What changed in this filing

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Item 1. Business

2024-02-22 compared with 2023-02-23 · 158 added, 165 removed, 533 unchanged (38% of the section changed)

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We are typically one of the top four global potash producers in the world.

In 2022, we were the second-largest producer, with our position lifted by reduced production in Belarus and Russia.

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 a strategic equity investment in a joint venture that operates a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia.

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:

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Phosphates, Potash and Mosaic Fertilizantes.

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

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

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:

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We also account for approximately 13% of estimated global annual potash production.

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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.

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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.

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Business Developments during 2023

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

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

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

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

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

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

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

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

• 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.

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

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

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

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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.

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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

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used in the production of our products, in MM BTU, which stands for one million British Thermal Units (“ BTU ”).

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.

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This information is incorporated by reference into this section from Part II, Item 8, “Financial Statements and Supplementary Data”.

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Phosphates Segment

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The reserves associated with our Ona, Florida location have been allocated to other active mines based on our future mining plans:

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Phosphate Crop Nutrients and Animal Feed Ingredients

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Our principal phosphate crop nutrient products are:

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• Diammonium Phosphate (18-46-0):

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• Monoammonium Phosphate (11-52-0):

Monoammonium Phosphate (“ MAP ”) is the second most widely used high-analysis phosphate crop nutrient and the fastest growing phosphate product worldwide.

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.

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MAP is a solid granular product that is applied directly or blended with other solid plant nutrient products.

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• 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.

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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 operate four mines in North America with a combined annual capacity of approximately 18.0 million tonnes.

We are the world’s second largest miner of phosphate rock (excluding China) and currently

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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.

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We have the right to use or sell to third parties 75% of the Miski Mayo Mine’s annual production.

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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.

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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.

Phosphate production will ramp-up until it reaches an expected 3.0 million tonnes in annual production capacity.

Actual phosphate production was 3.1 million tonnes in 2023.

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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 a sulfur terminal in Riverview, Florida.

We also lease terminal space in Tampa, Florida and Galveston and Beaumont, Texas.

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.

In addition, we own Gulf Sulphur Services Ltd., LLLP (“ Gulf Sulphur Services ”), which operates a sulfur transportation and terminaling business in the Gulf of Mexico, and handles these functions for a substantial portion of our Florida sulfur volume.

Our sulfur logistic assets also include a large fleet of leased railcars that supplement our marine sulfur logistic system.

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(“ CF ”) or produced internally at our Faustina, Louisiana location.

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Our Florida ammonia needs are currently supplied under multi-year contracts with both domestic and offshore producers.

Ammonia for our Bartow and Riverview plants is terminaled through owned ammonia facilities at the Port of Tampa and Port Sutton, Florida.

Ammonia for our New Wales plant is terminaled through another ammonia facility owned and operated by a third party at Port Sutton, Florida pursuant to an agreement that provides for service through 2022, with automatic renewal for an additional two-year period unless either party terminates, as provided in the agreement.

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, 2023 with annual auto-renewal provisions unless either party objects.

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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, including from CF.

We expect a majority of the ammonia purchased under the CF Ammonia Supply Agreement to be received by barge at the Port of Tampa and delivered to our Florida facilities as described in the preceding paragraph.

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.

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From time to time, we sell surplus ammonia to unrelated parties and/or may transport surplus ammonia to the Port of Tampa.

In addition, under certain circumstances we are permitted to receive ammonia at Faustina under the CF Ammonia Supply Agreement.

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.

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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 own land comprising over 351,000 acres held in fee simple title in central Florida and have the right to mine additional properties which contain phosphate rock reserves.

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.

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Our long-term future land use strategy is to optimize the value of our land assets.

For example, we developed Streamsong Resort ® (the “ Resort ”), a destination resort and conference center, 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.

On January 12, 2023, we completed the sale of the Resort and approximately 7,000 acres of land on which it sits to Lone Windmill LLC, a subsidiary of Kemper Sports Management LLC, for a purchase price of $160 million.

See Note 27, Subsequent Events, in the accompanying consolidated financial statements for further information.

Potash Segment

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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.

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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.

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In addition, our potash products are used for de-icing and as a water softener regenerant.

