriate manner. Exploratory Data Analysis and geostatistical analysis were completed on the raw and composite data sets to help define interpolation parameters and mineral resource classifications. The mineral resources were restricted based on an optimized pit limit that took into account cut-off grade, price, mining costs, infrastructure limitations, and mineral licenses. The mineral resources are exclusive of mineral reserves and include approximately 69.7 Mt of measured and indicated mineral resources with a P 2 O 5 ap grade of 8.7%. There are an additional 180.8 Mt of inferred mineral resources with a P 2 O 5 ap grade of 9.2% (Table 2.30). 83 Table 2.30: Mineral Resources at the End of the Fiscal Year Ended 2023 Based on R$ 1,939.57/tonne of Phosphate Concentrate (a)(b)(c)(d) (tonnes in millions) Category Tonnes Grade (%P 2 O 5 ap) Metallurgical Recovery (%P 2 O 5 ap) Measured 16.5 8.6 42.4 Indicated 53.2 8.7 44.0 Measured + Indicated 69.7 8.7 43.6 Inferred 180.8 9.2 58.6 ___________________________ (a) Additional details are described in the TRS filed as an Exhibit to this Form 10-K. (b) Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. (c) Grades are P 2 O 5 ap, which represents the P 2 O 5 associated with apatite and was calculated by the evaluation of the CaO / P 2 O 5 ratio. Where CaO / P 2 O 5 ratio was greater than or equal to 1.34, P 2 O 5 ap was equal to the total of P 2 O 5 ; where the CaO / P 2 O 5 ratio was less than 1.35, P 2 O 5 ap was equal to the CaO / 1.35 ratio. (d) Mineral resource tonnages and grade are stated in-situ and exclusive of mineral reserves. Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.9 ≤ Ratio of CaO to P 2 O 5 (RCP) ≤ 3.0 was applied to mineral resources. Measured, indicated and inferred blocks were included in mineral resource estimates if they were inside mining concessions and exploration permits with a final report approved by ANM, but exclusive of physical structures such as the crusher and waste piles. A revenue factor of 1.0 with sales price of R$1,939.57 per tonne of phosphate concentrate (2023 price evaluation) was used to develop the mineral resource pit shell. Mineral Reserves A mineral reserve estimate has been prepared for Tapira. Mineral reserves are limited by the Tapira property boundary, and the ultimate pit designed for the LOM plan, which was limited with an economic optimized pit analysis. The mineral reserve estimate includes mining modifying adjustments for mining ore recovery, mining dilution, and ore concentration recovery factors. The mineral reserve estimate is limited to a cut-off grade of 5.0% P 2 O 5 ap, as well as certain geometallurgical beneficiation criteria, including: a. Diluted ratio of CaO to P 2 O 5 (RCP) between 0.9 and 3.0 b. Within one of the four mineralized domains characterized by lithology and alteration The beneficiation plant generates conventional (coarse) and ultrafine concentrates from the Tapira ore. The mass recovery of coarse concentrate is forecast based on the results of laboratory flotation tests performed on drill core samples. The mass recovery of coarse concentrate is predicted based on a mass recovery regression equation as a function of the ROM Fe 2 O 3 , CaO and P 2 O 5 chemical compositions. The metallurgical recovery is calculated from the mass recovery, the concentrate % P 2 O 5 , and the ROM % P 2 O 5 according to the following equation: Metallurgical recovery = 100 x Mass recovery x Concentrate % P 2 O 5 / ROM % P 2 O 5 The annual production estimates were used to determine annual estimates of capital and operating costs. All cost estimates were in Brazilian real 2023 R$ terms. Total capital costs included R$4.5 billion of sustaining capital and opportunity costs. Annual operating costs were based predominantly on historical consumption factors and unit costs. They included costs for ongoing, final reclamation, and closure. Annual total cost of rock production varied from R$320 per concentrate tonne to R$480 per concentrate tonne, with an average total cost of production for a tonne of phosphate rock concentrate at R$402. For the purpose of reporting for our total financial statistics, the discounted cash flow was converted from Reals to U.S. dollars at an exchange rate of R$4.86 = US$1.00. 84 Because Tapira is a captive operation supplying rock to other Mosaic-owned chemical plants, there is no transparent mined phosphate rock commodities price market in Brazil. Mineral reserves for Tapira were estimated based on an internal transfer price. This internal transfer price was set as a constant number of US$111.76 per tonne (R$543.17 per tonne). The Tapira mineral reserve, as of December 31, 2023, is estimated to be 443.6 Mt ROM (dry), with a dry grade of 9.0% P 2 O 5 ap delivered to the concentrator plant and 67.7 Mt (dry) concentrated phosphate tonnes at 34.7% P 2 O 5 post-concentration process plant. This includes (Table 2.31): a. 131.7 Mt of Proven Mineral Reserve at a 9.5% P 2 O 5 ap dry grade, resulting in 19.7 Mt of concentrate with a 34.6% P 2 O 5 post beneficiation plant; and b. 311.9 Mt of Probable Mineral Reserve with a 8.9% P 2 O 5 ap dry grade, resulting in 48.0 Mt of concentrate at 34.7% P 2 O 5 . Table 2.31 Mineral Reserves at the End of the Fiscal Year Ended 2023 Based on R$1,939.57/tonne of Phosphate Concentrate (a)(b)(c)(d)(e) (tonnes in millions) Category Tonnes (Dry) Grade (%P 2 O 5 ap Dry) Metallurgical Recovery (%P 2 O 5 ) Proven 131.7 9.1 55.6 Probable 311.9 8.9 58.8 Proven + Probable 443.6 9.0 57.8 ___________________________ (a) Additional details are described in the TRS filed as an Exhibit to this Form 10-K. (b) Mineral reserves are within measured and indicated mineral resource limits. (c) Only after a positive economic test and inclusion in the LOM plan is the mineral reserve estimate included as a mineral reserve. (d) Grades are P 2 O 5 ap, which represents the P 2 O 5 associated with apatite and was calculated by the evaluation of the CaO / P 2 O 5 ratio. Where CaO / P 2 O 5 ratio was greater than or equal to 1.34, P 2 O 5 ap was equal to the total of P 2 O 5 ; where the CaO / P 2 O 5 ratio was less than 1.35, P 2 O 5 ap was equal to the CaO / 1.35 ratio. (e) Mineral reserve tonnages and grade are stated as ROM tonnages. The mineral reserves are constrained by a pit design that honors site specific geotechnical designs by pit sector. The mine plan considers constraints required for surface and groundwater management, appropriate extraction methodology, labor and equipment requirements, beneficiation plant mass and metallurgical recoveries, and are dependent upon all permits and environmental licenses in place and continued approved status. The reference point for cut-off grade and pit optimization analysis is tonnes of concentrate at a price of R$1,939.57/tonne concentrate (2023 price evaluation). Cut-off grade of P 2 O 5 ap ≥ 5.0% and 0.9 ≤ RCP ≤ 3.0 was applied to mineral reserves. Mineral reserves were proven to be economic based on internal transfer price that was derived in the discounted cash flow and compared to the gross margin available. Mineral Resources and Mineral Reserves Comparison The comparison of the Mineral Resources as of December 31, 2022 and December 31, 2023 can be found in Table 2.32. The Measured and Indicated Mineral Resources have decreased by 46%, while the Inferred Resources have increased by 60% since December 31, 2022. 85 Table 2.32: Mineral Resources Comparison (tonnes in millions) December 31, 2023 December 31, 2022 Percent Difference Category Tonnes Grade (%P 2 O 5 ap) Tonnes Grade (%P 2 O 5 ap) Measured 16.5 8.6 62.8 8.0 Indicated 53.2 8.7 67.0 7.8 Measured + Indicated 69.7 8.7 129.8 7.9 -46 % Inferred 180.8 9.2 112.8 8.6 60 % The comparison of the Mineral Reserves as of December 31, 2022 and December 31, 2023 can be found in Table 2.33. The Mineral Reserves have decreased in tonnage by 3% from the December 31, 2022 estimate due to mining depletion as well as an updated mine plan and economic analysis. This change is not considered a material change . Table 2.33: Mineral Reserves Comparison (tonnes in millions) December 31, 2023 December 31, 2022 Percent Difference Category Tonnes Grade (%P 2 O 5 ap) Tonnes Grade (%P 2 O 5 ap) Proven 131.7 9.1 182.7 9.4 Probable 311.9 8.9 274.6 9.1 Proven+Probable 443.6 9.0 457.3 9.2 -3 % REGULATION S-K 1300 INTERNAL CONTROLS DISCLOSURE Qualified persons, including third parties and Mosaic employees, are responsible for estimating mineral resources and reserves. Mosaic has a Global Review Team, consisting of a broad spectrum of internal personnel outside the operating organization whose primary responsibilities include review of the mineral resources and reserves estimation reporting for compliance with SEC rules and regulations. The Global Review Team includes members from Mosaic’s accounting, finance, business units and legal departments. Reports prepared by qualified persons and third parties are reviewed at various levels of the Global Review Team before they are ultimately reviewed and approved by our senior leadership team. In future years, Mosaic expects to modify and streamline our S-K 1300 processes and internal controls. Item 3. Legal Proceedings. We have included information about legal and environmental proceedings in Note 23 of our Notes to Consolidated Financial Statements. That information is incorporated herein by reference. We are also subject to the following legal and environmental proceedings in addition to those described in Note 23 of our Consolidated Financial Statements included in this Form 10-K: Countervailing Duty Orders . In April 2021, the U.S. Department of Commerce ( “ DOC ” ) issued countervailing duty ( “ CVD ”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic. The purpose of the petitions was to remedy the injury to the U.S. phosphate fertilizer industry caused by imports that benefit from unfair foreign subsidies, and thereby restore fair competition. CVD orders normally stay in place for at least five years, with possible extensions. Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade ( “ CIT ” ) seeking to overturn the orders. Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies. These litigation challenges remain underway. Most recently, in July and September 2023, the CIT issued three remand rulings – one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Russia, one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Morocco, and one addressing the U.S. International Trade Commission’s determination in 86 antidumping and countervailing duty investigations of phosphate fertilizers from Russia and Morocco – instructing the agencies to reconsider certain aspects of the rulings that were the basis for issuing the CVD orders. When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports. In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021. DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro. These determinations are subject to appeal to the CIT. DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022. The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization. The South Pasture Mine – Hardee County Enforcement Action. On January 8, 2020, Hardee County issued a Notice of Violation (“ NOV ”) for Mosaic’s delay in meeting the required reclamation schedule for two designated reclamation units within the South Pasture Mine. The delay resulted from idling the South Pasture beneficiation plant in 2018; because the plant was idled, no sand was available for reclamation activities. Acting on Mosaic’s “Application for Waiver and Reclamation Schedule Extension,” in May 2020, the Hardee County Board of County Commissioners approved: (1) a waiver of the applicable reclamation deadlines of the South Pasture Development Order and Land Development Code; (2) an alternative reclamation schedule; and (3) a settlement agreement that resolved the NOV. Mosaic timely paid the civil penalty required by the settlement agreement and continues to implement the approved alternative reclamation schedule, as required. Monitoring programs are in place to ensure continued compliance with the Waiver and settlement agreement. Cruz Litigation . On August 27, 2020, a putative class action complaint was filed in the Circuit Court of the Thirteenth Judicial Circuit in Hillsborough County, Florida against our wholly-owned subsidiary, Mosaic Global Operations Inc., and two unrelated co-defendants. The complaint alleges claims related to elevated levels of radiation at two manufactured housing communities located on reclaimed mining land in Mulberry, Polk County, Florida, allegedly due to phosphate mining and reclamation activities occurring decades ago. Plaintiffs seek monetary damages, including punitive damages, injunctive relief requiring remediation of their properties, and a medical monitoring program funded by the defendants. On October 14, 2021, the court substantially granted a motion to dismiss we filed late in 2020, with leave for the plaintiffs to amend their complaint. On November 3, 2021, plaintiffs filed an amended complaint and in response, Mosaic filed a motion to dismiss that complaint with prejudice on November 15, 2021. On December 23, 2021, plaintiffs opposed that motion and Mosaic replied to that opposition on January 26, 2022. On April 6, 2022, the court heard argument on the motions to dismiss filed by Mosaic and each other co-defendant. In late March 2023, the court denied Mosaic's motions to dismiss, and discovery now is underway. We intend to continue to vigorously defend this matter. Faustina Plant Risk Management Plan . On September 14, 2022, EPA Region 6 issued a Notice of Potential Violation and Opportunity to Confer (“ NOPVOC ”) regarding compliance of our Faustina Plant with Section 112(r) of the Federal Clean Air Act and 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“ RMP Rule ”). The NOPVOC relates to a compliance evaluation inspection conducted by the EPA at the Faustina Plant from February 22-25, 2022 and alleges violations of the RMP Rule. We conferred with the EPA regarding the allegations in the NOPVOC on November 30, 2022. We negotiated a Consent Agreement and Final Order (“ CAFO ”) with the agency that was filed on January 30, 2024. The CAFO requires a penalty payment of $217,085 and the completion of two supplemental environmental projects: (1) installation of ammonia monitors and monitoring at the plant for a period of two years and (2) donation of two generators to the St. James Parish Department of Emergency Preparedness. Item 4. Mine Safety Disclosures. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report. 87 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. We have included information about the market price of, dividends on and the number of holders of our common stock under “Quarterly Results (Unaudited)” in the financial information that is incorporated by reference in this Form 10-K in Part II, Item 8. “Financial Statements and Supplementary Data”. The principal stock exchange on which our common stock is traded is The New York Stock Exchange under the symbol “MOS”. The following provides information related to equity compensation plans: Plan category Number of shares to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in first column) Equity compensation plans approved by stockholders 3,766,769 $ 34.46 17,924,996 Equity compensation plans not approved by stockholders — — — Total 3,766,769 $ 34.46 17,924,996 ______________________________ (a) Includes grants of 596,216 stock options, 1,485,573 time-based restricted stock units and 1,684,980 total stockholder return (“ TSR ”) performance units settled in stock. The total does not include cash-settled TSR performance units. For purposes of the table above, the number of shares to be issued under a performance unit award reflects the maximum number of shares of our common stock that may be issued pursuant to such performance award. The actual number of shares to be issued under a TSR performance unit award will depend on the change in the market price of our common stock over a three-year vesting period, with no shares issued if the market price of a share of our common stock at the vesting date plus dividends thereon is less than 50% of its market price on the date of grant and the maximum number issued only if the market price of a share of our common stock at the vesting date plus dividends thereon is at least twice its market price on the date of grant. (b) Includes weighted average exercise price of stock options only. Pursuant to our equity compensation plans, we have granted and may in the future grant employee stock options to purchase shares of common stock of Mosaic for which the purchase price may be paid by means of delivery to us by the optionee of shares of common stock of Mosaic that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the period covered by this report, no options to purchase shares of common stock of Mosaic were exercised for which the purchase price was so paid. The following table sets forth information with respects to shares of our Common Stock that we purchased under the repurchase programs during the quarter ended December 31, 2023: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program Maximum approximate dollar value of shares that may yet be purchased under the program (a) Common Stock October 1, 2023- October 31, 2023 1,416,915 $ 35.29 1,416,915 $ 1,267,818,328 November 1, 2023- November 30, 2023 1,444,352 34.62 1,444,352 1,217,818,369 December 1, 2023- December 31, 2023 1,378,073 36.28 1,378,073 1,167,818,473 Total 4,239,340 $ 35.38 4,239,340 $ 1,167,818,473 (a) At the end of the month shown. 88 Item 6. Reserved. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Management’s Discussion and Analysis of Financial Condition and Results of Operations listed in the Financial Table of Contents included in this report is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We have included a discussion about market risks under “Market Risk” in the Management’s Analysis that is included in this report in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. This information is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. Our Consolidated Financial Statements, the Notes to Consolidated Financial Statements, the report of our Independent Registered Public Accounting Firm, and the information under “Quarterly Results” listed in the Financial Table of Contents included in this report are incorporated herein by reference. All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore, have been omitted. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None. Item 9A. Controls and Procedures. (a) Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Our principal executive officer and our principal financial officer have concluded, based on such evaluations, that our disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period. (b) Management’s Report on Internal Control Over Financial Reporting We have included management’s report on internal control over financial reporting under “Management’s Report on Internal Control Over Financial Reporting” listed in the Financial Table of Contents included in this Form 10-K. We have included our registered public accounting firm’s attestation report on our internal controls over financial reporting under “Report of Independent Registered Public Accounting Firm” listed in the Financial Table of Contents included in this Form 10-K. This information is incorporated herein by reference. (c) Changes in Internal Control Over Financial Reporting Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated any change in internal control over financial reporting that occurred during the quarter ended December 31, 2023 in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act. There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 89 Item 9B. Other Information. During the quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement ” as those terms are defined in Item 408(a) of Regulation S-K. 90 PART III. Item 10. Directors, Executive Officers and Corporate Governance. The information contained under the headings “Proposal No. 1 – Election of Directors,” “Corporate Governance – Committees of the Board of Directors,” “ Beneficial Ownership of Securities,” and“Delinquent Section 16 Reports” included in our definitive proxy statement for our 2024 annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1. “Business,” in this report is incorporated herein by reference. We have a Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S-K adopted by the SEC under the Exchange Act that applies to our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics is available on Mosaic’s website (www.mosaicco.com) and