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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.

In 2022, the decommissioning of the K1 and K2 shafts at our Esterhazy, Saskatchewan mine was completed after their shutdown in the second quarter of 2021.

Capacity and production from these shafts was replaced by the K3 expansion.

In the third quarter of 2021, we restarted the Colonsay, Saskatchewan mine to meet market demand for potash.

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.

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We have included a further discussion of the Canadian resource taxes and royalties in our Management’s Analysis.

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The map below shows the location of each of our potash properties:

Our North American potash annualized operational capacity totals 11.2 million tonnes of product per year and accounts for approximately 14% of world annual capacity and 34% of North American annual capacity.

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.

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The following table shows, for each of our potash mines, annual capacity as of December 31, 2023 and finished product output for 2023:

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Facility Annualized

Belle Plaine—MOP 3.9 3.0 2.8

Colonsay—MOP (f)

Esterhazy—MOP (g)

Belle Plaine—MOP (d)

Colonsay—MOP (d)(f)

Esterhazy—MOP (d)(g)

Canadian Total 12.8 10.8 7.8

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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, 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.

Our entitlement percentage of Canpotex is 36.2%.

(e) Annual operational capacity is our estimated long-term potash 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.

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) 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.

Our Colonsay mine operates as a swing mine to meet market demands.

(g) In June, 2021, we permanently ceased operations at the K1 and K2 mine shafts.

The annual operational capacity of Esterhazy has remained consistent following the K1 and K2 closures as capacity from the K3 mine shafts has replaced K1 and K2.

(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.

“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 is used at our Belle Plaine solution mine as a fuel to produce steam and to dry potash products.

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potash operation in New Mexico purchases physical gas in the southwest respective regional market using the El Paso

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San Juan Basin market pricing reference.

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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.

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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 3.6 million tonnes of imported crop nutrients.

The port facility at Paranagua handles approximately

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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.

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Crop nutrient products produced are marketed to crop nutrient manufacturers, distributors, retailers and farmers.

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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.

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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 P 2 O 5 production totaled approximately 1.0 million tonnes in 2022 and accounted for approximately 99% of Brazilian annual output.

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:

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______________________________

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(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.

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(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.

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The phosphoric acid produced at Cajati is used to produce DCP.

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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 operate five properties with a combined annual capacity of approximately 4.6 million tonnes.

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.

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;

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and Cajati, in the state of São Paulo.

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.

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.

“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.

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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.

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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.

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Changes in the price of ammonia or disruptions to ammonia transportation or terminaling could have a material impact on our business.

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Brazilian Potash

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Land Holdings

Mosaic Fertilizantes owns 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.

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.

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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.

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We own port facilities in Tampa, Florida which have deep water berth capabilities providing access to the Gulf of Mexico.

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and Henderson, Kentucky.

In 2022, we sold our warehouse facility in Savage, Minnesota.

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In addition to the facilities that we own, our U.S.

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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, Argentina and Mexico.

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.

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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.

Because crop nutrients are global commodities available from numerous sources, crop nutrition companies compete primarily on the basis of delivered price.

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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 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.

We believe that our extensive North American and

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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

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agricultural regions.

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.

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In addition, our ownership in the Miski Mayo Mine allows us to supplement our overall phosphate rock needs.

We also sell approximately 25% of Miski Mayo Mine production to third parties.

MWSPC enables us to not only further diversify our sources of phosphates but also improve our access to key agricultural countries in Asia and the Middle East.

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.

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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 interest in Gulf Sulphur Services, 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.

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.

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We believe that our potash cost structure is competitive in the industry and should improve as we continue to complete our potash expansion projects.

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Mosaic Fertilizantes

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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.

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Mosaic Fertilizantes has a wide variety of customers including farmers, blenders, and other local distributors.

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We had 14,049 employees as of December 31, 2023, consisting of approximately 10,352 salaried and 3,697 hourly employees.

There are also approximately 198 salaried and 493 hourly employees at the Miski Mayo Mine, of which we own 75% and its results are consolidated within our results of operations.

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 ten collective bargaining agreements with unions covering certain hourly employees in the U.S.

• We had eight collective bargaining agreements with unions covering certain hourly employees in the U.S.

Of these employees, approximately 33% are covered under agreements that expire in 2024.

All are expected to collectively bargain for new contracts in 2024.

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• We had agreements with 35 unions covering all employees in Brazil.

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However, we have not experienced a significant work stoppage in many years and historically have had good labor relations.

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Information Available on our Website

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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 non-negotiable.

We strive for zero harm to people and zero environmental incidents.

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.

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Development –Mosaic believes in continually investing in people and their lifelong learning.

Mosaic holds training events throughout the year across all of our locations, and hosts an online education platform, GrowingU, which all employees are encouraged to access.

Mosaic offers companywide educational reimbursement programs to help employees in 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 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

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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 2022, Mosaic continued its pilot 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

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replace talent related to retirement and succession.

• 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, 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.

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food, water and local community.

Each year, we invest an average of $15 million.

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 and associations focused on contributing to the vitality of the people and communities around us.

• 2022 was the second 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.

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 target for community investment provides intentional focus to support underserved or underrepresented populations in regions where we operate.

Diversity, Inclusion and Equal Opportunities –in 2022, Mosaic’s Diversity and Inclusion Program engaged 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 establishing a governance structure that will provide for increased global visibility, and improved efficiencies and collaboration in identifying, developing and executing strategies to increase diversity and inclusion.

We announced global 2030 diversity goals and are driving accountability into the business units by establishing business-level initiatives and programs to address opportunities to progress toward the goals.

We also established our first executive-led Employee Inclusion Networks to create community and allyship, develop awareness and enhance workforce engagement.

• In 2022, Mosaic continued to evolve and build upon foundational learning by driving conscious inclusion education deeper into the organization and providing an enhanced, self-directed learning platform to our leaders.

We refocused our recruitment efforts on creating a more diverse talent pipeline, partnering with a U.S.-based public historically black college to create an immersive internship program;

and identifying additional opportunities to attract and retain diverse talent.

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.

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Mosaic annually evaluates pay equity and compensation practices to ensure fair and equitable treatment of employees based on our pay-for-performance framework.

In 2022, Mosaic retained an independent consultant to assist with our pay equity analysis across our global operations and to help us enhance our internal capabilities to annually assess pay disparities.

The results revealed 19 outliers without adequate business justifications.

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.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Bauer 51 Senior Vice President, General Counsel and Corporate Secretary

51 Senior Vice President - North America

Freeland 54 Senior Vice President and Chief Financial Officer

Christopher A.

Lewis 60 Senior Vice President - Human Resources

James “Joc” C.

O’Rourke 62 Chief Executive Officer, President and Director

Pratt 56 Senior Vice President - Government and Public Affairs

Precourt III 58 Senior Vice President - Strategy and Growth

Ricard 59 Senior Vice President - Mosaic Fertilizantes

Swager 52 Senior Vice President - Supply Chain

Yijun (“Jenny”) Wang 55 Senior Vice President - Global Strategic Marketing, Head of China and India

52 Chief Executive Officer, President and Director

Freeland 55 Executive Vice President and Chief Financial Officer

Precourt III 59 Senior Vice President and Chief Administrative Officer

Ricard 60 Senior Vice President - Digital Strategy

Swager 53 Executive Vice President - Operations

Yijun (“Jenny”) Wang 56 Executive Vice President - Commercial

Bauer was promoted to Senior Vice President, General Counsel and Corporate Secretary in January 2023.

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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.

Bodine was named Senior Vice President - North America effective April 1, 2020.

From January 1, 2019 until his appointment as Senior Vice President - North America, Mr.

Bodine served as our Senior Vice President - Phosphates and also provided executive oversight for the corporate procurement organization.

Prior to that, he served as Senior Vice President - Potash (from June 2016 to December 31, 2018);

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);

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Bodine held various plant and mine development management positions in the Phosphates segment beginning with Mosaic’s formation in 2004.

Bodine 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.

Freeland was named Senior Vice President and Chief Financial Officer in June 2018.

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.

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Freeland was responsible for Dynegy’s financial affairs, including finance and accounting, treasury, tax and banking and credit agency relationships.