we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our code of ethics by posting such information on our website. The information contained on Mosaic’s website is not being incorporated herein. Item 11. Executive Compensation. The information under the headings “Director Compensation” and “Executive Compensation” included in our definitive proxy statement for our 2024 annual meeting of stockholders is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information under the headings “Beneficial Ownership of Securities” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our 2024 annual meeting of stockholders is incorporated herein by reference. The table containing information related to equity compensation plans set forth in Part II, “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this report is also incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information under the headings “Corporate Governance – Board Independence,” “Corporate Governance – Committees of the Board of Directors,” “Corporate Governance – Other Policies Relating to the Board of Directors – Policy and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our 2024 annual meeting of stockholders is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. Our independent registered public accounting firm is KPMG LLP , Tampa, FL , Auditor Firm ID: 185 . The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm – Pre-approval of Independent Registered Public Accounting Firm Services” is included in our definitive proxy statement for our 2024 annual meeting of stockholders is incorporated herein by reference. 91 PART IV. Item 15. Exhibits and Financial Statement Schedules. (a) (1) Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. (2) All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. (3) Reference is made to the Exhibit Index in (b) below. (b) Exhibits Exhibit No. Description Incorporated Herein by Reference to Filed with Electronic Submission 2.i. Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc. (now known as The Mosaic Company (“Mosaic”), as successor by merger to MOS Holdings Inc. (“MOS Holdings”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (1) Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004 (2) 3.i. Restated Certificate of Incorporation of Mosaic, effective May 19, 2016 Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016 (2) 3.ii. Amended and Restated Bylaws of Mosaic, effective December 15, 2023 Exhibit 3.1 to Mosaic’s Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023 (2) 4.i Credit Agreement dated as of August 19, 2021, among Mosaic, Bank of America, N.A., as administrative agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/D Issuers party thereto Exhibit 4.i to Mosaic’s Current Report on Form 8-K dated August 23, 2021 and filed on August 23, 2021 (2) 4.ii First Amendment to Credit Agreement, dated as of May 10, 2023, among The Mosaic Company, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/C Issuers party thereto Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023 4.iii Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as trustee . Registrant hereby agrees to furnish to the Commission, upon request, all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011 (2) 4.iv Description of Registrant ’ s Common Stock Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 92 10.ii.a Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 10.ii.b Guaranty dated as of October 24, 2017 by The Mosaic Company Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 10.iii.a. (3) The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 2009 Appendix A to Mosaic’s Proxy Statement dated August 25, 2009 (2) 10.iii.a.1 (3) Form of Amendment dated May 11, 2011, to the Omnibus Incentive Plan Exhibit 10.iii.u. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011 (2) 10.iii.a.2 (3) Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, 2011 Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011 (2) 10.iii.b (3) Description of Mosaic Management Incentive Program X 10.iii.c.1 (3) Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective December 15, 2023 X 10.iii.c.2 (3) Mosaic LTI Deferral Plan, approved March 5, 2015 Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015 (2) 10.iii.c.3 (3) Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017 Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017 (2) 10.iii.d.1 (3) Form of Senior Management Severance and Change in Control Agreement effective April 1, 2023 Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2023 10.iii.d.2 Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2023 Exhibit 10.iii.d.2. to Mosaic’s Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period ended March 31, 2023 (2) 10.iii.d.3 (3) Form of expatriate agreement dated November 1, 2019 between Mosaic and an executive officer Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 93 10.iii.d.4 (3) Form of expatriate agreement dated January 8, 2016, between Mosaic and an executive officer Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022 10.iii.e.1 (3) Agreement between Cargill and Mosaic relating to certain former Cargill employees’ participation in the Cargill International Pension Plan Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012 (2) 10.iii.e.2 (3) Form of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension Plan Exhibit 10.iii.x. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013 (2) 10.iii.f. (3) Form of Indemnification Agreement between Mosaic and its directors and executive officers Exhibit 10.iii. to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008 (2) 10.iii.g. (3) Board of Directors compensatory plans, as described under the caption "Director Compensation" in The Mosaic Company definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the 2024 Annual Meeting of Stockholders). 10.iii.h. (3) Executive Perquisite Program The material under “Compensation Discussion and Analysis—Other Executive Compensation Arrangements, Policies and Practices—Perquisites” in Mosaic’s Proxy Statement dated April 12, 2023 10.iii.i. (3) The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive Plan”) Appendix B to Mosaic’s Proxy Statement dated April 2, 2014 (2) 10.iii.j. (3) Form of Amendment dated August 14, 2019, to the 2014 Incentive Plan Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 10.iii.k.1 (3) Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 5, 2015 Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015 (2) 10.iii.k.2 (3) Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 2, 2016 Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016 (2) 10.iii.k3 (3) Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016 Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016 (2) 10.iii.k.4 (3) Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan approved March 4, 2020 Exhibit 10.iii.a to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 94 10.iii.k.5 (3) Form of Executive TSR Stock Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020 Exhibit 10.iii.b to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 10.iii.k.6 (3) Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020 Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 10.iii.k.7 (3) Form of Global Restricted Stock Unit Award Agreement (March 2023) Exhibit 10.iii.k.1 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 10.iii.k.8 (3) Form of Executive TSR Performance Unit Award Agreement (Stock-Settled - March 2023) Exhibit 10.iii.k.2 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 10.iii.k.9 (3) Form of Executive TSR Performance Unit Award Agreement (Cash-Settled - March 2023) Exhibit 10.iii.k.3 to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023 10.iii.k.10 (3) Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022 Exhibit 10.iii.k to Mosaic’s quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022 10.iii.l.1 (3) The Mosaic Company 2023 Stock and Incentive Plan Appendix B to Mosaic’s Proxy Statement dated April 12, 2023 10.iii.l.2 (3) Form of Global Restricted Stock Unit Award Agreement under The Mosaic Company 2023 Stock and Incentive Plan approved May 24, 2023 Exhibit 10.iii.i to Mosaic's Quarterly Report on Form 10-!Q for the Quarterly Period Ended September 30, 2023 10.iii.l.3 (3) Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2023 Stock and Incentive Plan approved December 15, 2023 Exhibit 10.1 to Mosaic's Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023 10.iv.a Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company (4) Exhibit 10.1. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) 10.iv.b Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015 Exhibit 10.v.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 10.iv.c Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company (4) Exhibit 10.2. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) 95 10.iv.d Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.2 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015 Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) 21 Subsidiaries of the Registrant X 23.1 Consent of KPMG LLP, independent registered public accounting firm for Mosaic X 23.2 Florida Phosphate Mining Consent of Qualified Persons Exhibit 23.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 23.3 Tapira Consent of Qualified Persons X 23.4 Belle Plaine Potash Facility Consent of Qualified Persons Exhibit 23.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 23.5 Esterhazy Potash Facility Consent of Qualified Persons Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 24 Power of Attorney X 31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a) X 31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a) X 32.1 Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code X 32.2 Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code X 95 Mine Safety Disclosures X 96.1 Florida Phosphate Mining Technical Report Summary Exhibit 96.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 96.2 Esterhazy Potash Facility Technical Report Summary Exhibit 96.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 96.3 Belle Plaine Potash Facility Technical Report Summary Exhibit 96.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 96.4 Tapira Technical Report Summary X 97.1 Incentive Compensation Recovery Policy X 96 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X (c) Summarized financial information of 50% or less owned persons is included in Note 9 of Notes to Consolidated Financial Statements. Financial statements and schedules are omitted as none of such persons are significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements. ********************************************* (1) Mosaic agrees to furnish supplementally to the SEC a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request. (2) SEC File No. 001-32327. (3) Denotes management contract or compensatory plan. (4) Confidential information has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Exchange Act. 97 Item 16. Annual Report on Form 10-K Summary. None. 98 ********************************************* SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MOSAIC COMPANY (Registrant) /s/ Bruce M. Bodine Bruce M. Bodine Chief Executive Officer and President Date: February 22, 2024 S-1 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Name Title Date /s/ Bruce M. Bodine Chief Executive Officer and President and Director (principal executive officer) February 22, 2024 Bruce M. Bodine /s/ Clint C. Freeland Executive Vice President and Chief Financial Officer (principal financial officer) February 22, 2024 Clint C. Freeland /s/ Russell A. Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) February 22, 2024 Russell A. Flugel * Chairman of the Board of Directors February 22, 2024 Gregory L. Ebel * Director February 22, 2024 Cheryl K. Beebe * Director February 22, 2024 Timothy S. Gitzel * Director February 22, 2024 Emery N. Koenig * Director February 22, 2024 Jody L. Kuzenko * Director February 22, 2024 David T. Seaton * Director February 22, 2024 Steven M. Seibert * Director February 22, 2024 João Roberto Gonçalves Teixeira * Director February 22, 2024 Gretchen H. Watkins * Director February 22, 2024 Kelvin R. Westbrook *By: /s/ Philip E. Bauer Philip E. Bauer Attorney-in-Fact S-2 Financial Table of Contents Page Management’s Discussion and Analysis of Financial Condition and Results of Operations F- 2 Introduction F- 2 Key Factors that can Affect Results of Operations and Financial Condition F- 2 Results of Operations F- 4 Overview F- 5 Phosphates F- 8 Potash F- 10 Mosaic Fertilizantes F- 11 Corporate, Elimination and Other F- 12 Other Income Statement Items F- 12 Selling, General and Administrative Expenses F- 12 Other Operating Expenses F- 13 Interest Expense, Net F- 13 Foreign Currency Transaction Gain (Loss) F- 13 Other ( Expense) Income F- 13 Equity in Net Earnings of Nonconsolidated Companies F- 13 Provision for Income Taxes F- 13 Critical Accounting Estimates F- 14 Liquidity and Capital Resources F- 16 Off-Balance Sheet Arrangements and Obligations F- 18 Market Risk F- 20 Environmental, Health, Safety and Security Matters F- 23 Contingencies F- 29 Related Parties F- 29 Recently Issued Accounting Guidance F- 29 Forward-Looking Statements F- 29 Reports of Independent Registered Public Accounting Firm F- 32 Consolidated Statements of Earnings F- 35 Consolidated Statements of Comprehensive Income F- 36 Consolidated Balance Sheets F- 37 Consolidated Statements of Cash Flows F- 38 Consolidated Statements of Equity F- 40 Notes to Consolidated Financial Statements F- 41 Management’s Report on Internal Control Over Financial Reporting F- 83 F-1 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction The Mosaic Company (before or after the Cargill Transaction, as defined below, “ Mosaic , ” and with its consolidated subsidiaries, “ we , ” “ us , ” “ our ” or the “ Company ”) is the parent company of the business that was formed through the business combination (“ Combination ”) of IMC Global Inc. and the Cargill Crop Nutrition fertilizer businesses of Cargill, Incorporated and its subsidiaries (collectively, “ Cargill ”) on October 22, 2004. In May 2011, Cargill divested its approximately 64% equity interest in us in a split-off to its stockholders and a debt exchange with certain Cargill debt holders. We produce and market concentrated phosphate and potash crop nutrients. We conduct our business through wholly- and majority-owned subsidiaries as well as businesses in which we own less than a majority or a non-controlling interest, including consolidated variable interest entities and investments accounted for by the equity method. We are organized into the following business segments: • Our Phosphates 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 for sale domestically and internationally. We have a 75% economic interest in the Miski Mayo Phosphate Mine (“ Miski Mayo Mine ”) in Peru. These results are consolidated in the Phosphates segment. The Phosphates segment also includes our 25% interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. We market approximately 25% of the MWSPC phosphate production. We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Consolidated Statements of Earnings. • Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based crop nutrients, animal feed ingredients and industrial products. Potash sales include domestic and international sales. We are a member of Canpotex, Limited (“ Canpotex ”), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S. and Canada. • Our Mosaic Fertilizantes business segment includes five phosphate rock mines, four phosphate chemical plants and a potash mine in Brazil. The segment also includes our distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay. We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil. Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, corporate functional costs and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other. See Note 25 of the Consolidated Financial Statements in this Form 10-K for segment results. Key Factors that can Affect Results of Operations and Financial Condition Our primary products, phosphate and potash crop nutrients, are, to a large extent, global commodities that are also available from a number of domestic and international competitors, and are sold by negotiated contracts or by reference to published market prices. The markets for our products are highly competitive, and the most important competitive factor for our products is delivered price. Business and economic conditions and governmental policies affecting the agricultural industry and customer sentiment are the most significant factors affecting worldwide demand for crop nutrients. The profitability of our businesses is heavily influenced by worldwide supply and demand for our products, which affects our sales prices and volumes. Our costs per tonne to produce our products are also heavily influenced by fixed costs associated with owning and operating our major facilities, significant raw material costs in our Phosphates and Mosaic Fertilizantes businesses, and fluctuations in currency exchange rates. Our products are generally sold based on the market prices prevailing at the time the sales contract is signed or through contracts which are priced at the time of shipment. Additionally, in certain circumstances the final price of our products is determined after shipment based on the current market at the time the price is agreed to with the customer. Forward sales programs at fixed prices increase the lag between prevailing market prices and our average realized selling prices. The mix F- 2 and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include, among others, optimizing our production and operating efficiency within warehouse limitations, as well as customer requirements. The use of forward sales programs and the level of customer prepayments may vary from period to period due to changing supply and demand environments, seasonality, and market sentiments. World prices for the key raw material inputs for concentrated phosphate products, including ammonia, sulfur and phosphate rock, have an effect on industry-wide phosphate prices and production costs. The primary feedstock for producing ammonia is natural gas. The product price for ammonia is generally highly dependent on the supply and demand balance for ammonia. In North America, we purchase approximately one-third of our ammonia from various suppliers in the spot market, with the remaining two-thirds either purchased through a long-term ammonia supply agreement (the “ CF Ammonia Supply Agreement ”) with an affiliate of CF Industries, Inc. (“ CF ”) or produced internally at our Faustina, Louisiana location. The CF Ammonia Supply Agreement provides for U.S. natural gas-based pricing that is intended to lessen pricing volatility. If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of this agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could be at a competitive disadvantage. During 2023, the contract provided an advantage over pricing in the spot market. At times, we have paid more or less for ammonia under the agreement than in the spot market. On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025. In Brazil, we purchase all our ammonia from a single supplier. Sulfur is a global commodity that is primarily produced as a by-product of oil refining. The market price is based primarily on the supply and demand balance for sulfur. We believe our current and future investments in sulfur transformation and transportation assets will enhance our competitive advantage. We produce and procure most of our phosphate rock requirements through either wholly or partly owned mines. In addition to producing phosphate rock, Mosaic Fertilizantes purchases phosphate, potash and nitrogen products which are either used to produce blended crop nutrients (“ Blends ”) or for resale. Our per tonne selling prices for potash are affected by shifts in the product mix, geography and customer mix. Our Potash business is significantly affected by Canadian resource taxes and royalties that we pay to the Province of Saskatchewan in order for us to mine and sell our potash products. In addition, cost of goods sold is affected by a number of factors, including: fluctuations in the Canadian dollar; the level of periodic inflationary pressures on resources in western Canada, where we produce most of our potash; and natural gas costs for operating our potash solution mine at Belle Plaine, Saskatchewan. In the past, we have also incurred operating costs to manage salt saturated brine inflows at our Esterhazy, Saskatchewan K1 and K2 mine shafts, which we closed in June 2021, due to an acceleration of brine inflows. We have now transitioned mining to the K3 mine shaft, which has replaced production from the K1 and K2 shafts. Our results of operations are also affected by changes in currency exchange rates due to our international footprint. The most significant currency impacts are generally from the Canadian dollar and the Brazilian real. A discussion of these and other factors that affected our results of operations and financial condition for the periods covered by this Management’s Discussion and Analysis of Financial Condition and Results of Operations is set forth in further detail below. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of this Annual Report on Form 10-K ( “ Form 10-K ” ) , and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents. This section of this Form 10-K discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Form 10-K for the year ended December 31, 2022 and are incorporated by reference herein. Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes which are the equivalent of 2,205 pounds, unless we specifically state that we mean short or long ton(s), which are the equivalent of 2,000 pounds and 2,240 pounds, respectively. In addition, we measure natural gas, a raw material used in the production of our products, in MM BTU, which stands for one million British Thermal Units (“ BTU ”). One BTU is equivalent to 1.06 Joules. Management uses the following metrics to monitor segment performance: production volume, sales volume, average finished product selling price and average cost per unit consumed. F- 3 In the following table, there are certain percentages that are not considered to be meaningful and are represented by “NM”. Results of Operations The following table shows the results of operations for the years ended December 31, 2023, 2022, and 2021: Years Ended December 31, 2023-2022 2022-2021 (in millions, except per share data) 2023 2022 2021 Change Percent Change Percent Net sales $ 13,696.1 $ 19,125.2 $ 12,357.4 $ (5,429.1) (28) % $ 6,767.8 55 % Cost of goods sold 11,485.5 13,369.4 9,157.1 (1,883.9) (14) % 4,212.3 46 % Gross margin 2,210.6 5,755.8 3,200.3 (3,545.2) (62) % 2,555.5 80 % Gross margin percentage 16.1 % 30.1 % 25.9 % (14.0) % 4.2 % Selling, general and administrative expenses 500.5 498.0 430.5 2.5 1 % 67.5 16 % Impairment, restructuring and other expenses — — 158.1 — NM (158.1) (100) % Other operating expenses 372.0 472.5 143.2 (100.5) (21) % 329.3 NM Operating earnings 1,338.1 4,785.3 2,468.5 (3,447.2) (72) % 2,316.8 94 Interest expense, net (129.4) (137.8) (169.1) 8.4 (6) % 31.3 (19) % Foreign currency transaction gain (loss) 194.0 97.5 (78.5) 96.5 99 % 176.0 NM Other (expense) income (76.8) (102.5) 3.9 25.7 (25) % (106.4) NM Earnings from consolidated companies before income taxes 1,325.9 4,642.5 2,224.8 (3,316.6) (71) % 2,417.7 109 Provision for income taxes 177.0 1,224.3 597.7 (1,047.3) (86) % 626.6 105 Earnings from consolidated companies 1,148.9 3,418.2 1,627.1 (2,269.3) (66) % 1,791.1 110 % Equity in net earnings of nonconsolidated companies 60.3 196.0 7.8 (135.7) (69) % 188.2 NM Net earnings including noncontrolling interests 1,209.2 3,614.2 1,634.9 (2,405.0) (67) % 1,979.3 121 % Less: Net earnings attributable to noncontrolling interests 44.3 31.4 4.3 12.9 41 % 27.1 NM Net earnings attributable to Mosaic $ 1,164.9 $ 3,582.8 $ 1,630.6 $ (2,417.9) (67) % $ 1,952.2 120 % Diluted net earnings per share attributable to Mosaic $ 3.50 $ 10.06 $ 4.27 $ (6.56) (65) % $ 5.79 136 % Diluted weighted average number of shares outstanding 333.2 356.0 381.6 F- 4 Overview of the Years ended December 31, 2023 and 2022 Net earnings attributable to Mosaic for the year ended December 31, 2023 were $1.2 billion, or $3.50 per diluted share, compared to $3.6 billion, or $10.06 per diluted share for 2022. Significant factors that affected our results of operations and financial condition in 2023 and 2022 are listed below. These factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Year ended December 31, 2023 For the year ended December 31, 2023, operating results in all of our segments were impacted by lower average sales prices compared to the prior year. Global markets softened compared to the prior year, with a rebound in supply combined with buyers delaying purchases in the first half of the year, in anticipation of lower prices. Buyer deferral reversed in the later part of the current year, and we saw seasonal price strength in many markets. In the Phosphates segment, operating results for 2023 were driven by lower average selling prices, partially offset by lower raw material costs and higher sales volumes compared to the prior year. Selling prices decreased due to the factors described above and were partially offset by lower raw material costs, primarily sulfur and ammonia, due to global supply and demand. Finished product sales volumes were favorable versus the prior year, driven by buyers deferring purchases in the prior year period in anticipation of lower sales prices. In the Potash segment, 2023 operating results were unfavorably impacted by lower average selling prices of potash compared to the prior year period, driven by the factors discussed above. This was partially offset by higher sales volumes, driven by the factor discussed above. Current year operating results were also unfavorably impacted by higher idle plant and maintenance turnaround costs, due to the temporary idling of our Colonsay, Saskatchewan mine in the first half of the year, due to market conditions, and the length of turnarounds, compared to the prior year. In the Mosaic Fertilizantes segment, 2023 results were unfavorably impacted by a decrease in average selling prices compared to the prior year period, driven by the factors discussed above. Sales volumes of finished goods, including performance products, were higher in the current year period, compared to the same period in the prior year, due to an increased customer base as a result of our growth strategy to expand our presence in Brazil. Results were also favorably impacted by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business. F- 5 Other highlights in 2023 include : • In January 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and the approximately 7,000 acres on which it sits for net proceeds of $158 million. The Resort is a destination resort and conference center, which we developed in an area of previously mined land as part of our long-term business strategy to maximize the value and utility of our extensive land holdings in Florida. In addition to a hotel and conference center, the Resort includes multiple golf courses, a clubhouse and ancillary facilities. The sale resulted in a gain of $57 million. • In the first quarter of 2023, we purchased the other 50% interest of equity of Gulf Sulphur Services (“ GSS ”), which gives us full ownership and secures control of our sulfur supply chain in the Gulf of Mexico. • In February 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. In 2023, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $748 million. This includes 5,624,574 shares that we purchased under the 2023 ASR Agreement. • In the first quarter of 2023, our Board of Directors approved a special dividend of $0.25 per share to be distributed in March to our stockholders of record as of March 15, 2023. In the fourth quarter of 2023, our Board of Directors approved a regular dividend increase to $0.84 per share annually from $0.80, beginning with the dividend declared in December 2023. • In May 2023, we entered into a 10-year senior unsecured term loan facility pursuant to which we can draw up to $700 million. The term loan matures on May 18, 2033. We may voluntarily prepay the outstanding principal without premium or penalty. As of December 31, 2023, $500 million has been drawn under this facility. • In 2023, we paid the outstanding balance of $900 million on our 4.25% senior notes, due November 15, 2023, without premium or penalty. On December 4, 2023, we issued new 5.375% senior notes consisting of $400 million aggregate principal, amount due 2028. • In 2021, the U.S. Department of Commerce (“ DOC ”) issued countervailing duty (“ CVD ”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic. The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ ITC ”) determination that the imports materially injure the U.S. fertilizer industry. The purpose of the CVD orders was to remedy the injury and thereby restore fair competition. CVD orders normally stay in place for at least five years, with possible extensions. Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade (“ CIT ”) seeking to overturn the orders. Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies. These litigation challenges remain underway. Most recently, in January 2024, DOC and the ITC issued revised determinations on remand from the CIT, upholding their original determinations that Moroccan phosphate fertilizer is unfairly subsidized, and that Moroccan and Russian imports materially injure the U.S. industry, respectively. The CIT is now reviewing these remand determinations. Also in January 2024, the CIT issued a ruling affirming DOC's original determinations that Russian phosphate fertilizer is unfairly subsidized. When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports. In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021. DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro. Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT. DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022. The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization. F- 6 Year ended December 31, 2022 : Operating results for the year ended December 31, 2022 in all of our segments increased, mainly from higher average sales prices compared to the prior year period. Average selling prices rose throughout 2021 and into the first half of 2022, driven by tightness in global supply and demand. The Russian invasion of Ukraine in February 2022 created instability in global commodities markets. The invasion, together with the continuation of reduced potash exports by Belarus, significantly reduced the physical supply of fertilizer and agricultural commodities produced in those geographies. This contributed to rising fertilizer prices globally. In addition, Chinese export restrictions on phosphates also impacted the global supply of fertilizer and contributed to tightening in the worldwide fertilizer market. In the Phosphates segment, operating results for 2022 were driven by higher average selling prices partially offset by higher raw material costs and lower sales volumes compared to the prior year. Selling prices increased due to the factors described above and were partially offset by higher raw material costs, primarily sulfur and ammonia, due to global supply and demand. Finished product sales volumes were unfavorable versus the prior year, due to adverse weather conditions in North America, which contributed to a condensed spring season, the deferral of customers purchases in North America, and delayed shipments caused by impacts from Hurricane Ian which occurred at the end of the third quarter in 2022. In the Potash segment, 2022 operating results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above. This was partially offset by lower sales volumes, due to customers deferring purchases to future periods. In the Mosaic Fertilizantes segment, 2022 results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above, partially offset by higher raw material and production costs and lower sales volumes compared to the prior year. Productions costs increased due to inflation and higher raw materials costs, which increased due to higher global prices for sulfur and ammonia. Sales volumes were lower in 2022 compared to the prior year, mainly due to unfavorable farmer economics. F- 7 Phosphates Net Sales and Gross Margin The following table summarizes the Phosphates segment’s net sales, gross margin, sales volume, selling prices and raw material prices: Years Ended December 31, 2023-2022 2022-2021 (in millions, except price per tonne or unit) 2023 2022 2021 Change Percent Change Percent Net sales: North America $ 3,749.8 $ 4,211.2 $ 3,251.4 $ (461.4) (11) % $ 959.8 30 % International 974.5 1,973.0 1,671.5 (998.5) (51) % 301.5 18 % Total 4,724.3 6,184.2 4,922.9 (1,459.9) (24) % 1,261.3 26 % Cost of goods sold 4,022.2 4,425.2 3,617.5 (403.0) (9) % 807.7 22 % Gross margin $ 702.1 $ 1,759.0 $ 1,305.4 $ (1,056.9) (60) % $ 453.6 35 Gross margin as a percentage of net sales 14.9 % 28.4 % 26.5 % Sales volumes (a) (in thousands of metric tonnes) DAP/MAP 3,625 3,399 3,904 226 7 % (505) (13) % Performance and Other (b) 3,366 3,159 3,789 207 7 % (630) (17) % Total finished product tonnes 6,991 6,558 7,693 433 7 % (1,135) (15) % Rock (c) 1,622 1,719 1,772 (97) (6) % (53) (3) % Total Phosphates Segment Tonnes (a) 8,613 8,277 9,465 336 4 % (1,188) (13) % Realized prices ($/tonne) Average finished product selling price (destination) (d) $ 646 $ 913 $ 618 $ (267) (29) % $ 295 48 % DAP selling price (fob mine) $ 573 $ 804 $ 564 $ (231) (29) % $ 240 43 % Average cost per unit consumed in cost of goods sold: Ammonia (metric tonne) $ 426 $ 603 $ 396 $ (177) (29) % $ 207 52 % Sulfur (long ton) $ 181 $ 368 $ 181 $ (187) (51) % $ 187 103 % Blended rock (metric tonne) $ 75 $ 70 $ 60 $ 5 7 % $ 10 17 % Production volume (in thousands of metric tonnes) - North America 6,568 6,647 7,331 (79) (1) % (684) (9) % (a) Includes intersegment sales volumes. (b) Includes sales volumes of MicroEssentials ® and animal feed ingredients. (c) Sales volumes of rock are presented on a wet tonne basis based on average moisture levels of 3.5% to 4.5% as it exits the drying process and is prepared for shipping. (d) Excludes sales revenue and tonnes associated with rock sales. Year Ended December 31, 2023 compared to Year Ended December 31, 2022 The Phosphates segment’s net sales were $4.7 billion for the year ended December 31, 2023, compared to $6.2 billion for the same period a year ago. The decrease in net sales was primarily due to lower average finished goods selling prices, which resulted in a decrease in net sales of approximately $1.7 billion. This was partially offset by higher sales volumes of finished product, which favorably impacted net sales by approximately $350 million. Net sales were also unfavorably impacted by approximately $110 million due to lower raw materials sales driven by lower sales prices and volumes of sulfur and ammonia. Our average finished product selling price decreased 29%, to $646 per tonne for the year ended December 31, 2023, compared to $913 per tonne for the same period a year ago, due to the factors discussed in the Overview. The Phosphates segment’s sales volumes of finished products increased to 7.0 million tonnes for the year ended December 31, 2023, compared to 6.6 million tonnes in 2022, due to the factors discussed in the Overview. Gross margin for the Phosphates segment decreased to $702.1 million in the current year compared with $1.8 billion for the prior year. The decrease was primarily driven by significantly lower finished product selling prices, which unfavorably impacted gross margin by approximately $1.7 billion compared to the prior year. Gross margin was also negatively impacted F- 8 by approximately $200 million, due to increased conversion costs, and $100 million due to increased rock costs, as discussed below. These decreases were partially offset by lower raw material costs of sulfur and ammonia as discussed below, which impacted gross margin by approximately $590 million and by increased sales volumes of approximately $200 million. Gross margin was also favorably impacted by approximately $110 million of lower costs related to the timing of idle plant and turnaround costs in the current year period. Our average consumed price for ammonia in our North American operations decreased to $426 per tonne in 2023 from $603 a year ago. The average consumed price for sulfur for our North American operations decreased to $181 per long ton for the year ended December 31, 2023, from $368 in the prior-year period. The purchase price of these raw materials is driven by global supply and demand. The consumed ammonia and sulfur prices also include transportation, transformation, and storage costs. The average consumed cost of purchased and produced rock increased to $75 per tonne in the current year, from $70 a year ago. For the year ended December 31, 2023, our North American phosphate rock production decreased to 9.1 million tonnes from 9.6 million tonnes in the prior year, due to geology of rock and operational challenges. The Phosphates segment’s production of crop nutrient dry concentrates and animal feed ingredients were similar to the prior year at approximately 6.6 million tonnes. For the year ended December 31, 2023, our operating rate for processed phosphate production decreased to 65%, compared to 67% in the same period of the prior year. F- 9 Potash Net Sales and Gross Margin The following table summarizes the Potash segment’s net sales, gross margin, sales volume and selling price: Years Ended December 31, 2023-2022 2022-2021 (in millions, except price per tonne or unit) 2023 2022 2021 Change Percent Change Percent Net sales: North America $ 1,899.9 $ 2,122.3 $ 1,456.8 $ (222.4) (10) % $ 665.5 46 % International 1,333.7 3,086.2 1,170.0 (1,752.5) (57) % 1,916.2 164 % Total 3,233.6 5,208.5 2,626.8 (1,974.9) (38) % 2,581.7 98 % Cost of goods sold 2,018.6 2,365.5 1,569.3 (346.9) (15) % 796.2 51 % Gross margin $ 1,215.0 $ 2,843.0 $ 1,057.5 $ (1,628.0) (57) % $ 1,785.5 169 % Gross margin as a percentage of net sales 37.6 % 54.6 % 40.3 % Sales volume (a) (in thousands of metric tonnes) MOP 7,969 7,236 7,277 733 10 % (41) (1) % Performance and Other (b) 901 865 909 36 4 % (44) (5) % Total Potash Segment Tonnes 8,870 8,101 8,186 769 9 % (85) (1) % Realized prices ($/tonne) Average finished product selling price (destination) $ 365 $ 643 $ 321 $ (278) (43) % $ 322 100 % MOP selling price (fob mine) $ 308 $ 632 $ 285 $ (324) (51) % $ 347 122 % Production volume (in thousands of metric tonnes) 8,246 9,053 8,204 (807) (9) % 849 10 % (a) Includes intersegment sales volumes. (b) Includes sales volumes of K-Mag ® , Aspire ® and animal feed ingredients. Year Ended December 31, 2023 compared to Year Ended December 31, 2022 The Potash segment’s net sales decreased to $3.2 billion for the year ended December 31, 2023, compared to $5.2 billion in the prior year. The decrease in net sales was driven by an unfavorable impact from lower selling prices of approximately $2.5 billion, partially offset by favorable sales volumes of approximately $550 million. Our average finished product selling price was $365 per tonne for the year ended December 31, 2023, a decrease of $278 per tonne compared with the prior year period, due to the factors discussed in the Overview. The Potash segment’s sales volumes increased to 8.9 million tonnes for the year ended December 31, 2023, compared to 8.1 million tonnes in the same period a year ago, due to the factors discussed in the Overview. Gross margin for the Potash segment decreased to $1.2 billion in the current year, from $2.8 billion in the prior year period. The decrease in gross margin in the current year period is primarily due to lower selling prices, which unfavorably impacted gross margin by approximately $2.5 billion. This was partially offset by a reduction in Canadian resource taxes and royalties of $580 million, as discussed below, and by an increase of approximately $380 million, due to higher sales volumes compared to the prior year. Higher idle and turnaround costs of approximately $40 million, largely due to the idling of our Colonsay, Saskatchewan mine during the first half of the current year, also negatively impacted gross margin in the current year. We had expense of $403.4 million from Canadian resource taxes for the year ended December 31, 2023, compared to $927.9 million in the prior year. Royalty expense also decreased to $53.6 million for the year ended December 31, 2023, from $112.6 million in the prior year. The fluctuations in Canadian resource taxes and royalties are due to lower average selling prices and margins in the current year, compared to the prior year. For the year ended December 31, 2023, potash production decreased to 8.2 million tonnes, compared to 9.1 million tonnes in the prior year period, resulting in an operating rate of 73% for 2023, compared to 81% for 2022. Lower production in the F- 10 current year was largely driven by increased idle time compared to the prior year period, due to the Colonsay mine being idle during the first half of the year as mentioned above and planned downtime