In November 2011, as part of a reorganization of its subsidiaries, certain of Dynegy’s affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S.

Bankruptcy Code (the “ Code ”) and, in July 2012, Dynegy filed a voluntary petition for reorganization under Chapter 11 of the Code.

Dynegy emerged from bankruptcy in October 2012.

Prior to joining Dynegy, Mr.

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Freeland held various key financial roles within the energy sector.

Christopher A.

Lewis was named Senior Vice President - Human Resources in June 2019.

Prior to joining Mosaic, Mr.

Lewis held the role of Vice President, Project Execution for Spectra Energy Corporation’s merger into Calgary, Alberta, Canada-based Enbridge, Inc.

where he led construction of the company’s energy assets throughout North America, as well as a synergy capture program post acquisition.

Prior to that role, Mr.

Lewis held roles at DCP Midstream, LLC

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(“ DCP ”), a natural gas company based in Denver, Colorado where he started as the head of Human Resources while the company was formed as a spin-off from Duke Energy in 2007.

From 2010 to 2016, he was DCP’s Chief Corporate Officer, a multi-functional role that included leadership of the human resources function.

Earlier in his career, Mr.

Lewis held regional and global senior human resources positions at Thomson Multimedia (formerly RCA, GE consumer electronics) and DHL, Inc.

James “ Joc ” C.

O’Rourke was promoted to President and Chief Executive Officer effective in August 2015.

Previously, he served as Executive Vice President - Operations and Chief Operating Officer since August 2012 and before that as Executive Vice President - Operations since January 2009.

Prior to joining Mosaic, Mr.

O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, since May 2006, where he was responsible for the Australia Pacific Business Unit, consisting of ten gold and copper mines in Australia and Papua, New Guinea.

Before that, Mr.

O’Rourke was Executive General Manager and Managing Director of Placer Dome Asia Pacific Ltd., the second largest gold producer in Australia, from December 2004, where he was responsible for the Australia Business Unit, consisting of five gold and copper mines;

and General Manager of Western Australia Operations for Iluka Resources Ltd., the world’s largest zircon and second largest titanium producer, from September 2003, where he was responsible for six mining and concentrating operations and two mineral separation/synthetic rutile refineries.

O’Rourke had previously held various management, engineering and other roles in the mining industry in Canada and Australia since 1984.

O’Rourke has served on our Board of Directors since May 2015 and is also a director of The Toro Company.

Ben Pratt was named Senior Vice President - Government and Public Affairs in April 2020.

Previously, Mr.

Pratt held the position of Vice President - Corporate Public Affairs, leading corporate communications and U.S.

Federal Government relations, as well as Mosaic’s corporate social responsibility activities.

Pratt serves on several community and business boards, including the Streamsong Resort ® Advisory Board and the boards of directors of The Florida Aquarium, the Tampa Bay Economic Development Council and the Tampa Bay Partnership.

Prior to joining Mosaic in February 2012, Mr.

Pratt was Senior Vice President, Corporate Communications at Ameriprise Financial, Inc., in Minneapolis.

Earlier in his career, he worked in a variety of communications and investor relations capacities at The PNC Financial Services Group in Pittsburgh, and at Lehman Brothers and Bear Stearns, both in New York.

Precourt III .

Precourt was named Senior Vice President - Strategy and Growth effective January 1, 2019.

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.

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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.

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, Health and Safety.

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,

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Health and Safety.

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.

Ricard was appointed Senior Vice President - Mosaic Fertilizantes effective November 15, 2019.

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.

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Ricard worked for Cargill in various roles, including risk management, supply chain and commodity trading.

Swager was named Senior Vice President - Supply Chain effective April 1, 2020, and also provides executive oversite for the Procurement and corporate EHS teams.

Ricard serves on the board of directors for Canpotex Limited, the Canadian potash marketing association, and Carlisle Companies, a publicly traded company.

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.

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.

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She also led the mine planning and strategy group for the Phosphates business.

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 .

Wang was named Senior Vice President - Global Strategic Marketing, Head of China and India effective January 1, 2022.

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.

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Wang served as Country Head for China.

Wang has served on the Board of Directors at Canpotex.

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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.

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

What changed 10-K

Item 1. Business