at our Esterhazy mine. Mosaic Fertilizantes Net Sales and Gross Margin The following table summarizes the Mosaic Fertilizantes segment’s net sales, gross margin, sales volume and selling price. Years Ended December 31, 2023-2022 2022-2021 (in millions, except price per tonne or unit) 2023 2022 2021 Change Percent Change Percent Net Sales $ 5,684.7 $ 8,287.2 $ 5,088.5 $ (2,602.5) (31) % $ 3,198.7 63 % Cost of goods sold 5,473.1 7,241.6 4,245.8 (1,768.5) (24) % 2,995.8 71 % Gross margin $ 211.6 $ 1,045.6 $ 842.7 $ (834.0) (80) % $ 202.9 24 % Gross margin as a percent of net sales 3.7 % 12.6 % 16.6 % Sales volume (in thousands of metric tonnes) Phosphate produced in Brazil 2,235 2,368 2,543 (133) (6) % (175) (7) % Potash produced in Brazil 195 165 240 30 18 % (75) (31) % Purchased nutrients 7,253 6,905 7,319 348 5 % (414) (6) % Total Mosaic Fertilizantes Segment Tonnes 9,683 9,438 10,102 245 3 % (664) (7) % Realized prices ($/tonne) Average finished product selling price (destination) $ 587 $ 878 $ 504 $ (291) (33) % $ 374 74 % Brazil MAP price (delivered price to third party) $ 597 $ 868 $ 597 $ (271) (31) % $ 271 45 % Purchases (’000 tonnes) DAP/MAP from Mosaic 341 272 311 69 25 % (39) (13) % MicroEssentials ® from Mosaic 1,019 1,271 1,226 (252) (20) % 45 4 % Potash from Mosaic/Canpotex 2,067 2,276 2,510 (209) (9) % (234) (9) % Average cost per unit consumed in cost of goods sold: Ammonia (metric tonne) $ 807 $ 1,301 $ 580 $ (494) (38) % $ 721 124 % Sulfur (long ton) $ 232 $ 391 $ 194 $ (159) (41) % $ 197 102 % Blended rock (metric tonne) $ 122 $ 105 $ 80 $ 17 16 % $ 25 31 % Production volume (in thousands of metric tonnes) 3,457 3,598 3,725 (141) (4) % (127) (3) % Year Ended December 31, 2023 compared to Year Ended December 31, 2022 The Mosaic Fertilizantes segment’s net sales were $5.7 billion for the year ended December 31, 2023, compared to $8.3 billion for 2022. In the current period, net sales were unfavorably impacted by approximately $2.5 billion due to lower finished product selling prices, partially offset by the impact of higher finished goods sales volumes of approximately $200 million. Net sales were also unfavorably impacted by decreased revenues from other products, primarily acids, of approximately $300 million, due to lower selling prices. The overall average finished product selling price decreased $291 per tonne, to $587 per tonne for 2023, due to the decrease in global prices referenced in the Overview. The Mosaic Fertilizantes segment’s sales volume increased to 9.7 million tonnes for the year ended December 31, 2023, compared to 9.4 million tonnes for the prior year period, due to the factors discussed in the Overview. Gross margin for the Mosaic Fertilizantes segment decreased to $211.6 million for the year ended December 31, 2023, from $1.0 billion in the prior year. In the current year, gross margin was unfavorably impacted by approximately $2.5 billion due to lower average selling prices. This impact was partially offset by approximately $1.7 billion related to lower product costs, primarily reductions in material purchases by our distribution business and lower raw materials costs in the current year compared to the prior year. Lower idle and turnaround costs also favorably impacted gross margin by approximately $20 F- 11 million. Foreign currency had an unfavorable impact of approximately $50 million on gross margin in the current year compared to the prior year. The average consumed price for ammonia for our Brazilian operations was $807 per tonne for the year ended December 31, 2023, compared to $1,301 per ton in the prior year. The average consumed sulfur price for our Brazilian operations was $232 per long tonne for the year ended December 31, 2023, compared to $391 in the prior year. The purchase prices of these raw materials are driven by global supply and demand, and include transportation, transformation, and storage costs. The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 4% to 3.5 million tonnes for the year ended December 31, 2023, compared to 3.6 million tonnes in the prior year. For the year ended December 31, 2023, our phosphate operating rate was 77%, compared to 85% in the prior year. Our Brazilian phosphate rock production decreased to 3.9 million tonnes for the year ended December 31, 2023 compared to 4.2 million for the prior year period due to unplanned maintenance downtime. Corporate, Eliminations and Other In addition to our three operating segments, we assign certain costs to Corporate, Eliminations and Other, which is presented separately in Note 25 of our Notes to Consolidated Financial Statements. The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives, debt expenses, corporate functional costs and the results of the China and India distribution businesses. Gross margin for Corporate, Eliminations and Other was a gain of $81.9 million for the year ended December 31, 2023, compared to a gain of $108.2 million in the same period a year ago. Gross margin was favorably impacted by higher elimination of profit on intersegment sales in the current year period of approximately $116 million, compared to the prior year period of approximately $19 million. Gross margin was also favorably impacted by a net unrealized gain on derivatives of approximately $29 million in the current year period, compared to a net unrealized loss of approximately $21 million in the prior year period. Distribution operations in India and China had revenues and gross margin of $898.9 million and $(16.8) million, respectively, for the year ended December 31, 2023, compared to revenues and gross margin of $1.1 billion and $130.9 million, respectively, for the year ended December 31, 2022. The decreases were primarily due to decreased selling prices in the current year compared to the prior year period. This was partially offset by lower product costs in the current year due to softer global market conditions in the current year. Sales volumes of finished products were 1.9 million tonnes and 1.6 million tonnes for the years ended December 31, 2023 and 2022, respectively. Other Income Statement Items Years Ended December 31, 2023-2022 2022-2021 (in millions) 2023 2022 2021 Change Percent Change Percent Selling, general and administrative expenses $ 500.5 $ 498.0 $ 430.5 $ 2.5 1 % $ 67.5 16 % Impairment, restructuring and other expenses — — 158.1 — NM (158.1) (100) % Other operating expenses 372.0 472.5 143.2 (100.5) (21) % 329.3 NM Interest (expense) (189.0) (168.8) (194.3) (20.2) 12 % 25.5 (13) % Interest income 59.6 31.0 25.2 28.6 92 % 5.8 23 % Interest expense, net (129.4) (137.8) (169.1) 8.4 (6) % 31.3 (19) % Foreign currency transaction gain (loss) 194.0 97.5 (78.5) 96.5 99 % 176.0 NM Other (expense) income (76.8) (102.5) 3.9 25.7 (25) % (106.4) NM Provision for income taxes 177.0 1,224.3 597.7 (1,047.3) (86) % 626.6 105 Equity in net earnings of nonconsolidated companies 60.3 196.0 7.8 (135.7) (69) % 188.2 NM Selling, General and Administrative Expenses Selling, general and administrative expenses were $500.5 million for the year ended December 31, 2023, compared to $498.0 million for the same period a year ago. The increase was primarily due to approximately $18 million of higher consulting and F- 12 professional services costs related to executing on our strategic initiatives. This was largely offset by approximately $16 million due to lower incentive compensation and other employee-related costs in the current year compared to the prior year. Other Operating Expenses Other operating expenses were $372.0 million for the year ended December 31, 2023, compared to $472.5 million for the prior year period. Other operating expenses typically relate to five major categories: (1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements, and (5) gain/loss on sale or disposal of fixed assets. The current year includes approximately $185 million related to upward revisions in estimated closure costs for our AROs at our closed facilities, compared to approximately $157 million in the prior year, and approximately $110 million related to increases in environmental reserves, compared to approximately $173 million in the prior year. The current year period included $45 million related to costs of maintaining closed and indefinitely idled facilities compared to approximately $41 million in the prior year. These costs were primarily related to our Phosphate segment. Current year expenses were partially offset by a gain on the sale of the Resort of approximately $57 million. Interest Expense, Net Net interest expense decreased to $129.4 million for the year ended December 31, 2023, compared to $137.8 million in 2022. The change from the prior year is driven by higher interest income, primarily due to interest received in the current year period of $10 million on tax credit refunds from our Brazilian subsidiaries. Foreign Currency Transaction Gain (Loss) In 2023, we recorded a foreign currency transaction gain of $194.0 million, compared to a gain of $97.5 million in 2022. The gain was the result of the effect of the weakening of the U.S. dollar relative to the Brazilian real on intercompany loans and U.S. dollar-denominated payables held by our Brazilian subsidiaries and the impact of the U.S. dollar relative to the Canadian dollar on intercompany loans. Other (Expense) Income For the year ended December 31, 2023, we had other expense of $76.8 million compared to income of $102.5 million in the prior year. The change from the prior year is primarily due to lower realized losses on the marketable securities held in the RCRA Trusts of approximately $19 million in the current year compared to $46 million in the prior year. The current year expense also includes approximately $42 million related to the settlement loss on the termination of a pension plan as further described in Note 18 of our Notes to Consolidated Financial Statements. Equity in Net Earnings of Nonconsolidated Companies For the year ended December 31, 2023, we had a gain from equity of nonconsolidated companies of $60.3 million, net of tax, compared to a gain of $196.0 million, net of tax, for the prior year. These results were primarily related to the operations of MWSPC, which was unfavorably impacted by lower selling prices for its products in the current year compared to the prior year. Provision for Income Taxes Effective Tax Rate Provision for Income Taxes Year Ended December 31, 2023 13.3 % $ 177.0 Year Ended December 31, 2022 26.4 % 1,224.3 Year Ended December 31, 2021 26.9 % 597.7 For all years, our income tax is impacted by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion 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 year ended December 31, 2023, tax expense specific to the period included a net benefit of $43.4 million. The net benefit relates to the following: $38.1 million related to true-up of estimates primarily related to our U.S. tax return, $24.4 million related to changes to valuation allowances in Brazil, and $11.6 million related to an increase in a U.S. deferred tax F- 13 asset. The tax benefits are partially offset by a net tax cost of $29.3 million related to income tax expense on undistributed earnings, and $1.4 million of other miscellaneous costs. In 2021 the Organization for Economic Co-operation and Development (the “OECD”) issued the Inclusive Framework on Base Erosion Profit Shifting. The framework introduced a two-pillar tax system that would be effective on January 1, 2024. Many countries have adopted or intend to adopt these rules in alignment with the effective date. The framework introduced a 15 percent global minimum tax commonly referred to as Pillar Two for certain multinational companies. The Company is subject to Pillar Two and legislation has been enacted or substantively enacted in certain jurisdictions the Company operates in as of December 31, 2023. This legislation will be effective for the Company’s beginning on January 1, 2024. The Company is in the process of evaluating the impact on its consolidated financial statements. Critical Accounting Estimates We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America which requires us to make various judgments, estimates and assumptions that could have a significant impact on our reported results and disclosures. We base these estimates on historical experience and other assumptions we believe to be reasonable at the time we prepare our financial statements. Changes in these estimates could have a material effect on our Consolidated Financial Statements. Our significant accounting policies can be found in Note 2 of our Notes to Consolidated Financial Statements. We believe the following accounting policies include a higher degree of judgment and complexity in their application and are most critical to aid in fully understanding and evaluating our reported financial condition and results of operations. Recoverability of Goodwill Goodwill is the excess of the purchase price consideration over the estimated fair value of net assets of acquired businesses. The carrying value of goodwill in our reporting units is tested annually as of October 31 for possible impairment. We typically use an income approach valuation model, representing present value of future cash flows, to determine the fair value of a reporting unit. Growth rates for sales and profits are determined using inputs from our annual strategic and long range planning process. The rates used to discount projected future cash flows reflect a weighted average cost of capital based on the Company’s industry, capital structure and risk premiums, including those reflected in the current market capitalization. When preparing these estimates, management considers each reporting unit’s historical results, current operating trends, and specific plans in place. These estimates are impacted by various factors, including inflation, the general health of the economy and market competition. In addition, events and circumstances that might be indicators of possible impairment are assessed during other interim periods. As of October 31, 2023, the date of our annual impairment testing, the Company concluded that the fair values of the reporting units which include goodwill, Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other, were in substantial excess of their respective carrying values and the goodwill for those units was not impaired. Subsequent to our annual evaluation, on December 28, 2023, Brazil enacted a tax law change that eliminates the VAT preference starting in 2024. While we are currently assessing the full impact of this change, our Mosaic Fertilizantes reporting unit would have an estimated fair value that is not in significant excess of its carrying value. We continue to believe that our long-term financial goals will be achieved and as a result, we concluded that the goodwill assigned to this reporting unit was not impaired, but could be at risk of future impairment. As of December 31, 2023, we had $99.6 million of goodwill in our Mosaic Fertilizantes reporting unit. See Note 10 of our Notes to Consolidated Financial Statements for additional information regarding the goodwill impairment analysis, including the methodologies and assumptions used in estimating the fair values of our reporting units. As of December 31, 2023, we had $1.1 billion of goodwill. Environmental Liabilities and Asset Retirement Obligations We record accrued liabilities for various environmental and reclamation matters including the demolition of former operating facilities, and AROs. Contingent environmental liabilities are described in Note 23 of our Notes to Consolidated Financial Statements. Accruals for environmental matters are based primarily on third-party estimates for the cost of remediation at previously operated sites and estimates of legal costs for ongoing environmental litigation. We regularly assess the likelihood of material adverse judgments or outcomes, the effects of potential indemnification, as well as potential ranges or probability of losses. We determine the amount of accruals required, if any, for contingencies after carefully analyzing each individual matter. F- 14 Estimating the ultimate settlement of environmental matters requires us to develop complex and interrelated assumptions based on experience with similar matters, our history, precedents, evidence, and facts specific to each matter. Actual costs incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating environmental exposures. As of December 31, 2023 and 2022, we had accrued $203.2 million and $185.5 million, respectively, for environmental matters. As indicated in Note 14 of our Notes to Consolidated Financial Statements, we recognize AROs in the period in which we have an existing legal obligation, and the amount of the liability can be reasonably estimated. We utilize internal engineering experts as well as third-party consultants to assist in determining the costs of retiring certain of our long-term operating assets. Assumptions and estimates reflect our historical experience and our best judgments regarding future expenditures. The assumed costs are inflated based on an estimated inflation factor and discounted based on a credit-adjusted risk-free rate. For active facilities, fluctuations in the estimated costs (including those resulting from a change in environmental regulations), inflation rates and discount rates can have a significant impact on the corresponding assets and liabilities recorded in the Consolidated Balance Sheets. However, changes in the assumptions for our active facilities would not have a significant impact on the Consolidated Statements of Earnings in the year they are identified. For closed facilities, fluctuations in the estimated costs, inflation, and discount rates have an impact on the Consolidated Statements of Earnings in the year they are identified as there is no asset related to these items. Phosphate land reclamation activities in North America generally occur concurrently with mining operations; as such, we accrue and expense reclamation costs as we mine. In addition, we regularly perform post-mining evaluations to ensure we have established a sufficient liability to meet permitting requirements. As of December 31, 2023 and 2022, $2.2 billion and $1.9 billion, respectively, was accrued for AROs (including both current and noncurrent amounts) in North and South America. In August 2016, Mosaic deposited $630 million into two trust funds as financial assurance to support certain estimated future AROs. See Note 14 of our Notes to Consolidated Financial Statements for additional information regarding the Environmental Protection Agency (“ EPA ”) RCRA Initiative. Income Taxes We make estimates for income taxes in three major areas: valuation allowances, uncertain tax positions, and U.S. deferred income taxes on our non-U.S. subsidiaries’ undistributed earnings. A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances. The realization of the Company’s deferred tax assets, specifically, the evaluation of net operating loss carryforwards and foreign tax credit carryforwards, is dependent on generating certain types of future taxable income, using both historical and projected future operating results, the source of future income, the reversal of existing taxable temporary differences, taxable income in prior carry-back years (if permitted) and the availability of tax planning strategies. As of December 31, 2023 and 2022, we had a valuation allowance of $1.4 billion and $0.9 billion, respectively. Changes in tax laws, assumptions with respect to future taxable income, tax planning strategies, resolution of matters under tax audit and foreign currency exchange rates could result in adjustment to these allowances. Due to Mosaic’s global operations, we assess uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, our liabilities for income taxes reflect what we believe to be the more likely than not outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation, and resolution of disputes arising from tax audits in the normal course of business. Settlement of any particular position may require the use of cash. Based upon an analysis of tax positions taken on prior year returns and expected positions to be taken on the current year return, management has identified gross uncertain income tax positions of $25.8 million as of December 31, 2023. Any dividends from controlled foreign corporations are tax-free from a U.S. income tax perspective. Additionally, there will not be any foreign tax credits associated with foreign, non-branch, dividends. Therefore, there are no material federal U.S. implications of future repatriations on non-U.S. subsidiaries’ undistributed earnings. However, since there